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 28, 2025
| or | |||||
| 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 001-39483
________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | |||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (984 ) 275-6000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 x 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 x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
x | 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 by Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of April 28, 2025, there were 147.9 million shares of the Registrant’s common stock outstanding.
TABLE OF CONTENTS
| Page | ||||||||
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in millions, except per share amounts)
| March 28, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Long-term financing receivables, less allowance for credit losses of $ | |||||||||||
| Other intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings and current portion of long-term debt | $ | $ | |||||||||
| Trade accounts payable | |||||||||||
| Current operating lease liabilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies (Note 9) | |||||||||||
| Equity: | |||||||||||
Preferred stock, | |||||||||||
Common stock, | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total Vontier stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
3
VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(in millions, except per share amounts)
(unaudited)
| Three Months Ended | |||||||||||
| March 28, 2025 | March 29, 2024 | ||||||||||
| Sales | $ | $ | |||||||||
| Operating costs and expenses: | |||||||||||
| Cost of sales, excluding amortization of acquisition-related intangible assets | ( | ( | |||||||||
| Selling, general and administrative expenses | ( | ( | |||||||||
| Research and development expenses | ( | ( | |||||||||
| Amortization of acquisition-related intangible assets | ( | ( | |||||||||
| Operating profit | |||||||||||
| Non-operating income (expense), net: | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Gain on sale of business | |||||||||||
| Other non-operating expense, net | ( | ( | |||||||||
| Earnings before income taxes | |||||||||||
| Provision for income taxes | ( | ( | |||||||||
| Net earnings | $ | $ | |||||||||
| Net earnings per share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
| Net earnings | $ | $ | |||||||||
| Other comprehensive income (loss), net of income taxes: | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Other adjustments | |||||||||||
| Total other comprehensive income (loss), net of income taxes | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
4
VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY
(in millions, except per share amounts)
(unaudited)
| Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of income taxes | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock-based award activity, net of shares for tax withholding | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Change in noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 28, 2025 | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of income taxes | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock-based award activity, net of shares for tax withholding | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 29, 2024 | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
5
VONTIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Three Months Ended | |||||||||||
| March 28, 2025 | March 29, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Non-cash items: | |||||||||||
| Depreciation expense | |||||||||||
| Amortization of acquisition-related intangible assets | |||||||||||
| Stock-based compensation expense | |||||||||||
| Gain on sale of business | ( | ||||||||||
| Change in deferred income taxes | ( | ( | |||||||||
| Other non-cash items | |||||||||||
| Change in accounts receivable and long-term financing receivables, net | ( | ||||||||||
| Change in other operating assets and liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of business, net of cash provided | |||||||||||
| Payments for additions to property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Cash paid for equity investments | ( | ||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Repayment of long-term debt | ( | ( | |||||||||
| Net repayments of short-term borrowings | ( | ||||||||||
| Payments for debt issuance costs | ( | ||||||||||
| Payments of common stock cash dividend | ( | ( | |||||||||
| Purchases of treasury stock | ( | ( | |||||||||
| Proceeds from stock option exercises | |||||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Beginning balance of cash and cash equivalents | |||||||||||
| Ending balance of cash and cash equivalents | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
6
VONTIER CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
NOTE 1. BUSINESS OVERVIEW AND BASIS OF PRESENTATION
Nature of Business
Vontier Corporation (“Vontier” or the “Company”) is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. The Company operates through three reportable segments which align to the Company’s three operating segments: (i) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, telematics, data analytics, software platform for electric vehicle charging networks and integrated solutions for alternative fuel dispensing; (ii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees; and (iii) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure. The Company’s Coats business, which was divested during January 2024, is presented in Other for periods prior to the divestiture.
Basis of Presentation and Unaudited Interim Financial Information
The accompanying Consolidated Condensed Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are unaudited.
The interim Consolidated Condensed Financial Statements include the accounts of Vontier and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated Condensed Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated results of operations, therefore, net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated Condensed Statements of Earnings and Comprehensive Income. Net earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses (“SG&A”) and were insignificant in all periods presented.
In the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair presentation have been reflected. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. The accompanying interim Consolidated Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”).
Foreign Currency Translation and Transactions
Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of Accumulated other comprehensive income within equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates. Net foreign currency transaction gains or losses were not material in any of the periods presented.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for the Company’s annual financial statements for the year ended December 31, 2025, with early adoption permitted. Prospective application is required, with retrospective application permitted. The Company is currently assessing the impact ASU 2023-09 will have on its consolidated financial statements.
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 (“ASU 2024-03”), which requires disclosure of certain expense categories that are included within relevant income statement expense captions. ASU 2024-03 is effective for the Company’s annual financial statements for the year ended December 31, 2027, and for its interim financial statements beginning with the first fiscal quarter of the year ended December 31, 2028, with early adoption permitted. ASU 2024-03 may be applied either prospectively or retrospectively. The Company is currently assessing the impact ASU 2024-03 will have on its consolidated financial statements.
7
NOTE 2. FINANCING AND TRADE RECEIVABLES
Financing receivables are primarily comprised of commercial purchase security agreements originated between the Company’s franchisees and technicians or independent shop owners that are assumed by the Company (“PSAs”) and commercial loans to the Company’s franchisees (“Franchisee Notes”) in the Repair Solutions segment. The Company also has financing receivables in its Mobility Technologies and Environmental & Fueling Solutions segments which totaled $15.3 million and $14.4 million as of March 28, 2025 and December 31, 2024, respectively.
The following disclosures relate to the financing receivables in the Repair Solutions segment.
Repair Solutions Financing Receivables
PSAs are installment sales contracts originated between the franchisee and technicians or independent shop owners which enable these customers to purchase tools and equipment on an extended-term payment plan. PSA payment terms are generally up to five years . Upon origination, the Company assumes the PSA by crediting the franchisee’s trade accounts receivable. As a result, originations of PSAs are non-cash transactions. The Company records PSAs at amortized cost.
Franchisee Notes have payment terms of up to 10 years and include financing to fund business startup costs including: (i) installment loans to franchisees used generally to finance inventory, equipment, and franchise fees; and (ii) lines of credit to finance working capital, including additional purchases of inventory.
Financing receivables are generally secured by the underlying tools and equipment financed.
Revenues associated with the Company’s interest income related to financing receivables are recognized to approximate a constant effective yield over the contract term. Accrued interest is included in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets and was insignificant as of March 28, 2025 and December 31, 2024.
Product sales to franchisees and the related financing income is included in Cash flows from operating activities in the accompanying Consolidated Condensed Statements of Cash Flows.
