Luxfer Holdings PLC 10-Q, filed Oct 28, 2026
Luxfer Holdings PLC (LXFR)
About this 10-Q
Luxfer Holdings PLC filed this 10-Q on October 28, 2026, covering the quarter ended September 27, 2026.
Luxfer Holdings PLC reported net sales of 91.7 and net income of 0.9, compared with 95.6 and 2.7, respectively. AI summary
Headline figures
Quarter ended September 27, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $91.7M
- down 4.1% from $95.6M a year earlier
- Net income
- $900K
- down 66.7% from net income of $2.7M a year earlier
- Diluted EPS
- $0.03
- down 70.0% from $0.10 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
|
|
| For the Quarterly Period Ended |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
Luxfer Holdings PLC
(Exact Name of Registrant as Specified in Its Charter)
| ||
State or Other Jurisdiction of Incorporation or Organization |
| I.R.S. Employer Identification No. |
Address of principal executive offices
Registrant’s telephone number, including area code: +1
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company |
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|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The number of shares outstanding of Registrant’s only class of ordinary stock on September 27, 2026, was
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
|
| Third Quarter |
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| Year-to-date |
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In millions, except share and per-share data |
| 2026 |
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| 2025 |
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| 2026 |
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| 2025 |
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Net sales |
| $ |
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| $ |
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| $ |
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| $ |
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Cost of goods sold |
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Gross profit |
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Selling, general and administrative expenses |
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Research and development |
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Restructuring charges |
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Disposal related costs |
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Loss on assets held-for-sale |
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Other costs |
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Operating income |
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Net interest expense |
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Net defined benefit pension (charge) / credit |
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Income before income taxes |
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Provision for income taxes |
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Net income |
| $ |
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| $ |
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| $ |
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| $ |
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Earnings per share |
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Basic |
| $ |
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| $ |
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| $ |
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| $ |
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Diluted |
| $ |
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| $ |
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| $ |
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| $ |
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Weighted average ordinary shares outstanding |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / LOSS (UNAUDITED)
|
| Third Quarter |
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| Year-to-date |
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In millions |
| 2026 |
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| 2025 |
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| 2026 |
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| 2025 |
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Net income |
| $ |
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| $ |
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| $ |
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| $ |
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Other comprehensive income / (loss), net of tax |
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Net change in foreign currency translation adjustment |
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Pension and post-retirement actuarial gains, net of $, $, $ and $ tax, respectively |
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Other comprehensive income / (loss), net of tax |
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Total comprehensive income / (loss) |
| $ |
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| $ | ( | ) |
| $ |
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| $ |
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See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
| September 27, |
|
| December 31, |
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In millions, except share and per-share data |
| 2026 |
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| 2025 |
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Current assets |
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Cash and cash equivalents |
| $ |
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| $ |
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Restricted cash |
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Accounts and other receivables, net of allowances of $ and $, respectively |
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Prepayments and accrued income |
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Inventories |
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Current assets held-for-sale |
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Total current assets |
| $ |
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| $ |
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Non-current assets |
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Property, plant and equipment, net |
| $ |
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| $ |
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Right-of-use assets from operating leases |
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Goodwill |
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Intangibles, net |
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Deferred tax assets |
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Pensions and other retirement benefits |
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Investments and loans to joint ventures and other affiliates |
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Total assets |
| $ |
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| $ |
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Current liabilities |
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Current maturities of long-term debt and short-term borrowings |
| $ |
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| $ |
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Accounts payable |
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Accrued liabilities |
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Taxes on income |
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Current liabilities held-for-sale |
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Other current liabilities |
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Total current liabilities |
| $ |
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| $ |
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Non-current liabilities |
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Long-term debt |
| $ |
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| $ |
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Pensions and other retirement benefits |
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Deferred tax liabilities |
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Other non-current liabilities |
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Total liabilities |
| $ |
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| $ |
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Commitments and contingencies (Note 16) |
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Shareholders' equity |
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Ordinary shares of £ par value; authorized shares for 2026 and 2025; issued for 2026 and 2025; outstanding and for 2026 and 2025, respectively |
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Additional paid-in capital |
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Treasury shares |
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Company shares held by ESOP |
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Retained earnings |
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Accumulated other comprehensive loss |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
| $ |
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| $ |
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See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
| Year-to-date |
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In millions |
| 2026 |
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| 2025 |
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Operating activities |
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Net income |
| $ |
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| $ |
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Adjustments to reconcile net income to net cash provided / (used) by operating activities |
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Depreciation |
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Depreciation of right of use assets |
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Amortization of purchased intangible assets |
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Amortization of debt issuance costs |
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Share-based compensation charges |
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Deferred income taxes |
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Non-cash restructuring charges |
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Loss on held for sale asset group |
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Defined benefit pension credit |
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Refund on U.K. pension plan surplus |
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Tax on refund of U.K. pension plan surplus |
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Changes in assets and liabilities |
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Accounts and other receivables |
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Inventories |
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| ( | ) |
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| ( | ) |
Current assets held-for-sale |
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| ( | ) | |
Prepayments and accrued income |
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Accounts payable |
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Accrued liabilities |
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Current liabilities held-for-sale |
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Other current liabilities |
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Other non-current assets and liabilities |
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Net cash provided by operating activities |
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Investing activities |
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Capital expenditures |
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Net proceeds from sale of businesses |
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Net cash used by investing activities |
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Financing activities |
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Net drawdown of bank overdraft |
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Repayment of loan note |
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Gross drawdowns of borrowings greater than three months |
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Gross repayments of borrowings greater than three months |
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Net drawdowns of borrowings / (repayments) less than three months |
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Debt issuance costs |
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Repurchase of own shares |
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Share-based compensation cash paid |
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Dividends paid |
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Net cash provided / (used) by financing activities |
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| ( | ) | |
Effect of exchange rate changes on cash and cash equivalents |
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Net increase |
| $ |
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| $ |
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Cash, cash equivalents and restricted cash; beginning of year |
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Cash, cash equivalents and restricted cash; end of the Third quarter |
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Supplemental cash flow information: |
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Interest payments |
| $ |
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| $ |
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Income tax payments, net |
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See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
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| Own |
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| Own |
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| shares |
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| shares |
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| Accumulated |
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| Additional |
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| Treasury |
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| Treasury |
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| held by |
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| held by |
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| other |
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| Ordinary |
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| paid-in |
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| shares |
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| shares |
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| ESOP |
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| ESOP |
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| Retained |
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| comprehensive |
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| Total |
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In millions, |
| shares |
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| capital |
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| Number |
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| Amount |
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| Number |
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| Amount |
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| earnings |
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| loss |
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| equity |
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At January 1, 2026 |
| $ |
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| $ |
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|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
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Net income |
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| — |
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| — |
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Other comprehensive loss, net of tax |
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| — |
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| — |
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| ( | ) |
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Dividends declared and paid |
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| — |
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| — |
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| ( | ) |
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| ( | ) | |||||
Share-based compensation |
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| — |
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| — |
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Share buyback |
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| — |
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| ( | ) |
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| — |
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Utilization of shares from ESOP to satisfy share based compensation |
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| ( | ) |
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| — |
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| ( | ) | ||||||
At March 29, 2026 |
| $ |
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| $ |
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| ( | ) |
| $ | ( | ) |
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| ( | ) |
| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ |
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Net income |
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| — |
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| — |
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Other comprehensive loss, net of tax |
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| — |
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| — |
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| ( | ) |
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| ( | ) | |||||
Dividends declared and paid |
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| — |
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| — |
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| ( | ) |
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| ( | ) | |||||
Share based compensation |
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| — |
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| — |
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Share buyback |
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| ( | ) |
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| ( | ) |
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| — |
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| ( | ) | |||||
Utilization of treasury shares to satisfy share based compensation |
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| ( | ) |
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| — |
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| ( | ) | ||||||
At June 28, 2026 |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Net profit |
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| — |
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| — |
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Other comprehensive income, net of tax |
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| — |
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| — |
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| |||||||
Dividends declared and paid |
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| — |
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| — |
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| ( | ) |
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| ( | ) | |||||
Share based compensation |
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| — |
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| — |
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| |||||||
At September 27, 2026 |
| $ |
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||||
See accompanying notes to condensed consolidated financial statements
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| Own |
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| Own |
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| |
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| |
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| |
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| |
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| |
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| |
| shares |
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| shares |
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| |
| Accumulated |
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| | |||
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| |
| Additional |
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| Treasury |
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| Treasury |
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| held by |
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| held by |
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| |
| other |
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| | ||||||
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| Ordinary |
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| paid-in |
|
| shares |
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| shares |
|
| ESOP |
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| ESOP |
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| Retained |
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| comprehensive |
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| Total |
| |||||||||
In millions, |
| shares |
|
| capital |
|
| Number |
|
| Amount |
|
| Number |
|
| Amount |
|
| earnings |
|
| loss |
|
| equity |
| |||||||||
At January 1, 2025 |
| $ |
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||||
Net income |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Dividends declared and paid |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Share-based compensation |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Share buyback |
|
|
|
|
|
|
|
| — |
|
|
| ( | ) |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Utilization of shares from ESOP to satisfy share based compensation |
|
|
|
|
| ( | ) |
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
At March 30, 2025 |
| $ |
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||||
Net income |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Dividends declared and paid |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Share based compensation |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Share buyback |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Utilization of treasury shares to satisfy share based compensation |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||||
Utilization of shares from ESOP to satisfy share based compensation |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
At June 29, 2025 |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||||
Net income |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other comprehensive loss, net of tax |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Dividends declared and paid |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Share based compensation |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Share buyback |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Utilization of shares from ESOP to satisfy share based compensation |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||||
At September 28, 2025 |
| $ |
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||||
See accompanying notes to condensed consolidated financial statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation and Responsibility for interim Financial Statements
We prepared the accompanying unaudited condensed consolidated financial statements of Luxfer Holdings PLC and all wholly-owned, majority owned or otherwise controlled subsidiaries on the same basis as our annual audited financial statements. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
Our quarterly financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025. As used in this report, the terms "we," "us," "our," "Luxfer" and "the Company" mean Luxfer Holdings PLC and its subsidiaries, unless the context indicates another meaning.
During the second quarter of 2026, the Company determined that Superform no longer met the criteria for classification as held for sale. Accordingly, Superform’s results of operations have been reclassified from discontinued operations to continuing operations for all periods presented. Prior-period amounts in the unaudited condensed consolidated statements of income and cash flows and related disclosures have been restated to conform to the current-period presentation. This reclassification had no impact on previously reported net income or total cash flows. The classification of Superform’s assets and liabilities as held for sale in the condensed consolidated balance sheet as of December 31, 2025 has not been revised, as the held-for-sale criteria were met as of that date. See Note 12 Discontinued operations for further information.
The prior-year-to-date comparative results also include the results of the Graphic Arts business, which was sold on July 2, 2025. As the disposal did not qualify for presentation as discontinued operations, the historical results of Graphic Arts remained within continuing operations. Accordingly, there are no corresponding Graphic Arts operating results included in the current-year periods or the third-quarter of 2025.
In the opinion of management, our financial statements reflect all adjustments, which are only of a normal recurring nature, necessary for the fair statement of financial statements for interim periods in accordance with U.S. GAAP and with the instructions to Form 10-Q in Article 10 of Securities and Exchange Commission (SEC) Regulation S-X.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and any such differences may be material to our financial statements.
Our fiscal year ends on December 31. We report our interim quarterly periods on a 13-week quarter basis, ending on a Sunday. The Third Quarter 2026, ended on September 27, 2026, and the Third Quarter 2025, ended on September 28, 2025.
Accounting standards issued but not yet effective
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public business entities to provide disaggregated disclosure of certain income statement expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating its impact and will adopt this guidance in accordance with the required effective date, beginning with its annual reporting for the year ending December 31, 2027.
The Company has reviewed other recently issued accounting standards and does not expect any other standards that have been issued but are not yet effective to have a material impact on its consolidated financial statements.
7
2. Earnings per share
Basic earnings per share are computed by dividing net income or loss for the period by the weighted-average number of ordinary shares outstanding, net of treasury shares and shares held in ESOP. Diluted earnings per share are computed by dividing net income for the period by the weighted average number of ordinary shares outstanding and the dilutive ordinary shares equivalents.
Basic and diluted earnings per share were calculated as follows:
|
| Third Quarter |
|
| Year-to-date |
| ||||||||||
In millions except share and per-share data |
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Basic earnings: |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Net income |
| $ | 0.9 |
|
| $ | 2.7 |
|
| $ | 9.3 |
|
| $ | 10.8 |
|
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Weighted average number of £0.50 ordinary shares: |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
For basic earnings per share |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Dilutive effect of potential common stock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
For diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Earnings per share using weighted average number of ordinary shares outstanding: |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Basic earnings per ordinary share |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Diluted earnings per ordinary share |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
3. Net Sales
Disaggregated sales disclosures for the Third quarter and first nine months of the year ended September 27, 2026, and September 28, 2025, are included below and in Note 15, Segmental Information.
|
| Third Quarter |
| |||||||||||||||||||||||||||||||||
|
| 2026 |
|
| 2025 |
| ||||||||||||||||||||||||||||||
|
| Gas |
|
|
|
| |
|
|
| |
|
|
| |
| Gas |
|
|
|
| |
|
|
| |
| Graphic |
|
|
|
| | |||
In millions |
| Cylinders |
|
| Elektron |
|
| Superform |
|
| Total |
|
| Cylinders |
|
| Elektron |
|
| Superform |
|
| Arts |
|
| Total |
| |||||||||
Defense, First Response & Healthcare |
| $ |
|
|
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Specialty Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
|
| Year-to-date |
| |||||||||||||||||||||||||||||||||
|
| 2026 |
|
| 2025 |
| ||||||||||||||||||||||||||||||
|
| Gas |
|
|
|
| |
|
|
| |
|
|
| |
| Gas |
|
|
|
| |
|
|
| |
| Graphic |
|
|
|
| | |||
In millions |
| Cylinders |
|
| Elektron |
|
| Superform |
|
| Total |
|
| Cylinders |
|
| Elektron |
|
| Superform |
|
| Arts |
|
| Total |
| |||||||||
Defense, First Response & Healthcare |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Specialty Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
The Company’s performance obligations are satisfied at a point in time, except for certain long-term tooling contracts within the Superform segment, for which revenue is recognized over time as work progresses.
8
4. Restructuring
The $
These charges comprised $
The charges within the Gas Cylinders segment primarily related to follow-on costs associated with the cessation of manufacturing at our Pomona, California facility in December 2025, including equipment relocation, site reorganization, employee stay incentives and site remediation activities. The charges within the Elektron segment primarily related to shutdown costs associated with the ongoing centralization of our magnesium powders operations.
The $
Restructuring-related costs by reportable segment were as follows:
|
| Third Quarter |
|
| Year-to-date |
| ||||||||||
In millions |
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Severance and other costs |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Gas Cylinders |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Elektron |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Superform |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Accelerated depreciation charges |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Gas Cylinders |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Elektron segment |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Asset impairments |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Gas Cylinders |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Total restructuring charges |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Activity related to restructuring, recorded in Other current liabilities in the consolidated balance sheets is summarized as follows:
In millions |
| 2026 |
| |
Balance at January 1, |
| $ |
| |
Costs incurred |
|
|
| |
Cash payments and other |
|
| ( | ) |
Balance at September 27, |
| $ |
| |
5. Disposal related costs
Disposal related costs of $
6. Defined benefit pension credit
On January 8, 2026, the Trustee of the Luxfer Group Pension Plan (“LGPP”) entered into a full buy-in contract with a U.K. insurer, Aviva. The buy-in is designed to substantially match the Plan’s benefit obligations with corresponding cash flow payments from the insurer, with effect from March 2026 payroll, in exchange for an agreed premium.
The buy-in does not constitute a settlement event under ASC 715, Compensation—Retirement Benefits and therefore does not require remeasurement of the Plan’s funded status for the Quarter ended March 29, 2026. During the third quarter of 2026, the company received $
The defined benefit pension charge was $
7. Other costs
In the third quarter and first nine months of 2026, other costs of $
On July 26, 2026, the Company entered into a Transaction Agreement (the “Transaction Agreement”) with Double Eagle Acquisition Buyer, Inc., a Delaware corporation (“Buyer”). Buyer is a newly formed holding company owned by funds managed by Wynnchurch Capital L.P. (“Wynnchurch”). Pursuant to the Transaction Agreement, upon the terms and subject to the conditions set forth therein, Buyer will acquire the entire issued share capital of the Company (the “Transaction”), pursuant to a court sanctioned English law scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme of Arrangement”).
The board of directors of the Company (the “Company Board”) (i) approved and declared the Transaction Agreement, and the transactions contemplated thereby, including the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby fair to and in the best interests of the Company and its shareholders as a whole, (ii) declared that it is advisable and in the best interests of the Company’s shareholders that the Company enter into the Transaction Agreement and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, (iii) directed that an application be made to the High Court of Justice in England and Wales (the “Court”) to seek directions relating to the Scheme of Arrangement and (iv) resolved that it will, subject to the terms and conditions of the Transaction Agreement, recommend that the Company’s shareholders vote in favor of all of the resolutions comprising the Company Shareholder Approval (as defined in the Transaction Agreement) at duly held meetings of such shareholders for such purposes.
Upon the terms and subject to the conditions set forth in the Transaction Agreement and the Scheme of Arrangement, at the effective time of the Transaction (the “Effective Time”), all of the ordinary shares of the Company then outstanding will be transferred from the Company’s shareholders to Buyer, and the Company’s shareholders will be entitled, pursuant to and in accordance with the terms of the Scheme of Arrangement, to receive $
Subject to certain exceptions, the Company has agreed not to solicit, initiate, knowingly induce, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, relate to or that could reasonably be expected to lead to, an Acquisition Proposal (as defined in the Transaction Agreement), or take certain other restricted actions in connection therewith. Notwithstanding the foregoing, if prior to obtaining the Company Shareholder Approval, the Company receives a bona fide, written Acquisition Proposal that did not result from a material breach of the non-solicitation provisions of the Transaction Agreement that the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Transaction Agreement), and, after consultation with the Company’s outside legal counsel, that the failure to take the following actions would be inconsistent with its fiduciary duties, then the Company may take certain actions to participate in discussions and negotiations and furnish information with respect to such Acquisition Proposal.
Consummation of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions set forth in the Transaction Agreement, including (i) obtaining the Company Shareholder Approval, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and approvals and clearance under the antitrust laws and foreign investment laws of certain other jurisdictions, (iii) the absence of certain orders or laws prohibiting the consummation of the Transaction, and (iv) the sanctioning of the Scheme of Arrangement by the Court and the delivery of the Court order to the Registrar of Companies in England and Wales. The obligation of each party to consummate the Transaction is also subject to other customary closing conditions, including the absence of a material adverse effect with respect to the Company, the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Transaction Agreement, and compliance in all material respects with the other party’s obligations under the Transaction Agreement.
The Transaction Agreement contains certain customary termination rights for the Company and Buyer, including (i) by the mutual written consent of the parties, (ii) if the closing does not occur by February 26, 2027 (the “End Date”), (iii) a court or governmental authority of competent jurisdiction has issued a final and non-appealable order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Transaction, (iv) if the Court affirmatively declines or refuses to sanction the Scheme of Arrangement, (v) the meeting of the Company’s shareholders to be held as the Court may direct in relation to the Scheme of Arrangement (the “Scheme Meeting”) and the general meeting of the Company’s shareholders to be convened in connection with the Scheme of Arrangement (the “Company GM”) have been held and the Company Shareholder Approval has not been obtained, (vi) by Buyer, if the Company Board effects an Adverse Recommendation Change (as defined in the Transaction Agreement) or if the Company materially or intentionally breaches its non-solicitation obligations, (vii) by the Company, if the Company Board effects an Adverse Recommendation Change in respect of a Superior Proposal in accordance with the Transaction Agreement, or (viii) if the other party breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transaction set forth in the Transaction Agreement to not be satisfied, and such party fails to cure such breach.