The components of financing receivables with payments due in less than twelve months that are presented in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets were as follows:
| ($ in millions) | March 28, 2025 | December 31, 2024 | |||||||||
| Gross current financing receivables: | |||||||||||
| PSAs | $ | $ | |||||||||
| Franchisee Notes | |||||||||||
| Current financing receivables, gross | $ | $ | |||||||||
| Allowance for credit losses: | |||||||||||
| PSAs | $ | $ | |||||||||
| Franchisee Notes | |||||||||||
| Total allowance for credit losses | $ | $ | |||||||||
| Net current financing receivables: | |||||||||||
| PSAs, net | $ | $ | |||||||||
| Franchisee Notes, net | |||||||||||
| Total current financing receivables, net | $ | $ | |||||||||
8
The components of Long-term financing receivables, less allowance for credit losses, which consists of financing receivables with payments due beyond one year, were as follows:
| ($ in millions) | March 28, 2025 | December 31, 2024 | |||||||||
| Gross long-term financing receivables: | |||||||||||
| PSAs | $ | $ | |||||||||
| Franchisee Notes | |||||||||||
| Long-term financing receivables, gross | $ | $ | |||||||||
| Allowance for credit losses: | |||||||||||
| PSAs | $ | $ | |||||||||
| Franchisee Notes | |||||||||||
| Total allowance for credit losses | $ | $ | |||||||||
| Net long-term financing receivables: | |||||||||||
| PSAs, net | $ | $ | |||||||||
| Franchisee Notes, net | |||||||||||
| Total long-term financing receivables, net | $ | $ | |||||||||
As of March 28, 2025 and December 31, 2024, the net unamortized discount on our financing receivables was $17.9 million and $18.5 million, respectively.
Credit score and distributor tenure are the primary indicators of credit quality for the Company’s financing receivables. The amortized cost basis and current period gross write-offs of PSAs and Franchisee Notes by origination year as of and for the three months ended March 28, 2025, is as follows:
| ($ in millions) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total | ||||||||||||||||||||||||||||||||||
| PSAs | |||||||||||||||||||||||||||||||||||||||||
| Credit Score: | |||||||||||||||||||||||||||||||||||||||||
| Less than 400 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 400-599 | |||||||||||||||||||||||||||||||||||||||||
| 600-799 | |||||||||||||||||||||||||||||||||||||||||
| 800+ | |||||||||||||||||||||||||||||||||||||||||
| Total PSAs | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Franchisee Notes | |||||||||||||||||||||||||||||||||||||||||
| Active distributors | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Separated distributors | |||||||||||||||||||||||||||||||||||||||||
| Total Franchisee Notes | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Current Period Gross Write-offs | |||||||||||||||||||||||||||||||||||||||||
| PSAs | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Franchisee Notes | |||||||||||||||||||||||||||||||||||||||||
| Total current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
9
Past Due
PSAs are considered past due when a contractual payment has not been made. If a customer is making payments on its account, interest will continue to accrue. The table below sets forth the aging of the Company’s PSA balances as of:
| ($ in millions) | 30-59 days past due | 60-90 days past due | Greater than 90 days past due | Total past due | Total not considered past due | Total | Greater than 90 days past due and accruing interest | |||||||||||||||||||||||||||||||||||||
| March 28, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
Franchisee Notes are considered past due when payments have not been made for 21 days after the due date. Past due Franchisee Notes (where the franchisee had not yet separated) were insignificant as of March 28, 2025 and December 31, 2024.
Uncollectable Status
PSAs are deemed uncollectable and written off when they are both contractually delinquent and no payment has been received for 180 days.
Franchisee Notes are deemed uncollectable and written off after a distributor separates and no payments have been received for one year .
The Company stops accruing interest and other fees associated with financing receivables when (i) a customer is placed in uncollectable status and repossession efforts have begun; (ii) upon receipt of notification of bankruptcy; (iii) upon notification of the death of a customer; or (iv) other instances in which management concludes collectability is not reasonably assured.
Allowance for Credit Losses Related to Financing Receivables
The Company calculates the allowance for credit losses considering several factors, including the aging of its financing receivables, historical credit loss and portfolio delinquency experience and current economic conditions. The Company also evaluates financing receivables with identified exposures, such as customer defaults, bankruptcy or other events that make it unlikely it will recover the amounts owed to it. In calculating such reserves, the Company evaluates expected cash flows, including estimated proceeds from disposition of collateral, and calculates an estimate of the potential loss and the probability of loss. When a loss is considered probable on an individual financing receivable, a specific reserve is recorded.
The following is a rollforward of the PSAs and Franchisee Notes components of the Company’s allowance for credit losses related to financing receivables as of:
| March 28, 2025 | |||||||||||||||||
| ($ in millions) | PSAs | Franchisee Notes | Total | ||||||||||||||
| Allowance for credit losses, beginning of year | $ | $ | $ | ||||||||||||||
| Provision for credit losses | |||||||||||||||||
| Write-offs | ( | ( | ( | ||||||||||||||
| Recoveries of amounts previously charged off | |||||||||||||||||
| Allowance for credit losses, end of period | $ | $ | $ | ||||||||||||||
10
Allowance for Credit Losses Related to Trade Accounts Receivables
The following is a rollforward of the allowance for credit losses related to the Company’s trade accounts receivables, excluding financing receivables, and the Company’s trade accounts receivable cost basis as of:
| ($ in millions) | March 28, 2025 | ||||
| Cost basis of trade accounts receivable | $ | ||||
| Allowance for credit losses balance, beginning of year | |||||
| Provision for credit losses | |||||
| Write-offs | ( | ||||
| Foreign currency and other | |||||
| Allowance for credit losses balance, end of period | |||||
| Net trade accounts receivable balance | $ | ||||
NOTE 3. INVENTORIES
The classes of inventory as of March 28, 2025 and December 31, 2024 are summarized as follows:
| ($ in millions) | March 28, 2025 | December 31, 2024 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Total | $ | $ | |||||||||
NOTE 4. FINANCING
The Company had the following debt outstanding as of:
| ($ in millions) | March 28, 2025 | December 31, 2024 | |||||||||
| Short-term borrowings: | |||||||||||
| Short-term borrowings and bank overdrafts | $ | $ | |||||||||
| Long-term debt: | |||||||||||
Three-Year Term Loans due 2028(a) | |||||||||||
| Revolving Credit Facility due 2030 | |||||||||||
| Total long-term debt | |||||||||||
Less: current portion of long-term debt(a) | ( | ||||||||||
| Less: discounts and debt issuance costs | ( | ( | |||||||||
| Total long-term debt, net | $ | $ | |||||||||
The Company’s long-term debt requires, among others, that the Company maintains certain financial covenants, and the Company was in compliance with all of these covenants as of March 28, 2025.
11
Credit Facilities
Amendments
During February 2025, the Company executed an amendment to the Revolving Credit Facility, which extended the maturity date to February 2030 and removed the SOFR adjustment.
During February 2025, the Company executed an amendment to the Three-Year Term Loans originally due 2025 to extend the maturity date to February 2028 (“Three-Year Term Loans Due 2028”). As part of the amendment, the credit spread adjustment was removed and the ratings-based margin was reduced by 12.5 basis points.
The Company evaluated these amendments on a lender-by-lender basis and determined that certain lenders should be accounted for as a debt extinguishment and certain lenders should be accounted for as a debt modification. The Company recognized an immaterial loss on debt extinguishment related to the amendments during the three months ended March 28, 2025. For the portion of the Term Loans considered to be extinguished and re-borrowed, the Company has presented offsetting constructive cash inflows and outflows of $83.3
Revolving Credit Facility
The Revolving Credit Facility bears interest at a variable rate equal to SOFR plus a ratings-based margin which was 120.0 basis points as of March 28, 2025. As of March 28, 2025, there were no borrowings outstanding and $750.0 million of available borrowing capacity under the Revolving Credit Facility.
The Three-Year Term Loans Due 2028 (“Term Loans”), which mature on February 12, 2028, bear interest at a variable rate equal to SOFR plus a ratings-based margin which was 112.5 basis points as of March 28, 2025. The interest rate was 5.45 % per annum as of March 28, 2025. There was no material difference between the carrying value and the estimated fair value of the debt outstanding as of March 28, 2025.
Senior Unsecured Notes
The Company’s senior unsecured notes (collectively, the “Registered Notes”) consist of the following:
•$500.0 million aggregate principal amount of senior notes due April 1, 2026 bearing interest at the rate of 1.800 % per year;
•$500.0 million aggregate principal amount of senior notes due April 1, 2028 bearing interest at the rate of 2.400 % per year; and
•$600.0 million aggregate principal amount of senior notes due April 1, 2031 bearing interest at the rate of 2.950 % per year.
The estimated fair value of the Registered Notes was $1.5 billion as of March 28, 2025. The fair value of the Registered Notes was determined based upon Level 2 inputs including indicative prices based upon observable market data. The difference between the fair value and the carrying amounts of the Registered Notes may be attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing.
Short-term Borrowings
As of March 28, 2025, certain of the Company’s businesses were in a cash overdraft position, and such overdrafts are included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Additionally, the Company has other short-term borrowing arrangements with various banks to facilitate short-term cash flow requirements in certain countries also included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Given the nature of the short-term borrowings, the carrying value approximates fair value as of March 28, 2025.
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NOTE 5. ACCUMULATED OTHER COMPREHENSIVE INCOME
The changes in Accumulated other comprehensive income by component are summarized below:
| ($ in millions) | Foreign Currency Translation Adjustments(d) | Other Adjustments (b) | Total | ||||||||||||||
| For the Three Months Ended March 28, 2025: | |||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | |||||||||||||
| Other comprehensive income before reclassifications, net of income taxes | |||||||||||||||||
| Net current period other comprehensive income, net of income taxes | |||||||||||||||||
| Balance, March 28, 2025 | $ | $ | ( | $ | |||||||||||||
| For the Three Months Ended March 29, 2024: | |||||||||||||||||
| Balance, December 31, 2023 | $ | $ | ( | $ | |||||||||||||
| Other comprehensive loss before reclassifications, net of income taxes | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive income: | |||||||||||||||||
| Sale of business | (c) | ||||||||||||||||
| Increase | (a) | ||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net of income taxes | |||||||||||||||||
| Net current period other comprehensive (loss) income, net of income taxes | ( | ( | |||||||||||||||
| Balance, March 29, 2024 | $ | $ | ( | $ | |||||||||||||
(a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost. | |||||||||||||||||
(b) Includes balances relating to defined benefit plans and supplemental executive retirement plans. | |||||||||||||||||
(c) Reclassified to Gain on sale of business in the Consolidated Condensed Statements of Earnings and Comprehensive Income. | |||||||||||||||||
(d) The income tax impact of foreign currency translation adjustments was not significant for the periods presented. | |||||||||||||||||
NOTE 6. SALES
Contract Assets
In certain circumstances, contract assets are recorded which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $6.4 million and $8.0 million as of March 28, 2025 and December 31, 2024, respectively, and are included in Prepaid expenses and other current assets in the accompanying Consolidated Condensed Balance Sheets.
Contract Costs
The Company incurs direct incremental costs to obtain and fulfill certain contracts, typically costs associated with assets used by our customers in certain sales arrangements and sales-related commissions. As of March 28, 2025 and December 31, 2024, the Company had $104.0 million and $101.5 million, respectively, in revenue-related capitalized contract costs primarily related to assets used by the Company’s customers in certain software contracts, which are recorded in Prepaid expenses and other current assets, for the current portion, and Other assets, for the noncurrent portion, in the accompanying Consolidated Condensed Balance Sheets.
Contract Liabilities
The Company’s contract liabilities consist of deferred revenue generally related to customer deposits, post contract support (“PCS”) and extended warranty sales. In these arrangements, the Company generally receives up-front payment and recognizes revenue over the support term of the contracts where applicable. Deferred revenue is classified as current or noncurrent based on the timing of when revenue is expected to be recognized and is included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying Consolidated Condensed Balance Sheets.
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The Company’s contract liabilities consisted of the following:
| ($ in millions) | March 28, 2025 | December 31, 2024 | |||||||||
| Deferred revenue, current | $ | $ | |||||||||
| Deferred revenue, noncurrent | |||||||||||
| Total contract liabilities | $ | $ | |||||||||
During the three months ended March 28, 2025, the Company recognized $56.2 million of revenue related to the Company’s contract liabilities at December 31, 2024. The change in contract liabilities from December 31, 2024 to March 28, 2025 was primarily due to the timing of cash receipts and sales of PCS and extended warranty services.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to performance obligations which are unsatisfied as of the end of the period. The Company has excluded performance obligations with an original expected duration of one year or less and amounts for variable consideration allocated to wholly-unsatisfied performance obligations. Remaining performance obligations as of March 28, 2025 were $456.4 million, the majority of which are related to software-as-a-service and extended warranty and service contracts. The Company expects approximately 65 percent of the remaining performance obligations will be fulfilled within the next two years , 80 percent within the next three years , and 85 percent within four years .
Disaggregation of Revenue
Revenue from contracts with customers is disaggregated by sales of products and services and geographic location for each of the Company’s reportable segments, as it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. In the Company’s disaggregation of revenue by geographic location, high growth markets refers to developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure, which include Eastern Europe, the Middle East, Africa, Latin America and Asia Pacific (with the exception of Japan and Australia).
Disaggregation of revenue was as follows for the three months ended March 28, 2025:
| ($ in millions) | Mobility Technologies | Repair Solutions | Environmental & Fueling Solutions | Eliminations | Total | ||||||||||||||||||||||||
| Sales: | |||||||||||||||||||||||||||||
| Sales of products | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Sales of services | — | ||||||||||||||||||||||||||||
| Intersegment sales | ( | — | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Geographic: | |||||||||||||||||||||||||||||
North America (a) | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Western Europe | — | ||||||||||||||||||||||||||||
| High growth markets | — | ||||||||||||||||||||||||||||
| Rest of world | — | ||||||||||||||||||||||||||||
| Intersegment sales | ( | — | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
(a) Includes total sales in the United States of $495.3 million.
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Disaggregation of revenue was as follows for the three months ended March 29, 2024:
| ($ in millions) | Mobility Technologies | Repair Solutions | Environmental & Fueling Solutions | Other | Eliminations | Total | |||||||||||||||||||||||||||||
| Sales: | |||||||||||||||||||||||||||||||||||
| Sales of products | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||
| Sales of services | — | ||||||||||||||||||||||||||||||||||
| Intersegment sales | ( | — | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Geographic: | |||||||||||||||||||||||||||||||||||
North America (a) | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||
| Western Europe | — | ||||||||||||||||||||||||||||||||||
| High growth markets | — | ||||||||||||||||||||||||||||||||||
| Rest of world | — | ||||||||||||||||||||||||||||||||||
| Intersegment sales | ( | — | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
NOTE 7. INCOME TAXES
The Company’s effective tax rate for the three months ended March 28, 2025 was 20.9 % as compared to 16.0 % for the three months ended March 29, 2024. The increase in the effective tax rate for the three months ended March 28, 2025 as compared to the comparable period in the prior year was due to favorable impacts related to business reorganizations and divestitures during the three months ended March 29, 2024.