21
Upon termination of the Transaction Agreement in accordance with its terms, under specified circumstances, including (i) by the Company to accept a Superior Proposal, or (ii) by Buyer if the Company Board changes, withholds or withdraws its recommendation to the Company’s shareholders or the Company materially or intentionally breaches its non-solicitation obligations, in each case, prior to the receipt of the Company Shareholder Approval, the Company will be required to pay Buyer a fee (the “Company Termination Payment”) of $
If the Company terminates the Transaction Agreement (i) due to Buyer breaching its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transaction to not be satisfied and fails to cure such breach or (ii) if all conditions to the Transaction have been and continue to be satisfied (subject to customary exceptions), and Buyer fails to consummate the Transaction after receiving written notice from the Company, then Buyer will be required to pay the Company a fee (the “Buyer Termination Payment”) equal to $
Buyer has obtained an equity financing commitment from a fund managed by Wynnchurch and a debt financing commitment from funds managed by an institutional lender for the Transaction, the aggregate proceeds of which will be sufficient for Buyer to pay the aggregate Consideration, any amounts required to repay the Company’s existing indebtedness as set forth in the Transaction Agreement, and all related fees and expenses of Buyer in connection with the transactions contemplated by the Transaction Agreement. The obligations of the equity investor to provide equity financing under the equity commitment letter are subject to customary conditions and the obligations of the lenders to provide debt financing under the debt commitment letter are subject to customary conditions. The consummation of the Transaction is not subject to any financing condition.
The equity investor has also provided a guarantee in favor of the Company, to guarantee, subject to certain limitations set forth therein (including the satisfaction or waiver of certain of the conditions set forth in the Transaction Agreement), the payment by Buyer of the Buyer Termination Payment and certain indemnity and reimbursement obligations of Buyer to the extent payable by Buyer in accordance with the terms of the Transaction Agreement.
Concurrent with the execution of the Transaction Agreement, Buyer entered into Voting Agreements with certain executive officers of the Company, solely in their capacity as shareholders of the Company providing that, among other things, subject to the terms and conditions set forth therein, such shareholders of the Company will support the Transaction and the transactions contemplated thereby, including by voting their ordinary shares in favor of the Scheme of Arrangement at the Scheme Meeting and the shareholder resolution at the Company GM.
8. Income Taxes
We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.
The effective income tax rate for the first nine months ended September 27, 2026, was
In 2026 the rate was impacted by non-deductible expenses, the $
10
9. Supplementary balance sheet information
|
|
September 27, |
|
|
December 31, |
|
||
In millions |
|
2026 |
|
|
2025 |
|
||
Accounts and other receivables |
|
|
|
|
|
|
|
|
Trade receivables |
|
$ |
|
|
$ |
|
||
Related parties |
|
|
|
|
|
|
||
Derivative financial instruments |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Total accounts and other receivables |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
Inventories |
|
|
|
|
|
|
|
|
Raw materials and supplies |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
|
|
|
|
|
|
Land, buildings and leasehold improvements |
|
$ |
|
|
$ |
|
||
Machinery and equipment |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total property, plant and equipment |
|
|
|
|
|
|
||
Accumulated depreciation and impairment |
|
|
( |
) |
|
|
( |
) |
Total property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt and short-term borrowings |
|
|
|
|
|
|
|
|
Loan notes |
|
|
|
|
$ |
|
||
Total current maturities of long-term debt and short-term borrowings |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
Other current liabilities |
|
|
|
|
|
|
|
|
Restructuring provision |
|
$ |
|
|
$ |
|
||
Short term provision |
|
|
|
|
|
|
||
Deferred consideration payable |
|
|
|
|
|
|
||
Operating lease liability |
|
|
|
|
|
|
||
Derivative financial instruments |
|
|
|
|
|
|
||
Advance payments |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
Other non-current liabilities |
|
|
|
|
|
|
|
|
Contingent liabilities |
|
$ |
|
|
$ |
|
||
Operating lease liability |
|
|
|
|
|
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
Total other non-current liabilities |
|
$ |
|
|
$ |
|
||
11
10. Goodwill and other identifiable intangible assets
Changes in goodwill during the first nine months ended September 27, 2026, were as follows:
|
| Gas |
|
|
|
| |
|
|
| | |
In millions |
| Cylinders |
|
| Elektron |
|
| Total |
| |||
At January 1, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
Exchange difference |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net balance at September 27, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
Accumulated goodwill impairment losses in relation to continuing activities were $
Identifiable intangible assets consisted of the following:
|
| Customer |
|
| Technology and |
|
|
|
| | ||
In millions |
| relationships |
|
| trading related |
|
| Total |
| |||
Cost: |
|
|
| |
|
|
| |
|
|
| |
At January 1, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
Exchange movements |
|
|
|
|
| ( | ) |
|
| ( | ) | |
At September 27, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
| |
|
|
| |
|
|
| |
Accumulated amortization: |
|
|
| |
|
|
| |
|
|
| |
At January 1, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
Provided during the period |
|
|
|
|
|
|
|
|
| |||
Exchange movements |
|
|
|
|
| ( | ) |
|
| ( | ) | |
At September 27, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
| |
|
|
| |
|
|
| |
Net book values: |
|
|
| |
|
|
| |
|
|
| |
At January 1, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
At September 27, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
Identifiable intangible asset amortization expense was $
Intangible asset amortization expense during each of the following five years is expected to be approximately $
12
11. Debt
Debt outstanding was as follows:
|
| September 27, |
|
| December 31, |
| ||
In millions |
| 2026 |
|
| 2025 |
| ||
% Loan Notes paid 2026 |
| $ |
|
| $ |
| ||
Revolving credit facility |
|
|
|
|
|
| ||
Unamortized debt issuance costs |
|
| ( | ) |
|
| ( | ) |
Total debt |
|
|
|
|
|
| ||
Less current portion |
|
|
|
|
| ( | ) | |
Non-current debt |
| $ |
|
| $ |
| ||
The weighted-average interest rate on the revolving credit facility was
Loan notes and Private Shelf Facility
The $
The $
Revolving Credit Facility
The Revolving Credit Facility is governed by a separate Multicurrency Revolving Facility Agreement. In July 2025, the Company refinanced the Revolving Credit Facility, maintaining committed capacity of $
During the first nine months of 2026, we drew down net $
Bank Overdraft
The Company has access to a bank overdraft which is an uncommitted facility with no expiration date, this is reviewed annually and can be cancelled by either the bank or the Company on demand.
13
12. Discontinued Operations
Our Superform aluminum superplastic forming business, which historically operated from sites in the U.S. and the U.K., was previously included in the Gas Cylinders segment. As a result of our decision to exit non-strategic aluminum product lines, the results of the Superform business were then presented as discontinued operations.
During the second quarter of 2026, following a period of active marketing in which the Company did not identify a suitable buyer, the Company ceased actively marketing the Superform U.S. business for sale. Improved performance, supported by stronger conditions in the aerospace market, was also considered in reaching this decision. As a result, the Superform U.S. business no longer met the criteria for classification as held for sale or discontinued operations. Accordingly, Superform’s results have been reclassified to continuing operations for all periods presented, and Superform is presented as a separate reportable segment.
At December 31, 2025, the Superform U.S. business met the criteria for classification as held for sale and its assets and liabilities were presented within Current assets held-for-sale and Current liabilities held-for-sale, respectively, in the Consolidated Balance Sheet. The assets and liabilities classified as held for sale at December 31, 2025 were as follows:
Held-for-sale assets |
| December 31, |
| |
In millions |
| 2025 |
| |
| $ |
| ||
Prepayments and accrued income |
|
|
| |
Accounts and other receivables |
|
|
| |
Current assets |
| $ |
| |
|
|
|
| |
Total assets |
| $ |
| |
|
|
|
| |
Accounts payable |
| $ |
| |
Accrued liabilities |
|
|
| |
Other current liabilities |
|
|
| |
Current liabilities |
| $ |
| |
|
|
|
| |
Total liabilities |
| $ |
| |
In the first nine months of 2025 the Company recognized a $
The fair value measurement was determined using a nonrecurring fair value approach under ASC 820. Because the asset group is not traded in an active market, the Company applied a market approach, estimating fair value based on recent transactions involving comparable businesses of a similar size and industry profile. This fair value measurement was classified as Level 3 within the fair value hierarchy.
14
13. Share Plans
Total share-based compensation expense in the Third quarter and first nine months of 2026 and 2025 was as follows:
|
| Third Quarter |
|
| Year-to-date |
| ||||||||||
In millions |
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Total share-based compensation charges |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
In March 2026, we issued our annual share-based compensation grants under the Luxfer Holdings PLC Long Term Umbrella Incentive Plan. The total number of awards issued was approximately
In June 2026, we issued our annual share-based compensation grants under the Luxfer Holdings PLC Non-Executive Directors' Equity Incentive Plan. The total number of awards issued was approximately
The following table illustrates the assumptions used in deriving the fair value of share options granted during 2026 and the year-ended December 31, 2025:
|
| 2026 |
|
| 2025 |
| ||
Dividend yield (%) |
|
|
|
|
|
| ||
Expected volatility range (%) |
|
|
|
|
|
| ||
Risk-free interest rate (%) |
|
|
|
|
|
| ||
Expected life of share options range (years) |
|
|
|
|
|
| ||
Forfeiture rate (%) |
|
|
|
|
|
| ||
Weighted average exercise price ($) |
| $ |
|
| $ |
| ||
Model used |
| Black-Scholes & Monte-Carlo |
|
| Black-Scholes & Monte-Carlo |
| ||
The expected life of the share options is based on historical data and current expectations, and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
14. Shareholders' Equity
Dividends paid and proposed
|
| Third Quarter |
|
| Year-to-date |
| ||||||||||
In millions |
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Dividends declared and paid during the year: |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Interim dividend paid ($ per ordinary share) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ |
| |
Interim dividend paid ($ per ordinary share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
|
| |
Interim dividend paid ($ per ordinary share) |
|
| — |
|
|
|
|
|
| — |
|
|
|
| ||
Interim dividend paid ($ per ordinary share) |
|
| — |
|
|
| — |
|
|
|
|
|
| — |
| |
Interim dividend paid ($ per ordinary share) |
|
| — |
|
|
| — |
|
|
|
|
|
| — |
| |
Interim dividend paid ($ per ordinary share) |
|
|
|
|
| — |
|
|
|
|
|
| — |
| ||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
In millions |
| 2026 |
|
| 2025 |
| ||
Dividends declared and paid after the quarter end (not recognized as a liability at the quarter end): |
|
|
|
|
|
|
|
|
Interim dividend declared and to be paid ($ per ordinary share) |
| $ | — |
|
| $ |
| |
|
| $ | — |
|
| $ |
| |
15
15. Segmental Information
We classify our operations into business segments based primarily on shared economic characteristics, including the nature of the products and services; the production processes; the type or class of customer; the methods used to distribute products or provide services; and the nature of the regulatory environment.
For the Third Quarter ended September 27, 2026, the Company operated business units, which comprise three reportable segments within continuing operations: Gas Cylinders, Elektron and Superform. Luxfer Gas Cylinders forms the Gas Cylinders segment, Luxfer MEL Technologies and Luxfer Magtech aggregate into the Elektron segment, and Superform forms the Superform segment.
Prior to its disposal on July 2, 2025, the Luxfer Graphic Arts business was reported as a separate business unit and reportable segment following its disaggregation from the Elektron segment as of December 31, 2023. As a result, Graphic Arts is included within the prior year comparative information.
During the Second Quarter of 2026, the Company ceased actively marketing the Superform business for sale and determined that the business no longer met the criteria for classification as held-for-sale. As the Company is no longer pursuing the disposal of Superform, the business is no longer presented as a discontinued operation and has been reclassified into continuing operations as a separate reportable segment. Prior period comparative information has been restated to reflect this presentation.
A summary of the operations of the Company’s reportable segments within continuing operations is provided below.
Gas Cylinders segment
The Gas Cylinders segment manufactures and markets specialized cylinders using carbon composite materials and aluminum alloys. Products include pressurized cylinders for self-contained breathing apparatus (“SCBA”) used by firefighters and other emergency responders; cylinders for the containment of oxygen and other medical gases used in healthcare and aviation applications; aerospace and aviation cylinders used in aircraft safety systems, including emergency slide inflation and onboard oxygen storage; cylinders and systems for alternative fuel vehicles, including compressed natural gas (“CNG”) and hydrogen; space-related cylinders used in launch vehicle applications; and cylinders used in specialty industrial applications.
Elektron segment
The Elektron segment focuses on specialty materials based primarily on magnesium and zirconium. Key product lines include advanced lightweight magnesium alloys used across aerospace, defense, transportation, and industrial applications; magnesium powders used in aircraft countermeasure flares and heater meal applications; and high-performance zirconium-based materials and oxides used in automotive emissions control, industrial catalysis, pharmaceuticals, and other specialty applications.
Superform segment
The Superform segment manufactures highly engineered, superformed aluminum and titanium components primarily for aerospace applications. Its products include complex, lightweight components used in aircraft structures and other applications requiring high-performance formed metal components.
Graphic Arts segment
The Graphic Arts segment provided a range of pre-sensitized magnesium, copper, and zinc plates, along with associated chemicals, used in the production of foil-stamping and embossing dies. The segment also manufactured non-sensitized polished brass and magnesium plates for computer numerical control (“CNC”) engraving and offered advisory services for turnkey engraving operations, including etching machines, computer-to-plate (“CtP”) machines, exposure units, and film setters. The Company completed the sale of the Graphic Arts business on July 2, 2025.
Other
Other primarily represents unallocated corporate expenses and includes non-service-related defined benefit pension cost or credit.
16
15. Segmental Information (continued)
Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated by the chief operating decision maker "CODM", the CEO, who is responsible for allocating resources and assessing performance of the operating segments, using net sales and adjusted EBITA, which is defined as the Company's measure of segment profit or loss, and is based on income before tax from continuing operations, adjusted for share-based compensation charges; restructuring charges; impairment charges; disposal costs; gain on disposal of assets held for sale/property, plant and equipment; defined benefit credit/charge, interest expense, net and amortization.
Unallocated assets and liabilities include those which are held on behalf of the Company and cannot be allocated to a segment, such as taxation, investments, cash, retirement benefits obligations, bank and other loans and holding company assets and liabilities.
Financial information by reportable segment in the Third quarter and first nine months of the year ended of 2026 and 2025 were as follows:
|
| Third Quarter 2026 |
| |||||||||||||||||
|
| Gas |
|
|
|
| |
|
|
| |
| Graphic |
|
|
|
| | ||
In millions |
| Cylinders |
|
| Elektron |
|
| Superform |
|
| Arts |
|
| Total |
| |||||
Net sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Manufacturing fixed costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Other cost of sales(1) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Other segment items(2) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Segment adjusted EBITA |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Amortization |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Share-based compensation charges |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Restructuring charges |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Other costs |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Defined benefit pension charge |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Interest expense, net |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Income before tax from continuing operations |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
| $ |
| |
|
| Third Quarter 2025 |
| |||||||||||||||||
|
| Gas |
|
|
|
|
|
|
|
|
|
| Graphic |
|
|
|
|
| ||
In millions |
| Cylinders |
|
| Elektron |
|
| Superform |
|
| Arts |
|
| Total |
| |||||
Net sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Manufacturing fixed costs |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Other cost of sales(1) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Other segment items(2) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Segment adjusted EBITA |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Share-based compensation charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Loss on assets held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Disposal costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Defined benefit pension credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Income before tax from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
| |
In the third quarter of 2026 and 2025 there were
17
15. Segmental Information (continued)
|
| Year-to-date 2026 |
| |||||||||||||||||
|
| Gas |
|
|
|
| |
|
|
| |
| Graphic |
|
|
|
| | ||
In millions |
| Cylinders |
|
| Elektron |
|
| Superform |
|
| Arts |
|
| Total |
| |||||
Net sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Manufacturing fixed costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Other cost of sales(1) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Other segment items(2) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Segment adjusted EBITA |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Amortization |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Share-based compensation charges |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Restructuring charges |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Other costs |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Defined benefit pension charge |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Interest expense, net |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| ( | ) |
Income before tax from continuing operations |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
| $ |
| |
|
| Year-to-date 2025 |
| |||||||||||||||||
|
| Gas |
|
|
|
|
|
|
|
|
|
| Graphic |
|
|
|
|
| ||
In millions |
| Cylinders |
|
| Elektron |
|
| Superform |
|
| Arts |
|
| Total |
| |||||
Net sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Manufacturing fixed costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other cost of sales(1) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other segment items(2) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Segment adjusted EBITA |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Share-based compensation charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Loss on assets held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Disposal costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Defined benefit pension credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Income before tax from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
| |
In the first nine months of 2026 there were $
(1) Other cost of sales includes material costs and variable costs.
(2) Other segment items primarily consists of sales, marketing, research and development, general and admin costs.
|
| Depreciation and amortization |
|
| Restructuring charges / (credit) |
| ||||||||||||||||||||||||||
|
| Third Quarter |
|
| Year-to-date |
|
| Third Quarter |
|
| Year-to-date |
| ||||||||||||||||||||
In millions |
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||||||
Gas Cylinders segment |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Elektron segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Superform segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||
Consolidated |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
18
15. Segmental Information (continued)
|
| Total assets |
|
| Capital expenditures |
| ||||||||||||||||||
|
| September 27, |
|
| December 31, |
|
| Third Quarter |
|
| Year-to-date |
| ||||||||||||
In millions |
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||||
Gas Cylinders segment |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Elektron segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Superform segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Graphic Arts segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total reportable segments |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Consolidated |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Property, plant and equipment, net |
| |||||
|
| September 27, |
|
| December 31, |
| ||
In millions |
| 2026 |
|
| 2025 |
| ||
U.S. |
| $ |
|
| $ |
| ||
United Kingdom |
|
|
|
|
|
| ||
Canada |
|
|
|
|
|
| ||
Asia Pacific |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
The following tables present certain geographic information by geographic region for the Third quarter and first nine months ended September 27, 2026, and September 28, 2025:
|
| Net Sales(1) |
| |||||||||||||||||||||||||||||
|
| Third Quarter |
|
| Year-to-date |
| ||||||||||||||||||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||||||||||||||||||
|
| $M |
|
| Percent |
|
| $M |
|
| Percent |
|
| $M |
|
| Percent |
|
| $M |
|
| Percent |
| ||||||||
United States |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||||||
United Kingdom |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Germany |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Japan |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Canada |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Top five countries |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||||||
Rest of Europe |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Asia Pacific |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
Rest of the World (2) |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % |
|
|
|
|
| % | ||||||||
|
| $ |
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
|
|
|
|
| ||||
(1) Net sales are based on the geographic destination of sale.
(2) Rest of the World comprises South America, Latin and South America, Africa and the Middle East.
19
16. Commitments and Contingencies
Committed and uncommitted banking facilities
The Company had committed banking facilities of $
|
| Uncommitted Facilities |
| |||||||||||||
|
| September 27, 2026 |
|
| December 31, 2025 |
| ||||||||||
|
| Facility |
|
| Drawn |
|
| Facility |
|
| Drawn |
| ||||
Bond and Guarantees |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Letters of Credit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Overdraft |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accordion |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Contingencies
In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed US Ecology case are covered by insurance. The Company recognized $
In April 2025, the Office of Defects Investigation (ODI) of the National Highway Traffic Safety Administration (NHTSA) opened a Preliminary Evaluation to investigate allegations of compressed natural gas (CNG) fuel leaks in certain CNG fuel systems, equipped with certain Luxfer Type 4 CNG fuel containers. Luxfer is fully co-operating with this Preliminary Evaluation, which has a range of potential outcomes, and at this stage Luxfer is not able to estimate the potential financial impact. Luxfer does not believe that this alleged issue poses an unreasonable risk to motor vehicle safety.