NOTE 8. SEGMENT INFORMATION
The President and CEO of Vontier has been identified as the Company’s chief operating decision maker (“CODM”). Segment operating profit is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Segment operating profit represents total segment sales less operating costs attributable to the segment, which does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, including amortization of acquisition-related intangible assets, stock-based compensation expense, restructuring and other related charges and other unallocated income or expense not indicative of the segment’s core operating performance. Corporate costs represent general and administrative expenses for the Company’s corporate functions, including transaction and deal-related costs.
As part of the CODM’s assessment of the Repair Solutions segment, a capital charge calculated based on the segment’s average gross outstanding financing receivables portfolio during the period and an estimated weighted average cost of capital is assessed by Corporate (the “Repair Solutions Capital Charge”).
The CODM does not regularly review any expenses on a segment basis. The CODM is regularly provided with actual and forecasted bookings and sales, and the related core growth for each, and segment operating profit and the related margin on a segment basis to assess segment performance. The CODM also reviews prior forecast to current forecast variances for bookings, sales and segment operating profit as part of the assessment of segment performance.
Intersegment sales primarily result from solutions developed by the Mobility Technologies segment that are integrated into products sold by the Environmental & Fueling Solutions segment. Intersegment sales are recorded at cost plus a margin which is intended to reflect the contribution made by the Mobility Technologies segment. Segment operating profit includes the operating profit from intersegment sales.
The Company’s CODM does not review any information regarding total assets on a segment basis.
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Segment results for the three months ended March 28, 2025 were as follows:
| ($ in millions) | Mobility Technologies | Repair Solutions | Environmental & Fueling Solutions | Eliminations | Total | ||||||||||||||||||||||||
Sales of products and services (a) | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Intersegment sales | — | — | ( | — | |||||||||||||||||||||||||
| Total sales | ( | ||||||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||
| Other segment items | ( | ( | ( | ( | |||||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) Repair Solutions includes interest income related to financing receivables of $18.3 million.
Segment results for the three months ended March 29, 2024 were as follows:
| ($ in millions) | Mobility Technologies | Repair Solutions | Environmental & Fueling Solutions | Other | Eliminations | Total | |||||||||||||||||||||||||||||
Sales of products and services(a) | $ | $ | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||
| Intersegment sales | — | — | — | ( | — | ||||||||||||||||||||||||||||||
| Total sales | ( | ||||||||||||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||||||||
| Other segment items | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
(a) Repair Solutions includes interest income related to financing receivables of $18.9 million.
Other segment items for each reportable segment includes the following for all periods presented:
•Mobility Technologies: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses and research and development expenses.
•Repair Solutions: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses, research and development expenses and the Repair Solutions Capital Charge. The Repair Solutions Capital Charge was $10.9 million and $10.9 million for the three months ended March 28, 2025 and March 29, 2024, respectively.
•Environmental & Fueling Solutions: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses and research and development expenses.
•Other: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses and research and development expenses.
Other segment items does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, as further discussed above.
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A reconciliation of segment operating profit to earnings before income taxes for the three months ended March 28, 2025 and March 29, 2024 were as follows:
| Three Months Ended | |||||||||||
| ($ in millions) | March 28, 2025 | March 29, 2024 | |||||||||
| Segment operating profit | $ | $ | |||||||||
| Corporate & other unallocated costs: | |||||||||||
| Amortization of acquisition-related intangible assets | ( | ( | |||||||||
| Stock-based compensation expense | ( | ( | |||||||||
| Restructuring and other related charges | ( | ( | |||||||||
| Other unallocated expense | ( | ( | |||||||||
| Corporate costs | ( | ( | |||||||||
| Repair Solutions Capital Charge | |||||||||||
| Total corporate & other unallocated costs | ( | ( | |||||||||
| Operating profit | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Gain on sale of business | |||||||||||
| Other non-operating expense, net | ( | ( | |||||||||
| Earnings before income taxes | $ | $ | |||||||||
Depreciation expense by segment for the three months ended March 28, 2025 and March 29, 2024 were as follows:
| Three Months Ended | |||||||||||
| ($ in millions) | March 28, 2025 | March 29, 2024 | |||||||||
| Mobility Technologies | $ | $ | |||||||||
| Repair Solutions | |||||||||||
| Environmental & Fueling Solutions | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
NOTE 9. LITIGATION AND CONTINGENCIES
Warranty
Estimated warranty costs are generally accrued at the time of sale as a component of Cost of sales on the Consolidated Condensed Statements of Earnings and Comprehensive Income. In general, manufactured products are warrantied against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty period terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances, estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known.
The following is a rollforward of the accrued warranty liability:
| ($ in millions) | |||||
| Balance, December 31, 2024 | $ | ||||
| Accruals for warranties issued during the period | |||||
| Settlements made | ( | ||||
| Effect of foreign currency translation | |||||
| Balance, March 28, 2025 | $ | ||||
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Litigation and Other Contingencies
The Company is involved in legal proceedings from time to time in the ordinary course of its business. Although the outcome of such matters is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company.
In accordance with accounting guidance, the Company records a liability in the Consolidated Condensed Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible and a loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed.
Gross liabilities associated with known and future expected asbestos claims and projected insurance recoveries were as follows as of:
| ($ in millions) | Classification | March 28, 2025 | December 31, 2024 | ||||||||||||||
| Gross liabilities | |||||||||||||||||
| Current | Accrued expenses and other current liabilities | $ | $ | ||||||||||||||
| Long-term | Other long-term liabilities | ||||||||||||||||
| Total | |||||||||||||||||
| Projected insurance recoveries | |||||||||||||||||
| Current | Prepaid expenses and other current assets | ||||||||||||||||
| Long-term | Other assets | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
Guarantees
As of March 28, 2025 and December 31, 2024, the Company had guarantees consisting primarily of outstanding standby letters of credit, bank guarantees, and performance and bid bonds of approximately $80.3 million and $81.4 million, respectively. These guarantees have been provided in connection with certain arrangements with vendors, customers, financing counterparties, and governmental entities to secure the Company’s obligations and/or performance requirements related to specific transactions.
NOTE 10. CAPITAL STOCK AND EARNINGS PER SHARE
Earnings Per Share
Basic earnings per share is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by adjusting weighted average common shares outstanding for the dilutive effect of the assumed issuance of shares under stock-based compensation plans, determined using the treasury-stock method, except where the inclusion of such shares would have an anti-dilutive impact.
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Information related to the calculation of net earnings per share of common stock is summarized as follows:
| Three Months Ended | |||||||||||
| (in millions, except per share amounts) | March 28, 2025 | March 29, 2024 | |||||||||
| Numerator: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Denominator: | |||||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Effect of dilutive stock options and RSUs | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
| Earnings per share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Anti-dilutive shares | |||||||||||
Share Repurchase Program
On May 24, 2022, the Company’s Board of Directors approved a replenishment of the Company’s previously approved share repurchase program announced in May 2021, bringing the total amount authorized for future share repurchases to $500.0 million. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use prearranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date.
During the three months ended March 28, 2025, the Company repurchased 1.5 million of the Company’s shares through open market transactions for $55.0 million, at an average price per share of $36.23 .
NOTE 11. SUBSEQUENT EVENTS
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of management and is intended to help the reader understand the results of operations and financial condition of the Company. Our MD&A should be read in conjunction with our MD&A and Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”) and our Consolidated Condensed Financial Statements as of and for the three months ended March 28, 2025 included in this Form 10-Q.
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this quarterly report, in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws.
Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made. Important factors that could cause actual results to differ materially from those envisaged in the forward-looking statements include the following:
•If we cannot adjust our manufacturing capacity, supply chain management or the purchases required for our manufacturing activities to reflect changes in market conditions, customer demand and supply chain or transportation disruptions, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components and services has in the past could in the future cause production interruptions, delays and inefficiencies.
•Our growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.
•Changes in our software and subscription businesses may adversely impact our business, financial condition and results of operations.
•The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
•Our restructuring actions could have long-term adverse effects on our business.
•As of March 28, 2025, we have outstanding indebtedness of approximately $2.1 billion and the ability to incur an additional $750.0 million of indebtedness under the Revolving Credit Facility and in the future we may incur additional indebtedness. This indebtedness could adversely affect our businesses and our ability to meet our obligations and pay dividends.
•We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
•Any inability to consummate acquisitions at our historical rates and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.
•Our acquisition of businesses, investments, joint ventures and other strategic relationships could negatively impact our financial statements.
•Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have sold could adversely affect our financial statements.
•Conditions in the global economy, the particular markets we serve and the financial markets may adversely affect our business and financial statements.
•Changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations, may have a material adverse effect on us.
•Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, key distributors and other channel partners could adversely affect our financial statements.
•Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations.
•Defects, tampering, unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could adversely affect our business, reputation and financial statements.
•Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
•Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business partners.
•If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.
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•Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.
•If we suffer a loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
•Our ability to attract, develop and retain talented executives and other key employees is critical to our success.
•Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.
•Global economic, political, legal, compliance, supply chain, epidemic, pandemic and business factors could negatively affect our financial statements.
•Foreign currency exchange rates may adversely affect our financial statements.
•Changes in, or status of implementation of, industry standards and governmental regulations, including the interpretation or enforcement thereof, may reduce demand for our products or services, increase our expenses or otherwise adversely impact our business model.
•Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial statements and our business, including our reputation.
•We are party to asbestos-related product litigation that could adversely affect our financial condition, results of operations and cash flows.
•A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws could adversely affect our business, reputation and financial statements.
•Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our business, reputation and financial statements.
•We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our business and financial statements.
•If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.
•We may be required to recognize impairment charges for our goodwill and other intangible assets.
•Changes in our effective tax rates or exposure to additional income tax liabilities or assessments could affect our profitability. In addition, audits by tax authorities could result in additional payments for prior periods.
See “Item 1A. Risk Factors” in our 2024 Annual Report on Form 10-K and “Part II - Item 1A. Risk Factors” in this Form 10-Q for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
OVERVIEW
General
Vontier is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. Leveraging leading market positions, decades of domain expertise and unparalleled portfolio breadth, Vontier enables the way the world moves, delivering smart, safe and sustainable solutions to our customers and the planet. Vontier has a culture of continuous improvement and innovation built upon the foundation of the Vontier Business System and embraced by colleagues worldwide.
We operate through three reportable segments which align to our three operating segments: (i) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, telematics, data analytics, software platform for electric vehicle charging networks and integrated solutions for alternative fuel dispensing; (ii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees; and (iii) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure. Our Coats business, which was divested during January 2024, is presented in Other for periods prior to the divestiture.
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Outlook
We expect core sales to increase on a year-over-year basis in 2025. Our outlook is subject to various assumptions and risks, including but not limited to the impact of changes in United States and international trade policies, other changes in governmental policies or regulations, the resilience and durability of the economies of the United States and other critical regions, the condition of global supply chains, including the availability of electronic components, the impact of international conflicts, including Russia-Ukraine and conflicts in the Middle East and market conditions in key end product segments. Additional uncertainties are identified in “Information Relating to Forward-Looking Statements” above and in “Risk Factors” in our 2024 Annual Report on Form 10-K.
We continue to monitor the macroeconomic and geopolitical conditions which may impact our business, including monetary and fiscal policies, changes in the banking system and investment and taxation policy initiatives being considered in the United States and by the Organization for Economic Co-operation and Development. We also continue to monitor the Russia-Ukraine conflict and conflicts in the Middle East and the impact on our business and operations. As of the filing date of this report, we do not believe they are material.
During April 2025, the United States announced a new baseline tariff of 10%, plus an additional country-specific tariff, on all imports into the United States. In response, certain countries announced reciprocal tariffs on imports from the United States. While certain of these tariffs have been temporarily paused, the United States and China have maintained reciprocal tariffs on imports between the respective countries. We import inventory into the United States from a number of countries, and as such, if tariffs remain in effect for a prolonged period of time, we expect our cost to import inventory into the United States to increase. We continue to diversify our supply chain to reduce our exposure to tariffs on imports into the United States, particularly from high-tariff countries such as China. In addition, certain of our products manufactured in the United States are exported internationally and are subject to reciprocal tariffs. If we are unable to effectively mitigate the financial impact of tariffs, or if tariffs lead to other impacts, including but not limited to a decrease in demand for our products, it would have a material impact on our business, financial condition and results of operations.
RESULTS OF OPERATIONS
Comparison of Results of Operations
| Three Months Ended | |||||||||||||||||||||||
| ($ in millions) | March 28, 2025 | % of Sales | March 29, 2024 | % of Sales | |||||||||||||||||||
| Sales | $ | 741.1 | $ | 755.8 | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
Cost of sales(a) | (390.9) | 52.7 | % | (383.8) | 50.8 | % | |||||||||||||||||
| Selling, general and administrative expenses (“SG&A”) | (160.3) | 21.6 | % | (165.4) | 21.9 | % | |||||||||||||||||
| Research and development expenses (“R&D”) | (40.2) | 5.4 | % | (44.5) | 5.9 | % | |||||||||||||||||
| Amortization of acquisition-related intangible assets | (19.6) | 2.6 | % | (20.0) | 2.6 | % | |||||||||||||||||
| Operating profit | $ | 130.1 | 17.6 | % | $ | 142.1 | 18.8 | % | |||||||||||||||
(a) Excluding amortization of acquisition-related intangible assets.
Sales
The components of our consolidated sales growth were as follows for the periods indicated:
| % Change Three Months Ended March 28, 2025 vs. Comparable 2024 Period | |||||
| Total sales growth (GAAP) | (1.9) | % | |||
| Core sales (Non-GAAP) | (0.7) | % | |||
| Acquisitions and divestitures (Non-GAAP) | (0.2) | % | |||
| Currency exchange rates (Non-GAAP) | (1.0) | % | |||
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Sales for each of our segments were as follows for the periods indicated:
| Three Months Ended | |||||||||||
| ($ in millions) | March 28, 2025 | March 29, 2024 | |||||||||
Mobility Technologies(a) | $ | 270.5 | $ | 242.7 | |||||||
| Repair Solutions | 153.0 | 182.4 | |||||||||
| Environmental & Fueling Solutions | 329.8 | 331.0 | |||||||||
| Other | — | 1.3 | |||||||||
| Intersegment eliminations | (12.2) | (1.6) | |||||||||
| Total | $ | 741.1 | $ | 755.8 | |||||||
(a) Includes $12.2 million and $1.6 million of intersegment sales for three months ended March 28, 2025 and March 29, 2024, respectively, that are eliminated in consolidation.