In July 2025, in accordance with the Luxfer Graphic Arts sale agreement, the Company has fully indemnified the purchaser for certain identified environmental matters relating to the Madison Illinois site, which we estimate will cost approximately $
Also, in 2025, the Company recognized a provision of $
20
17. Subsequent Events
Other than those disclosed elsewhere in the notes to the financial statements, no material subsequent events to report.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Information regarding forward-looking statements
This Interim Report on Form 10-Q contains certain statements, statistics and projections that are, or may be, forward-looking, including with respect to the Transaction. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The accuracy and completeness of all such statements, including, without limitation, statements regarding our future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as "believes," "intends," "expects," "anticipates," "estimates," "may," "will," "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified in "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," or elsewhere in this Interim Report, as well as:
|
• |
uncertainties as to the timing of the proposed Transaction; |
|
• |
the risk that competing offers or acquisition proposals will be made; |
|
• |
the possibility that various conditions to the consummation of the proposed Transaction contained in the Transaction Agreement may not be satisfied or waived (including, but not limited to, the failure to obtain the Company Shareholder Approval and the failure to obtain the sanction of the Court); |
|
• |
the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction Agreement; |
|
• |
the effects of disruption from the transactions contemplated by the Transaction Agreement and the impact of the announcement and pendency of the Transaction on the Company’s business, including its ability to retain and hire key personnel and maintain relationships with customers; |
|
• |
the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company’s ordinary shares; |
|
• |
the risk of any unexpected costs or expenses resulting from the Transaction; |
|
• |
the risk that shareholder litigation in connection with the Transaction may result in significant costs of defense, indemnification and liability; |
|
• |
general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected; |
|
• |
worldwide economic and business conditions and conditions in the industries in which we operate; |
|
• |
potential or actual tariffs, and other political risks worldwide; |
|
• |
future pandemics; |
|
• |
fluctuations in the cost and / or availability of raw materials, including Chinese rare earths, labor and energy, as well as our ability to pass on cost increases to customers; |
|
• |
currency fluctuations and other financial risks; |
|
• |
our ability to protect our intellectual property; |
|
• |
the amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein; |
|
• |
relationships with our customers and suppliers; |
|
• |
increased competition from other companies in the industries in which we operate; |
|
• |
changing technology; |
|
• |
our ability to execute and integrate new acquisitions; |
|
• |
claims for personal injury, death or property damage arising from the use of products produced by us; |
|
• |
the occurrence of accidents or other interruptions to our production processes; |
|
• |
changes in our business strategy or development plans, and our expected level of capital expenditure; |
|
• |
our ability to attract and retain qualified personnel; |
|
• |
restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries; |
|
• |
climate change regulations and the potential impact on energy costs; |
|
• |
regulatory, environmental, legislative and judicial developments; and |
|
• |
our intention to pay dividends. |
Please read the sections "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," on Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Risk factors" of this Interim Report on Form 10-Q for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.
About Luxfer
Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") is a global industrial company innovating niche applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and specialty industrial applications.
Recent Developments
On July 26, 2026, the Company entered into the Transaction Agreement with Buyer. Pursuant to the Transaction Agreement, upon the terms and subject to the conditions set forth therein, Buyer will acquire the entire issued share capital of the Company pursuant to the Scheme of Arrangement. Upon the terms and subject to the conditions set forth in the Transaction Agreement and the Scheme of Arrangement, at the Effective Time, all of the ordinary shares of the Company then outstanding will be transferred from the Company’s shareholders to Buyer, and the Company’s shareholders will be entitled, pursuant to and in accordance with the terms of the Scheme of Arrangement, to receive $17.37 in cash per ordinary share. The Company Board approved and declared the Transaction Agreement, and the transactions contemplated thereby, including the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby fair to and in the best interests of the Company and its shareholders as a whole.
The Company filed its definitive proxy statement with the SEC on September 17, 2026, which detailed various elements of the Transaction, including the Transaction, Transaction Agreement and the proposed meetings of the company shareholders. Shareholders have been invited to vote at the Company's Scheme Meeting and general meeting, both to be held on November 4, 2026, in relation to the proposed Transaction.
See Note 16 of the Notes to Condensed Consolidated Financial Statements for additional information.
Key trends regarding our existing business
Operating objectives and trends
In 2026, we expect the following operating objectives and trends to impact our business:
|
• |
Execution of the proposed Transaction; |
|
|
|
|
• |
Focus on navigating near-term uncertainties while maintaining strategic discipline for long-term growth;
|
|
• |
Completion of the centers of excellence programs involving footprint optimization, manufacturing excellence through automation and margin improvement; |
|
• |
Navigating market volatility, tariffs and wider impact from these, including alternative sourcing arrangements for rare earth materials; |
|
• |
Execution of select capital investment projects to support our strategy of profitable growth while improving our infrastructure; |
|
• |
Continued emphasis on operating cash generation and maintaining strong working capital performance; and |
|
• |
Focus on recruiting, developing, maintaining talent, and driving a high-performance culture. |
CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations for Luxfer in the Third Quarter of 2026 and 2025 were as follows:
|
|
Third Quarter |
|
|
% / point change |
|
||||||
In millions |
|
2026 |
|
|
2025 |
|
|
2026 v 2025 |
|
|||
Net sales |
|
$ | 91.7 |
|
|
$ | 95.6 |
|
|
|
(4.1 |
)% |
Cost of goods sold |
|
|
(69.3 |
) |
|
|
(72.8 |
) |
|
|
(4.8 |
)% |
Gross profit |
|
|
22.4 |
|
|
|
22.8 |
|
|
|
(1.8 |
)% |
% of net sales |
|
|
24.4 |
% |
|
|
23.8 |
% |
|
|
0.6 |
|
Selling, general and administrative expenses |
|
|
(11.8 |
) |
|
|
(11.8 |
) |
|
|
0.0 |
% |
% of net sales |
|
|
12.9 |
% |
|
|
12.3 |
% |
|
|
0.6 |
|
Research and development |
|
|
(1.4 |
) |
|
|
(0.9 |
) |
|
|
55.6 |
% |
% of net sales |
|
|
1.5 |
% |
|
|
0.9 |
% |
|
|
0.6 |
|
Restructuring charges |
|
|
(0.7 |
) |
|
|
(3.4 |
) |
|
|
(79.4 |
)% |
% of net sales |
|
|
0.8 |
% |
|
|
3.6 |
% |
|
|
(2.8 |
) |
Disposal related costs |
|
|
(1.0 |
) |
|
|
(1.1 |
) |
|
|
(9.1 |
)% |
% of net sales |
|
|
1.1 |
% |
|
|
1.2 |
% |
|
|
(0.1 |
) |
Other costs |
|
|
(4.7 |
) |
|
|
— |
|
|
|
n/a |
|
% of net sales |
|
|
5.1 |
% |
|
|
— |
% |
|
|
5.1 |
|
Operating income |
|
|
2.8 |
|
|
|
5.6 |
|
|
|
(50.0 |
)% |
% of net sales |
|
|
3.1 |
% |
|
|
5.9 |
% |
|
|
(2.8 |
) |
Net interest expense |
|
|
(1.0 |
) |
|
|
(0.7 |
) |
|
|
42.9 |
% |
% of net sales |
|
|
1.1 |
% |
|
|
0.7 |
% |
|
|
0.4 |
|
Defined benefit pension (charge) / credit |
|
|
(0.1 |
) |
|
|
0.6 |
|
|
|
(116.7 |
)% |
% of net sales |
|
|
0.1 |
% |
|
|
0.6 |
% |
|
|
(0.5 |
) |
Income before income taxes |
|
|
1.7 |
|
|
|
5.5 |
|
|
|
(69.1 |
)% |
% of net sales |
|
|
1.9 |
% |
|
|
5.8 |
% |
|
|
(3.9 |
) |
Provision for income taxes |
|
|
(0.8 |
) |
|
|
(2.8 |
) |
|
|
(71.4 |
)% |
Effective tax rate |
|
|
47.1 |
% |
|
|
50.9 |
% |
|
|
(3.8 |
) |
Net income from continuing activities |
|
$ | 0.9 |
|
|
$ | 2.7 |
|
|
|
(66.7 |
)% |
% of net sales |
|
|
1.0 |
% |
|
|
2.8 |
% |
|
|
(1.8 |
) |
The consolidated results of operations for Luxfer in the first nine months of 2026 and 2025 were as follows:
|
|
Year-to-date |
|
|
% / point change |
|
||||||
In millions |
|
2026 |
|
|
2025 |
|
|
2026 v 2025 |
|
|||
Net sales |
|
$ | 273.1 |
|
|
$ | 300.7 |
|
|
|
(9.2 |
)% |
Cost of goods sold |
|
|
(203.7 |
) |
|
|
(231.7 |
) |
|
|
(12.1 |
)% |
Gross profit |
|
$ | 69.4 |
|
|
$ | 69.0 |
|
|
|
0.6 |
% |
% of net sales |
|
|
25.4 |
% |
|
|
22.9 |
% |
|
|
2.5 |
|
Selling, general and administrative expenses |
|
|
(36.5 |
) |
|
|
(38.3 |
) |
|
|
(4.7 |
)% |
% of net sales |
|
|
13.4 |
% |
|
|
12.7 |
% |
|
|
0.7 |
|
Research and development |
|
|
(4.4 |
) |
|
|
(3.1 |
) |
|
|
41.9 |
% |
% of net sales |
|
|
1.6 |
% |
|
|
1.0 |
% |
|
|
0.6 |
|
Restructuring charges |
|
|
(4.5 |
) |
|
|
(5.2 |
) |
|
|
(13.5 |
)% |
% of net sales |
|
|
1.6 |
% |
|
|
1.7 |
% |
|
|
(0.1 |
) |
Disposal related costs |
|
|
(1.0 |
) |
|
|
(1.2 |
) |
|
|
(16.7 |
)% |
% of net sales |
|
|
0.4 |
% |
|
|
0.4 |
% |
|
|
— |
|
Loss on disposal of assets held-for-sale |
|
|
— |
|
|
|
(2.8 |
) |
|
|
(100.0 |
)% |
% of net sales |
|
|
— |
% |
|
|
0.9 |
% |
|
|
(0.9 |
) |
Other costs |
|
|
(6.5 |
) |
|
|
— |
|
|
|
n/a |
|
% of net sales |
|
|
2.4 |
% |
|
|
— |
% |
|
|
2.4 |
|
Operating income |
|
|
16.5 |
|
|
|
18.4 |
|
|
|
(10.3 |
)% |
% of net sales |
|
|
6.0 |
% |
|
|
6.1 |
% |
|
|
(0.1 |
) |
Net interest expense |
|
|
(2.7 |
) |
|
|
(2.4 |
) |
|
|
12.5 |
% |
% of net sales |
|
|
1.0 |
% |
|
|
0.8 |
% |
|
|
0.2 |
|
Defined benefit pension (charge) / credit |
|
|
(0.2 |
) |
|
|
1.8 |
|
|
|
(111.1 |
)% |
% of net sales |
|
|
0.1 |
% |
|
|
0.6 |
% |
|
|
(0.5 |
) |
Income from continuing operations |
|
|
13.6 |
|
|
|
17.8 |
|
|
|
(23.6 |
)% |
% of net sales |
|
|
5.0 |
% |
|
|
5.9 |
% |
|
|
(0.9 |
) |
Provision for income taxes |
|
|
(4.3 |
) |
|
|
(7.0 |
) |
|
|
(38.6 |
)% |
Effective tax rate |
|
|
31.6 |
% |
|
|
39.3 |
% |
|
|
(7.7 |
) |
Net income from continuing operations |
|
|
9.3 |
|
|
|
10.8 |
|
|
|
(13.9 |
)% |
% of net sales |
|
|
3.4 |
% |
|
|
3.6 |
% |
|
|
(0.2 |
) |
Net sales
On a comparable basis, excluding sales attributable to Superform and Graphic Arts, net sales decreased by 3.9% in the third quarter and by 4.9% in the first nine months of 2026. Foreign currency movements had minimal impact in the third quarter and increased net sales by $0.6 million in the first nine months of 2026. Combined sales of Superform and Graphic Arts for the third quarters of 2026 and 2025 were $2.4 million and $2.7 million and $6.4 million and $20.2 million in the first nine months of 2026 and 2025, respectively. Graphic Arts was sold in the second quarter of 2025, resulting in sales only impacting the first nine months of the 2025 results.
Revenue was positively impacted in the quarter from:
• |
Increased sales of zirconium powders used in specialty industrial applications; |
• |
Higher demand for magnesium powders used in counter-measure flares; and |
• |
Improved sales of SCBA cylinders. |
These increases were offset by:
• |
Lower sales of flameless ration heaters for Meals Ready to Eat (“MREs”) with historically high order levels in the prior year; |
• |
Lower sales of aerospace cylinders, including those serving commercial aircraft and space exploration programs; and |
• |
Lower sales of RotaMag® magnesium alloys used in high-performance automotive applications. |
Further to the above, the first nine months of 2026 were also significantly affected by lower sales of zirconium products used for pharmaceutical applications, partially offset by higher sales of alternative fuel cylinders.
Gross profit
Excluding Superform and Graphic Arts, gross profit as a percentage of sales increased by 100 basis points and 200 basis points in the third quarter and first nine months of 2026, to 24.4% and 25.2%, respectively, compared to the corresponding periods in 2025. The increases in both periods were primarily the result of pricing actions and cost reduction initiatives, partially offset by adverse sales mix and inflationary cost pressures.
Selling, general and administrative expenses ("SG&A")
Excluding Superform and Graphic Arts, SG&A costs as a percentage of sales in 2026 from 2025 have increased by 1.6 and 1.5 percentage points respectively, in the third quarter and first nine months respectively. This is a result of inflationary cost rises and lower sales in the quarter as explained above.
Research and development costs
Excluding Superform and Graphic Arts, research and development costs as a percentage of sales increased by 0.6 percentage points in both the third quarter and first nine months of 2026 compared to the corresponding periods in 2025, primarily as a result an increase in magnesium alloy R&D activities.
Restructuring charges
The $0.7 million and $4.5 million of restructuring charges recognized in the third quarter and first nine months of 2026, respectively, relate to the continued execution of previously announced restructuring initiatives aimed at reducing our fixed cost structure and enhancing operational alignment, including the centralization of our North American gas cylinders and magnesium powders operations. These charges comprised $0.3 million and $3.9 million in the third quarter and first nine months of 2026, respectively, within the Gas Cylinders segment and $0.4 million and $0.6 million, respectively, within the Elektron segment. The charges within the Gas Cylinders segment primarily related to follow-on costs associated with the cessation of manufacturing at our Pomona, California facility in December 2025, including equipment relocation, site reorganization, employee stay incentives and site remediation activities. The charges within the Elektron segment primarily related to shutdown costs associated with the ongoing centralization of our magnesium powders operations.
The $3.4 million and $5.2 million of restructuring charges recognized in the third quarter and first nine months of 2025, respectively, predominantly related to initiatives aimed at reducing our fixed cost structure and generating savings through enhanced operational alignment, particularly through the reduction of our North American Gas Cylinders footprint. As part of these initiatives, we recognized accelerated depreciation charges of $1.7 million related to property, plant and equipment in the first nine months of 2025, in relation to the Gas Cylinders segment and $2.1 million in the third quarter and first nine months of 2025 in relation to the Elektron segment in accordance with ASC 360. These charges resulted from the strategic decision to relocate certain operations, which shortened the expected useful lives of the affected assets.
Disposal related costs
Disposal related costs of $1.0 million in the third quarter and first nine months of 2026 are for lease payments and machinery removal costs in relation to a site operated by our previously divested Superform UK business, but where we retained certain obligations post divestiture.
Disposal related costs of $1.1 million and $1.2 million in the third quarter and first nine months respectively of 2025 were incurred in relation to the divestiture of our Graphic Arts segment. In the third quarter of 2025, the Company recognized a net loss on held-for-sale asset group following the divestiture of its Graphic Arts business to Vulcan Metals Specialty Products, Inc. on July 2, 2025.
Loss on disposal of assets held for sale
Loss on held-for-sale asset group decreased by $2.8 million in both the first nine months of 2026 compared to the corresponding periods in 2025. In the second quarter of 2025, the Company recognized a $2.8 million loss related to the Superform asset group to adjust its carrying amount to estimated fair value less costs to sell, reflecting revised expectations regarding the sale. No comparable charge was recognized in 2026.
Other Costs
In the third quarter and first nine months of 2026, other costs of $4.7 million and $6.5 million, respectively, comprised primarily legal and due diligence fees, together with financial advisory and other professional fees, incurred in connection with the Company’s strategic review and related transaction process.
Net Interest Expense
Net interest expense increased by $0.3 million, to $1.0 million in the Third Quarter of 2026 from $0.7 million in the Third Quarter of 2025, primarily due to higher borrowings incurred in relation to higher inventory levels as we executed footprint consolidation projects. Net interest expense was $2.7 million in the first nine months of 2026 compared to $2.4 million for the same period in 2025.
Defined benefit pension credit
The defined benefit pension charge was $0.1 million in the third quarter of 2026, compared to a $0.6 million credit in the second quarter of 2025. For the first nine months of 2026, the defined benefit pension charge was $0.2 million, compared to a $1.8 million credit in the first nine months of 2025. The year-over-year movements primarily reflect lower expected returns on plan assets compared to the prior year periods. In addition, on January 8, 2026, the Trustee of the Luxfer Group Pension Plan entered into a full buy-in contract with an insurer, which is designed to substantially match the Plan’s future benefit obligations with corresponding insurance cash flows. While the buy-in does not constitute a settlement event under ASC 715 and therefore did not result in a remeasurement of the Plan’s funded status, it has the effect of reducing future variability in pension income. Costs of $0.3 million were incurred in connection with the buy-in during the first nine months of 2026, which offset the underlying pension credit.
Provision for income taxes
The movement in the year to date statutory effective tax rate from 39.3% in 2025, to 31.6% in 2026, was due to the impact of non-deductible expense. The $3.5 million tax charge on the partial refund of the U.K. pension surplus was offset by a deferred tax credit on the same item.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
The following tables of non-GAAP summary financial data present a reconciliation of net income and diluted earnings per ordinary share to adjusted net income, adjusted EBITA, adjusted income before income taxes, adjusted EBITDA, adjusted earnings per ordinary share, adjusted provision for income taxes and adjusted effective tax rate, for the periods presented, being the most comparable GAAP measures. Management believes that adjusted net income, adjusted earnings per share, adjusted EBITA and adjusted EBITDA are key performance indicators (“KPIs”) used by the investment community and that such presentation enhances an investor’s understanding of the Company's operational results. In addition, Luxfer's CEO and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider adjusted net income, adjusted earnings per share, adjusted EBITA or adjusted EBITDA in isolation or as alternatives to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability.
In 2024, the Company initiated a process to divest the Graphic Arts business, which was concluded in July 2025. While Graphic Arts did not meet the “strategic shift” criteria outlined in ASC 205-20 for classification as a discontinued operation, management believes it is appropriate to separately present the results of Graphic Arts in the tables below to provide a more complete financial summary for the periods presented.
During the second quarter of 2026, the Company ceased actively marketing the Superform business for sale and, as a result, Superform no longer met the criteria for classification as held for sale or discontinued operations. The decision to cease active marketing reflected improved performance supported by stronger conditions in the aerospace market. Prior-period amounts in the tables below have been restated to reflect Superform within continuing operations and its separate presentation in these tables. Notwithstanding this change in classification, management continues to consider Superform to be a non-core business. Accordingly, the tables below separately present the results of Superform to provide investors with greater transparency regarding the performance of the Company’s core continuing operations.