Mobility Technologies
The components of sales growth for our Mobility Technologies segment were as follows for the periods indicated:
| % Change Three Months Ended March 28, 2025 vs. Comparable 2024 Period | |||||
| Total sales growth (GAAP) | 11.5 | % | |||
| Core sales (Non-GAAP) | 12.7 | % | |||
| Acquisitions and divestitures (Non-GAAP) | — | % | |||
| Currency exchange rates (Non-GAAP) | (1.2) | % | |||
Total sales within our Mobility Technologies segment increased 11.5% during the three months ended March 28, 2025, as compared to the comparable period in 2024, driven by a 12.7% increase in core sales, partially offset by a 1.2% decrease due to the impact of currency translation. The increase in core sales was due to solid demand for our convenience retail payment and enterprise productivity solutions, partially offset by lower demand for our car wash solutions.
Repair Solutions
The components of sales growth for our Repair Solutions segment were as follows for the periods indicated:
| % Change Three Months Ended March 28, 2025 vs. Comparable 2024 Period | |||||
| Total sales growth (GAAP) | (16.1) | % | |||
| Core sales (Non-GAAP) | (15.9) | % | |||
| Acquisitions and divestitures (Non-GAAP) | — | % | |||
| Currency exchange rates (Non-GAAP) | (0.2) | % | |||
Total sales and core sales within our Repair Solutions segment decreased 16.1% and 15.9%, respectively, during the three months ended March 28, 2025, as compared to the comparable period in 2024, due to a decrease in volume from a shift in the timing of the annual Matco Expo event, which was held during the first fiscal quarter of 2024, but will be held during the second fiscal quarter of 2025, and macroeconomic impacts on service technicians’ discretionary spending.
Environmental & Fueling Solutions
The components of sales growth for our Environmental & Fueling Solutions segment were as follows for the periods indicated:
| % Change Three Months Ended March 28, 2025 vs. Comparable 2024 Period | |||||
| Total sales growth (GAAP) | (0.4) | % | |||
| Core sales (Non-GAAP) | 0.9 | % | |||
| Acquisitions and divestitures (Non-GAAP) | — | % | |||
| Currency exchange rates (Non-GAAP) | (1.3) | % | |||
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Total sales within our Environmental & Fueling Solutions segment decreased 0.4% during the three months ended March 28, 2025, as compared to the comparable period in 2024, driven by a 0.9% increase in core sales, offset by a 1.3% decrease due to the impact of currency translation. The increase in core sales was due to growth in environmental solutions and service sales.
Cost of Sales
Cost of sales, excluding amortization of acquisition-related intangible assets, increased $7.1 million, or 1.8%, for the three months ended March 28, 2025, as compared to the comparable period in 2024, and as a percentage of sales, increased 190 basis points during the same period, due to a $29.9 million increase in the Mobility Technologies segment from core sales growth as discussed above, partially offset by a $13.2 million decrease in the Repair Solutions segment due to a shift in the timing of the annual Matco Expo event.
Operating Costs and Other Expenses
SG&A Expenses
SG&A expenses decreased $5.1 million, or 3.1%, during the three months ended March 28, 2025, as compared to the comparable period in 2024, and as a percentage of sales, decreased 30 basis points during the same period, due to savings from focus prioritization process (“FPP”) initiatives, restructuring activities and other cost optimization.
R&D Expenses
R&D expenses decreased $4.3 million, or 9.7%, during the three months ended March 28, 2025, as compared to the comparable period in 2024, due to savings from FPP initiatives. R&D expenses as a percentage of sales decreased 50 basis points during the three months ended March 28, 2025, as compared to the comparable period in 2024.
Amortization of Acquisition-Related Intangible Assets
Amortization of acquisition-related intangible assets decreased $0.4 million, or 2.0%, during the three months ended March 28, 2025, as compared to the comparable period in 2024 and as a percentage of sales, was flat during the same periods.
Operating Profit
Operating profit decreased $12.0 million, or 8.4%, during the three months ended March 28, 2025, as compared to the comparable period in 2024, and operating profit margins decreased 120 basis points during the same period.
Segment operating profit is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Segment operating profit represents total segment sales less operating costs attributable to the segment, which does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, including amortization of acquisition-related intangible assets, stock-based compensation expense, restructuring and other related charges and other unallocated income or expense not indicative of the segment’s core operating performance. As part of the CODM’s assessment of the Repair Solutions segment, a capital charge calculated based on the segment’s average gross outstanding financing receivables portfolio during the period and an estimated weighted average cost of capital is assessed by Corporate (the “Repair Solutions Capital Charge”). Refer to Note 8. Segment Information to the Consolidated Condensed Financial Statements for additional information.
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Segment operating profit, operating profit and related margins were as follows for the periods indicated:
| Three Months Ended | |||||||||||||||||||||||
| ($ in millions) | March 28, 2025 | Margin | March 29, 2024 | Margin | |||||||||||||||||||
| Mobility Technologies | $ | 51.9 | 19.2 | % | $ | 47.6 | 19.6 | % | |||||||||||||||
| Repair Solutions | 33.2 | 21.7 | 44.7 | 24.5 | |||||||||||||||||||
| Environmental & Fueling Solutions | 97.5 | 29.6 | 97.3 | 29.4 | |||||||||||||||||||
| Other | — | — | (0.4) | (30.8) | |||||||||||||||||||
Corporate & other unallocated costs(a) | (52.5) | (7.1) | (47.1) | (6.2) | |||||||||||||||||||
| Total operating profit | $ | 130.1 | 17.6 | % | $ | 142.1 | 18.8 | % | |||||||||||||||
(a) Margin for corporate & other unallocated costs is presented as a percentage of total sales. Refer to further discussion of Corporate & other unallocated costs below.
Mobility Technologies
Segment operating profit for our Mobility Technologies segment increased $4.3 million, or 9.0%, during the three months ended March 28, 2025, as compared to the comparable period in 2024, and segment operating profit margin decreased 40 basis points during the same period. The decrease in segment operating profit margin was due to unfavorable mix and a one-time settlement of $0.7 million.
Repair Solutions
Segment operating profit for our Repair Solutions segment decreased $11.5 million, or 25.7%, during the three months ended March 28, 2025, as compared to the comparable period in 2024, and segment operating profit margin decreased 280 basis points during the same period. The decrease in segment operating profit margin was due to a decrease in volume, as further discussed above, and unfavorable product mix.
Environmental & Fueling Solutions
Segment operating profit for our Environmental & Fueling Solutions segment increased $0.2 million, or 0.2%, during the three months ended March 28, 2025, as compared to the comparable period in 2024, and segment operating profit margin increased 20 basis points during the same period. The increase in segment operating profit margin was due to cost optimization.
Corporate & Other Unallocated Costs
Corporate & other unallocated costs consists of the following for the periods indicated:
| Three Months Ended | |||||||||||
| ($ in millions) | March 28, 2025 | March 29, 2024 | |||||||||
| Amortization of acquisition-related intangible assets | $ | (19.6) | $ | (20.0) | |||||||
| Stock-based compensation expense | (7.5) | (9.5) | |||||||||
| Restructuring and other related charges | (4.3) | (4.7) | |||||||||
| Other unallocated expense | (9.6) | (0.4) | |||||||||
| Corporate costs | (22.4) | (23.4) | |||||||||
| Repair Solutions Capital Charge | 10.9 | 10.9 | |||||||||
| Total corporate & other unallocated costs | $ | (52.5) | $ | (47.1) | |||||||
Corporate & other unallocated costs increased $5.4 million, or 11.5%, during the three months ended March 28, 2025, as compared to the comparable period in 2024, due to a $9.2 million increase in other unallocated expense from $6.6 million of asset impairments recognized during the three months ended March 28, 2025. The increase in other unallocated expense was partially offset by a $2.0 million decrease in stock-based compensation expense and a $1.0 million decrease in corporate costs from savings from restructuring activities and other cost optimization. Corporate & other unallocated costs as a percentage of total sales increased 90 basis points during the three months ended March 28, 2025, as compared to the comparable period in 2024.