|
|
Third Quarter |
|
|||||||||||||||||||||
In millions except per share data |
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
Continuing |
|
|
|
|
|
|
Adjusted |
|
|
Continuing |
|
|
Superform / |
|
|
Adjusted |
|
|||||
|
|
operations |
|
|
Superform |
|
|
Total |
|
|
operations |
|
|
Graphic Arts |
|
|
Total |
|
||||||
Net income |
|
$ | 0.9 |
|
|
$ | (0.6 |
) |
|
$ | 1.5 |
|
|
$ | 2.7 |
|
|
$ | (0.9 |
) |
|
$ | 3.6 |
|
Accounting charges relating to acquisitions and disposals of businesses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization on acquired intangibles |
|
|
0.2 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
— |
|
|
|
0.2 |
|
Disposal related charge |
|
|
1.0 |
|
|
|
1.0 |
|
|
|
— |
|
|
|
1.1 |
|
|
|
1.1 |
|
|
|
— |
|
Defined benefit pension charge / (credit) |
|
|
0.1 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
(0.6 |
) |
|
|
— |
|
|
|
(0.6 |
) |
Restructuring charge |
|
|
0.7 |
|
|
|
— |
|
|
|
0.7 |
|
|
|
3.4 |
|
|
|
(0.1 |
) |
|
|
3.5 |
|
Other costs |
|
|
4.7 |
|
|
|
— |
|
|
|
4.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss on disposal of assets held-for-sale |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share-based compensation charge |
|
|
0.9 |
|
|
|
(0.2 |
) |
|
|
1.1 |
|
|
|
1.0 |
|
|
|
— |
|
|
|
1.0 |
|
Income tax on adjusted items |
|
|
(1.6 |
) |
|
|
(0.3 |
) |
|
|
(1.3 |
) |
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
Adjusted net income |
|
$ | 6.9 |
|
|
$ | (0.1 |
) |
|
$ | 7.0 |
|
|
$ | 8.2 |
|
|
$ | 0.1 |
|
|
$ | 8.1 |
|
Adjusted earnings per ordinary share (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ordinary share |
|
$ | 0.03 |
|
|
$ | (0.02 |
) |
|
$ | 0.05 |
|
|
$ | 0.10 |
|
|
$ | (0.03 |
) |
|
$ | 0.13 |
|
Impact of adjusted items |
|
|
0.22 |
|
|
|
0.02 |
|
|
|
0.20 |
|
|
|
0.20 |
|
|
|
0.03 |
|
|
|
0.17 |
|
Adjusted diluted earnings per ordinary share |
|
$ | 0.25 |
|
|
$ | — |
|
|
$ | 0.25 |
|
|
$ | 0.30 |
|
|
$ | — |
|
|
$ | 0.30 |
|
|
|
Year-to-date |
|
|||||||||||||||||||||
In millions except per share data |
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
Continuing |
|
|
|
|
|
|
Adjusted |
|
|
Continuing |
|
|
Superform / |
|
|
Adjusted |
|
|||||
|
|
operations |
|
|
Superform |
|
|
Total |
|
|
operations |
|
|
Graphic Arts |
|
|
Total |
|
||||||
Net income |
|
$ | 9.3 |
|
|
$ | (0.7 |
) |
|
$ | 10.0 |
|
|
$ | 10.8 |
|
|
$ | (4.2 |
) |
|
$ | 15.0 |
|
Accounting charges relating to acquisitions and disposals of businesses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization on acquired intangibles |
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
Disposal related charge |
|
|
1.0 |
|
|
|
1.0 |
|
|
|
— |
|
|
|
1.2 |
|
|
|
1.1 |
|
|
|
0.1 |
|
Defined benefit pension charge / (credit) |
|
|
0.2 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
(1.8 |
) |
|
|
— |
|
|
|
(1.8 |
) |
Restructuring charge |
|
|
4.5 |
|
|
|
— |
|
|
|
4.5 |
|
|
|
5.2 |
|
|
|
(0.4 |
) |
|
|
5.6 |
|
Other costs |
|
|
6.5 |
|
|
|
— |
|
|
|
6.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss on disposal of assets held-for-sale |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.8 |
|
|
|
2.8 |
|
|
|
— |
|
Share-based compensation charge |
|
|
3.0 |
|
|
|
— |
|
|
|
3.0 |
|
|
|
2.8 |
|
|
|
0.2 |
|
|
|
2.6 |
|
Income tax on adjusted items |
|
|
(3.1 |
) |
|
|
(0.3 |
) |
|
|
(2.8 |
) |
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
Adjusted net income |
|
$ | 22.0 |
|
|
$ | — |
|
|
$ | 22.0 |
|
|
$ | 22.0 |
|
|
$ | (0.5 |
) |
|
$ | 22.5 |
|
Adjusted earnings per ordinary share (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per ordinary share |
|
$ | 0.34 |
|
|
$ | (0.03 |
) |
|
$ | 0.37 |
|
|
$ | 0.40 |
|
|
$ | (0.15 |
) |
|
$ | 0.55 |
|
Impact of adjusted items |
|
|
0.47 |
|
|
|
0.03 |
|
|
|
0.44 |
|
|
|
0.41 |
|
|
|
0.13 |
|
|
|
0.28 |
|
Adjusted diluted earnings per ordinary share |
|
$ | 0.81 |
|
|
$ | — |
|
|
$ | 0.81 |
|
|
$ | 0.81 |
|
|
$ | (0.02 |
) |
|
$ | 0.83 |
|
|
|
Year-to-date |
|
|||||||||||||||||||||
In millions except per share data |
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
Continuing |
|
|
|
|
|
|
Adjusted |
|
|
Continuing |
|
|
Superform / |
|
|
Adjusted |
|
|||||
|
|
operations |
|
|
Superform |
|
|
Total |
|
|
operations |
|
|
Graphic Arts |
|
|
Total |
|
||||||
Net income |
|
$ | 9.3 |
|
|
$ | (0.7 |
) |
|
$ | 10.0 |
|
|
$ | 10.8 |
|
|
$ | (4.2 |
) |
|
$ | 15.0 |
|
Accounting charges relating to acquisitions and disposals of businesses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization on acquired intangibles |
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
Disposal related charge |
|
|
1.0 |
|
|
|
1.0 |
|
|
|
— |
|
|
|
1.2 |
|
|
|
1.1 |
|
|
|
0.1 |
|
Defined benefit pension charge / (credit) |
|
|
0.2 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
(1.8 |
) |
|
|
— |
|
|
|
(1.8 |
) |
Restructuring charge |
|
|
4.5 |
|
|
|
— |
|
|
|
4.5 |
|
|
|
5.2 |
|
|
|
(0.4 |
) |
|
|
5.6 |
|
Other costs |
|
|
6.5 |
|
|
|
— |
|
|
|
6.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss on disposal of assets held-for-sale |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.8 |
|
|
|
2.8 |
|
|
|
— |
|
Share-based compensation charge |
|
|
3.0 |
|
|
|
— |
|
|
|
3.0 |
|
|
|
2.8 |
|
|
|
0.2 |
|
|
|
2.6 |
|
Income tax on adjusted items |
|
|
(3.1 |
) |
|
|
(0.3 |
) |
|
|
(2.8 |
) |
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
Adjusted net income |
|
$ | 22.0 |
|
|
$ | — |
|
|
$ | 22.0 |
|
|
$ | 22.0 |
|
|
$ | (0.5 |
) |
|
$ | 22.5 |
|
Adjusted earnings per ordinary share (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per ordinary share |
|
$ | 0.34 |
|
|
$ | (0.03 |
) |
|
$ | 0.37 |
|
|
$ | 0.40 |
|
|
$ | (0.15 |
) |
|
$ | 0.55 |
|
Impact of adjusted items |
|
|
0.47 |
|
|
|
0.03 |
|
|
|
0.44 |
|
|
|
0.41 |
|
|
|
0.13 |
|
|
|
0.28 |
|
Adjusted diluted earnings per ordinary share |
|
$ | 0.81 |
|
|
$ | — |
|
|
$ | 0.81 |
|
|
$ | 0.81 |
|
|
$ | (0.02 |
) |
|
$ | 0.83 |
|
(1) For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares outstanding during the financial year has been adjusted for the dilutive effects of all potential ordinary shares and share options granted to employees, except where there is a loss in the period, then no adjustment is made.
|
|
Third Quarter |
|
|||||||||||||||||||||
In millions except per share data |
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
Continuing |
|
|
|
|
|
|
Adjusted |
|
|
Continuing |
|
|
Superform / |
|
|
Adjusted |
|
|||||
|
|
operations |
|
|
Superform |
|
|
Total |
|
|
operations |
|
|
Graphic Arts |
|
|
Total |
|
||||||
Adjusted net income |
|
$ | 6.9 |
|
|
$ | (0.1 |
) |
|
$ | 7.0 |
|
|
$ | 8.2 |
|
|
$ | 0.1 |
|
|
$ | 8.1 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax on adjusted items |
|
|
1.6 |
|
|
|
0.3 |
|
|
|
1.3 |
|
|
|
(0.4 |
) |
|
|
— |
|
|
|
(0.4 |
) |
Provision for income taxes |
|
|
0.8 |
|
|
|
(0.1 |
) |
|
|
0.9 |
|
|
|
2.8 |
|
|
|
— |
|
|
|
2.8 |
|
Net finance costs |
|
|
1.0 |
|
|
|
— |
|
|
|
1.0 |
|
|
|
0.7 |
|
|
|
— |
|
|
|
0.7 |
|
Adjusted EBITA |
|
|
10.3 |
|
|
|
0.1 |
|
|
|
10.2 |
|
|
|
11.3 |
|
|
|
0.1 |
|
|
|
11.2 |
|
Depreciation |
|
|
2.0 |
|
|
|
— |
|
|
|
2.0 |
|
|
|
2.4 |
|
|
|
— |
|
|
|
2.4 |
|
Adjusted EBITDA |
|
$ | 12.3 |
|
|
$ | 0.1 |
|
|
$ | 12.2 |
|
|
$ | 13.7 |
|
|
$ | 0.1 |
|
|
$ | 13.6 |
|
|
|
Year-to-date |
|
|||||||||||||||||||||
In millions except per share data |
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
Continuing |
|
|
|
|
|
|
Adjusted |
|
|
Continuing |
|
|
Superform / |
|
|
Adjusted |
|
|||||
|
|
operations |
|
|
Superform |
|
|
Total |
|
|
operations |
|
|
Graphic Arts |
|
|
Total |
|
||||||
Adjusted net income |