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NON-GAAP FINANCIAL MEASURES
Core Sales
We define core sales as total sales excluding (i) sales from acquired and certain divested businesses; (ii) the impact of currency translation; and (iii) certain other items.
•References to sales attributable to acquisitions or acquired businesses refer to GAAP sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to certain divested or exited businesses or product lines not considered discontinued operations.
•The portion of sales attributable to the impact of currency translation is calculated as the difference between (a) the period-to-period change in sales (excluding sales from acquired businesses) and (b) the period-to-period change in sales, including foreign operations, (excluding sales from acquired businesses) after applying the current period foreign exchange rates to the prior year period.
•The portion of sales attributable to other items is calculated as the impact of those items which are not directly correlated to core sales which do not have an impact on the current or comparable period.
Core sales should be considered in addition to, and not as a replacement for or superior to, total sales, and may not be comparable to similarly titled measures reported by other companies.
Management believes that reporting the non-GAAP financial measure of core sales provides useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our sales performance with our performance in prior and future periods and to our peers. We exclude the effect of acquisitions and certain divestiture-related items because the nature, size and number of such transactions can vary dramatically from period to period and between us and our peers. We exclude the effect of currency translation and certain other items from core sales because these items are either not under management’s control or relate to items not directly correlated to core sales. Management believes the exclusion of these items from core sales may facilitate assessment of underlying business trends and may assist in comparisons of long-term performance.
INTEREST COSTS
Interest expense, net was $15.1 million during the three months ended March 28, 2025, as compared to $18.9 million for the comparable period in 2024, a decrease of $3.8 million, driven by a decrease in our outstanding debt obligations and an increase in interest income between periods.
For a discussion of our outstanding indebtedness, refer to Note 4. Financing to the Consolidated Condensed Financial Statements.
INCOME TAXES
Our effective tax rate for the three months ended March 28, 2025 was 20.9% as compared to 16.0% for the three months ended March 29, 2024. The increase in the effective tax rate for the three months ended March 28, 2025 as compared to the comparable period in the prior year was due to favorable impacts related to business reorganizations and divestitures during the three months ended March 29, 2024.
COMPREHENSIVE INCOME
Comprehensive income decreased by $11.7 million during the three months ended March 28, 2025, as compared to the comparable period in 2024. Comprehensive income for the three months ended March 28, 2025 includes favorable foreign currency translation adjustments of $15.0 million while comprehensive income for the three months ended March 29, 2024 includes a gain on the sale of the Company’s Coats business of $39.8 million and unfavorable currency translation adjustments of $22.3 million.
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LIQUIDITY AND CAPITAL RESOURCES
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. As of March 28, 2025, we held $333.6 million of cash and cash equivalents and had $750.0 million of borrowing capacity under our revolving credit facility. We generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity will be sufficient to allow us to continue to support working capital needs, capital expenditures, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities and pension plans as required, invest in existing businesses, consummate strategic acquisitions, manage our capital structure on a short and long-term basis and support other business needs or objectives. We also have purchase obligations which consist of agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. As of March 28, 2025, we believe that we have sufficient liquidity to satisfy our cash needs.
Our long-term debt requires, among others, that we maintain certain financial covenants, and we were in compliance with all of these covenants as of March 28, 2025.
2025 Financing and Capital Transactions
During the three months ended March 28, 2025, we completed the following financing and capital transactions:
•Voluntarily repaid $50.0 million of the Three-Year Term Loans Due 2025;
•Executed an amendment to extend the maturity date of the Three-Year Term Loans Due 2025 to February 2028, remove the credit spread adjustment and reduce the ratings-based margin by 12.5 basis points;
•Executed an amendment to the Revolving Credit Facility, which extended the maturity date to February 2030 and removed the SOFR adjustment;
•Repurchased 1.5 million shares for $55.0 million in the open market.
Refer to Note 4. Financing to the Consolidated Condensed Financial Statements for more information related to our long-term indebtedness and Note 10. Capital Stock and Earnings per Share to the Consolidated Condensed Financial Statements for more information related to our share repurchases.
Overview of Cash Flows and Liquidity
Following is an overview of our cash flows and liquidity:
| Three Months Ended | |||||||||||
| ($ in millions) | March 28, 2025 | March 29, 2024 | |||||||||
| Net cash provided by operating activities | $ | 110.4 | $ | 91.5 | |||||||
| Proceeds from sale of business, net of cash provided | $ | — | $ | 70.5 | |||||||
| Payments for additions to property, plant and equipment | (17.7) | (20.2) | |||||||||
| Proceeds from sale of property, plant and equipment | — | 0.9 | |||||||||
| Cash paid for equity investments | — | (0.2) | |||||||||
| Net cash (used in) provided by investing activities | $ | (17.7) | $ | 51.0 | |||||||
| Proceeds from issuance of long-term debt | $ | 83.3 | $ | — | |||||||
| Repayment of long-term debt | (133.3) | (50.0) | |||||||||
| Net repayments of short-term borrowings | — | (1.0) | |||||||||
| Payments for debt issuance costs | (2.3) | — | |||||||||
| Payments of common stock cash dividend | (3.7) | (3.9) | |||||||||
| Purchases of treasury stock | (55.0) | (21.6) | |||||||||
| Proceeds from stock option exercises | 1.9 | 12.8 | |||||||||
| Other financing activities | (10.6) | (10.7) | |||||||||
| Net cash used in financing activities | $ | (119.7) | $ | (74.4) | |||||||
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Operating Activities
Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments for income taxes, restructuring activities and other items impact reported cash flows.
Cash flows from operating activities were $110.4 million during the three months ended March 28, 2025, an increase of $18.9 million, as compared to the comparable period in 2024. The year-over-year change in operating cash flows was primarily attributable to the following factors:
•The aggregate of accounts receivable and long-term financing receivables generated $3.3 million of operating cash flows during the three months ended March 28, 2025 compared to using $28.2 million in the comparable period of 2024. The amount of cash flow generated from or used by accounts receivable depends upon how effectively we manage the cash conversion cycle and can be significantly impacted by the timing of collections in a period. Additionally, when we originate certain financing receivables, we assume the financing receivable by decreasing the franchisee’s trade accounts receivable. As a result, originations of certain financing receivables are non-cash transactions.
•The aggregate of other operating assets and liabilities used $26.1 million during the three months ended March 28, 2025 compared to using $11.8 million in the comparable period of 2024. This change is due primarily to working capital needs and the timing of accruals and payments and tax-related amounts.
Investing Activities
Net cash used in investing activities was $17.7 million during the three months ended March 28, 2025, driven by payments for additions to property, plant and equipment. Net cash provided by investing activities was $51.0 million during the three months ended March 29, 2024, driven by proceeds from the sale of our Coats business, partially offset by payments for additions to property, plant and equipment.
We made capital expenditures of $17.7 million and $20.2 million during the three months ended March 28, 2025 and March 29, 2024, respectively.
Financing Activities
Net cash used in financing activities was $119.7 million during the three months ended March 28, 2025, driven by the voluntary repayment of $50.0 million of the Three-Year Term Loans due 2025 and repurchases of the Company’s common stock of $55.0 million. Net cash used in financing activities was $74.4 million during the three months ended March 29, 2024, driven by the voluntary repayment of $50.0 million of the Three-Year Term Loans due 2024 and repurchases of the Company’s common stock of $21.6 million.
Share Repurchase Program
Refer to Note 10. Capital Stock and Earnings per Share to the Consolidated Condensed Financial Statements for a description of the Company’s share repurchase program.
Dividends
We paid regular quarterly cash dividends of $0.025 per share during the three months ended March 28, 2025. The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, cash flows, capital requirements, financial condition and general business conditions.
Supplemental Guarantor Financial Information
As of March 28, 2025, we had $1.6 billion in aggregate principal amount of the Registered Notes and $500.0 million in aggregate principal amount outstanding of the Term Loans. Our obligations to pay principal and interest on the Registered Notes and Term Loans are fully and unconditionally guaranteed on a joint and several basis on an unsecured, unsubordinated basis by Gilbarco Inc. and Matco Tools Corporation, two of Vontier’s wholly-owned subsidiaries (the “Guarantor Subsidiaries”). Our other subsidiaries do not guarantee any such indebtedness (collectively, the “Non-Guarantor Subsidiaries”). Refer to Note 4. Financing to the Consolidated Condensed Financial Statements for additional information regarding the terms of our Registered Notes and the Term Loans.
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The Registered Notes and the guarantees thereof are the Company’s and the Guarantor Subsidiaries’ senior unsecured obligations and:
•rank without preference or priority among themselves and equally in right of payment with our existing and any future unsecured and unsubordinated indebtedness, including, without limitation, indebtedness under our credit agreement;
•are senior in right of payment to any of our existing and future indebtedness that is subordinated to the notes;
•are effectively subordinated to any of our existing and future secured indebtedness to the extent of the assets securing such indebtedness; and
•are structurally subordinated to all existing and any future indebtedness and any other liabilities of our Non-Guarantor Subsidiaries.
The following tables present summarized financial information for Vontier Corporation and the Guarantor Subsidiaries on a combined basis and after the elimination of (a) intercompany transactions and balances between Vontier Corporation and the Guarantor Subsidiaries and (b) equity in earnings from and investments in the Non-Guarantor Subsidiaries.
Summarized Results of Operations Data ($ in millions) | Three Months Ended March 28, 2025 | ||||
Net sales (a) | $ | 368.9 | |||
Operating profit (b) | 115.8 | ||||
Net income (c) | $ | 79.2 | |||
(a) Includes intercompany sales of $6.5 million. | |||||
(b) Includes intercompany operating profit of $1.2 million. | |||||
(c) Includes intercompany pretax income of $2.3 million. | |||||
Summarized Balance Sheet Data ($ in millions) | March 28, 2025 | ||||
| Assets | |||||
| Current assets | $ | 454.4 | |||
| Intercompany receivables | 2,140.3 | ||||
| Noncurrent assets | 654.5 | ||||
| Total assets | $ | 3,249.2 | |||
| Liabilities | |||||
| Current liabilities | $ | 345.9 | |||
| Intercompany payables | 279.2 | ||||
| Noncurrent liabilities | 2,143.2 | ||||
| Total liabilities | $ | 2,768.3 | |||
CRITICAL ACCOUNTING ESTIMATES
There were no material changes to the Company’s critical accounting estimates described in the Company’s 2024 Annual Report on Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Instruments and Risk Management,” in the Company’s 2024 Annual Report on Form 10-K. There were no material changes to this information during the three months ended March 28, 2025.
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ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of the President and Chief Executive Officer, and the Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the President and Chief Executive Officer, and the Senior Vice President and Chief Financial Officer, have concluded that, as of the end of such period, these disclosure controls and procedures were effective.
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Vontier is party in the ordinary course of business, and may in the future be involved in, legal proceedings, litigation, claims, and government investigations. Although the results of the legal proceedings, claims, and government investigations in which we are involved cannot be predicted with certainty, we do not believe that the final outcome of these matters is reasonably likely to have a material adverse effect on our business, financial condition, or operating results.
Refer to Note 9. Litigation and Contingencies to the Consolidated Condensed Financial Statements in this Form 10-Q for more information on certain legal proceedings.
ITEM 1A. RISK FACTORS
Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in “Risk Factors” in Part I - Item 1A of our 2024 Annual Report on Form 10-K. There were no material changes during the three months ended March 28, 2025 to the risk factors reported in our 2024 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) Purchases of Equity Securities by the Issuer
On May 24, 2022, the Company’s Board of Directors approved a replenishment of the Company’s previously approved share repurchase program announced in May 2021, bringing the total amount authorized for future share repurchases to $500.0 million. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use prearranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date.
The following table sets forth our share repurchase activity for the three months ended March 28, 2025:
| Period | Total Number of Shares Purchased (in millions) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in millions) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ($ in millions) | |||||||||||||||||||
| January 1, 2025 - January 24, 2025 | 0.6 | $ | 37.11 | 0.6 | $ | 107.1 | |||||||||||||||||
| January 25, 2025 - February 21, 2025 | 0.3 | 38.64 | 0.3 | 95.1 | |||||||||||||||||||
| February 22, 2025 - March 28, 2025 | 0.6 | 34.09 | 0.6 | 74.6 | |||||||||||||||||||
| Total | 1.5 | 1.5 | |||||||||||||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended March 28, 2025, none of the Company’s directors or executive officers adopted terminated
ITEM 6. EXHIBITS
| Incorporated by Reference (Unless Otherwise Indicated) | |||||||||||||||||
| Exhibit Number | Exhibit Index | Form | File No. | Exhibit | Filing Date | ||||||||||||
| 10.1 | 8-K | 001-39483 | 10.1 | February 13, 2025 | |||||||||||||
| 10.2 | 8-K | 001-39483 | 10.2 | February 13, 2025 | |||||||||||||
| 10.3 | 8-K | 001-39483 | 10.1 | February 26, 2025 | |||||||||||||
| 22.1 | 10-K | 001-39483 | 22.1 | February 13, 2025 | |||||||||||||
| 31.1 | — | — | Filed herewith | ||||||||||||||
| 31.2 | — | — | Filed herewith | ||||||||||||||
| 32.1 | — | — | Filed herewith | ||||||||||||||
| 32.2 | — | — | Filed herewith | ||||||||||||||
| 101.INS | Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | — | — | Filed herewith | |||||||||||||
| 101.SCH | Inline XBRL Taxonomy Schema Document | — | — | Filed herewith | |||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | — | — | Filed herewith | |||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | — | — | Filed herewith | |||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | — | — | Filed herewith | |||||||||||||
| 101.PRE | Inline Taxonomy Extension Presentation Linkbase Document | — | — | Filed herewith | |||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | — | — | Filed herewith | |||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VONTIER CORPORATION: | ||||||||
| Date: May 1, 2025 | By: | /s/ Anshooman Aga | ||||||
| Anshooman Aga | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
| Date: May 1, 2025 | By: | /s/ Paul V. Shimp | ||||||
| Paul V. Shimp | ||||||||
| Chief Accounting Officer | ||||||||
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