|
$ | 22.0 |
|
|
$ | — |
|
|
$ | 22.0 |
|
|
$ | 22.0 |
|
|
$ | (0.5 |
) |
|
$ | 22.5 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax on adjusted items |
|
|
3.1 |
|
|
|
0.3 |
|
|
|
2.8 |
|
|
|
(0.4 |
) |
|
|
— |
|
|
|
(0.4 |
) |
Provision for income taxes |
|
|
4.3 |
|
|
|
— |
|
|
|
4.3 |
|
|
|
7.0 |
|
|
|
(0.3 |
) |
|
|
7.3 |
|
Net finance costs |
|
|
2.7 |
|
|
|
— |
|
|
|
2.7 |
|
|
|
2.4 |
|
|
|
(0.2 |
) |
|
|
2.6 |
|
Adjusted EBITA |
|
|
32.1 |
|
|
|
0.3 |
|
|
|
31.8 |
|
|
|
31.0 |
|
|
|
(1.0 |
) |
|
|
32.0 |
|
Depreciation |
|
|
6.1 |
|
|
|
— |
|
|
|
6.1 |
|
|
|
6.9 |
|
|
|
— |
|
|
|
6.9 |
|
Adjusted EBITDA |
|
$ | 38.2 |
|
|
$ | 0.3 |
|
|
$ | 37.9 |
|
|
$ | 37.9 |
|
|
$ | (1.0 |
) |
|
$ | 38.9 |
|
|
|
Third Quarter |
|
|||||||||||||||||||||
In millions except per share data |
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
Continuing |
|
|
|
|
|
|
Adjusted |
|
|
Continuing |
|
|
Superform / |
|
|
Adjusted |
|
|||||
|
|
operations |
|
|
Superform |
|
|
Total |
|
|
operations |
|
|
Graphic Arts |
|
|
Total |
|
||||||
Adjusted net income / (loss) |
|
$ | 6.9 |
|
|
$ | (0.1 |
) |
|
$ | 7.0 |
|
|
$ | 8.2 |
|
|
$ | 0.1 |
|
|
$ | 8.1 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax on adjusted items |
|
|
1.6 |
|
|
|
0.3 |
|
|
|
1.3 |
|
|
|
(0.4 |
) |
|
|
— |
|
|
|
(0.4 |
) |
Provision for income taxes |
|
|
0.8 |
|
|
|
(0.1 |
) |
|
|
0.9 |
|
|
|
2.8 |
|
|
|
— |
|
|
|
2.8 |
|
Adjusted income before income taxes |
|
|
9.3 |
|
|
|
0.1 |
|
|
|
9.2 |
|
|
|
10.6 |
|
|
|
0.1 |
|
|
|
10.5 |
|
Adjusted provision for income taxes |
|
$ | 2.4 |
|
|
$ | 0.2 |
|
|
$ | 2.2 |
|
|
$ | 2.4 |
|
|
$ | — |
|
|
$ | 2.4 |
|
Adjusted effective tax rate |
|
|
25.8 |
% |
|
|
200.0 |
% |
|
|
23.9 |
% |
|
|
22.6 |
% |
|
|
— |
% |
|
|
22.9 |
% |
|
|
Year-to-date |
|
|||||||||||||||||||||
In millions except per share data |
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
Continuing |
|
|
|
|
|
|
Adjusted |
|
|
Continuing |
|
|
Superform / |
|
|
Adjusted |
|
|||||
|
|
operations |
|
|
Superform |
|
|
Total |
|
|
operations |
|
|
Graphic Arts |
|
|
Total |
|
||||||
Adjusted net income / (loss) |
|
$ | 22.0 |
|
|
$ | — |
|
|
$ | 22.0 |
|
|
$ | 22.0 |
|
|
$ | (0.5 |
) |
|
$ | 22.5 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax on adjusted items |
|
|
3.1 |
|
|
|
0.3 |
|
|
|
2.8 |
|
|
|
(0.4 |
) |
|
|
— |
|
|
|
(0.4 |
) |
Provision / (credit) for income taxes |
|
|
4.3 |
|
|
|
— |
|
|
|
4.3 |
|
|
|
7.0 |
|
|
|
(0.3 |
) |
|
|
7.3 |
|
Adjusted income before income taxes |
|
29.4 |
|
|
|
0.3 |
|
|
|
29.1 |
|
|
|
28.6 |
|
|
|
(0.8 |
) |
|
|
29.4 |
|
|
Adjusted provision / (credit) for income taxes |
|
$ | 7.4 |
|
|
$ | 0.3 |
|
|
$ | 7.1 |
|
|
$ | 6.6 |
|
|
$ | (0.3 |
) |
|
$ | 6.9 |
|
Adjusted effective tax rate |
|
|
25.2 |
% |
|
|
100.0 |
% |
|
|
24.4 |
% |
|
|
23.1 |
% |
|
|
37.5 |
% |
|
|
23.5 |
% |
|
|
Third Quarter 2026 |
|
|||||||||||||
|
|
Gas |
|
|
|
|
|
|
|
|
|
|
Graphic |
|
||
In millions |
|
Cylinders |
|
|
Elektron |
|
|
Superform |
|
|
Arts |
|
||||
Segment adjusted EBITA |
|
$ | 4.1 |
|
|
$ | 6.1 |
|
|
$ | 0.1 |
|
|
$ | — |
|
Depreciation |
|
|
0.7 |
|
|
|
1.3 |
|
|
|
— |
|
|
|
— |
|
Segment adjusted EBITDA |
|
$ | 4.8 |
|
|
$ | 7.4 |
|
|
$ | 0.1 |
|
|
$ | — |
|
|
|
Year-to-date 2026 |
|
|||||||||||||
|
|
|
Gas |
|
|
|
|
|
|
|
|
|
|
|
Graphic |
|
In millions |
|
Cylinders |
|
|
Elektron |
|
|
Superform |
|
|
Arts |
|
||||
Segment adjusted EBITA |
|
$ | 10.4 |
|
|
$ | 21.4 |
|
|
$ | 0.3 |
|
|
$ | — |
|
Depreciation |
|
|
2.0 |
|
|
|
4.1 |
|
|
|
— |
|
|
|
— |
|
Segment adjusted EBITDA |
|
$ | 12.4 |
|
|
$ | 25.5 |
|
|
$ | 0.3 |
|
|
$ | — |
|
|
|
Third Quarter 2025 |
|
|||||||||||||
|
|
|
Gas |
|
|
|
|
|
|
|
|
|
|
|
Graphic |
|
In millions |
|
Cylinders |
|
|
Elektron |
|
|
Superform |
|
|
Arts |
|
||||
Segment adjusted EBITA |
|
$ | 2.8 |
|
|
$ | 8.4 |
|
|
$ | 0.1 |
|
|
$ | — |
|
Depreciation |
|
|
0.9 |
|
|
|
1.5 |
|
|
|
— |
|
|
|
— |
|
Segment adjusted EBITDA |
|
$ | 3.7 |
|
|
$ | 9.9 |
|
|
$ | 0.1 |
|
|
$ | — |
|
|
|
Year-to-date 2025 |
|
|||||||||||||
|
|
|
Gas |
|
|
|
|
|
|
|
|
|
|
|
Graphic |
|
In millions |
|
Cylinders |
|
|
Elektron |
|
|
Superform |
|
|
Arts |
|
||||
Segment adjusted EBITA |
|
$ | 8.6 |
|
|
$ | 23.4 |
|
|
$ | 0.1 |
|
|
$ | (1.1) |
|
Depreciation |
|
|
2.6 |
|
|
|
4.3 |
|
|
|
— |
|
|
|
— |
|
Segment adjusted EBITDA |
|
$ | 11.2 |
|
|
$ | 27.7 |
|
|
$ | 0.1 |
|
|
$ | (1.1) |
|
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of our reportable segments, Gas Cylinders, Elektron and Superform. The Graphic Arts business was sold on July 2, 2025 and is therefore excluded from the current period discussion.
Adjusted EBITA, which is our segment income metric, represents net income adjusted for share-based compensation charges, restructuring charges, loss on disposal of assets held-for-sale, disposal costs, other costs, net interest expenses, defined benefit pension charge / credit, provision for taxes and amortization. A reconciliation to pre-tax income can be found in Note 14 to the condensed consolidated financial statements. Adjusted EBITDA, as shown below, represents adjusted EBITA less depreciation. Management believes that adjusted EBITA and adjusted EBITDA are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. Adjusted EBITDA is reconciled to adjusted EBITA above.
GAS CYLINDERS
The net sales, adjusted EBITA and adjusted EBITDA for Gas Cylinders were as follows:
|
|
Third Quarter |
|
|
% / point change |
|
|
Year-to-date |
|
|
% / point change |
|
||||||||||||
In millions |
|
2026 |
|
|
2025 |
|
|
2026 v 2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 v 2025 |
|
||||||
Net sales |
|
$ | 42.6 |
|
|
$ | 42.9 |
|
|
|
(0.7 | )% |
|
$ | 130.6 |
|
|
$ | 131.0 |
|
|
|
(0.3 | )% |
Adjusted EBITA |
|
|
4.1 |
|
|
|
2.8 |
|
|
|
46.4 | % |
|
|
10.4 |
|
|
|
8.6 |
|
|
|
20.9 | % |
Adjusted EBITDA |
|
$ | 4.8 |
|
|
$ | 3.7 |
|
|
|
29.7 | % |
|
|
12.4 |
|
|
|
11.2 |
|
|
|
10.7 | % |
Adjusted EBITA % of net sales |
|
|
9.6% |
|
|
|
6.5% |
|
|
|
3.1 |
|
|
|
8.0% |
|
|
|
6.6% |
|
|
|
1.4 |
|
Adjusted EBITDA % of net sales |
|
|
11.3% |
|
|
|
8.6% |
|
|
|
2.7 |
|
|
|
9.5% |
|
|
|
8.5% |
|
|
|
1.0 |
|
Net sales
The 0.7% decrease in Gas Cylinders sales in the third quarter of 2026 from 2025 was primarily the result of lower sales of cylinders serving space exploration programs and aerospace cylinders, partially offset by improved demand for SCBA cylinders.
Further to the above, sales in the first nine months of 2026 decreased by 0.3%, with strong demand for alternative fuel ("AF") cylinders.
Adjusted EBITA
The 3.1 and 1.0 percentage point increase in adjusted EBITA for Gas Cylinders as a percentage of net sales in the third quarter and first nine months of 2026 compared to 2025 was primarily the result of disciplined cost reduction and pricing actions, partially offset by inflation and adverse sales volume and mix.
Adjusted EBITDA
Adjusted EBITDA was affected for the same reasons as adjusted EBITA.
ELEKTRON
The net sales, adjusted EBITA and adjusted EBITDA for Elektron were as follows:
|
|
Third Quarter |
|
|
% / point change |
|
|
Year-to-date |
|
|
% / point change |
|
||||||||||||
In millions |
|
2026 |
|
|
2025 |
|
|
2026 v 2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 v 2025 |
|
||||||
Net sales |
|
$ | 46.7 |
|
|
$ | 50.0 |
|
|
|
(6.6 |
)% |
|
$ | 136.1 |
|
|
$ | 149.5 |
|
|
|
(9.0 |
)% |
Adjusted EBITA |
|
|
6.1 |
|
|
|
8.4 |
|
|
|
(27.4 |
)% |
|
|
21.4 |
|
|
|
23.4 |
|
|
|
(8.5 |
)% |
Adjusted EBITDA |
|
$ | 7.4 |
|
|
$ | 9.9 |
|
|
|
(25.3 |
)% |
|
|
25.5 |
|
|
|
27.7 |
|
|
|
(7.9 |
)% |
Adjusted EBITA % of net sales |
|
|
13.1 |
% |
|
|
16.8 |
% |
|
|
(3.7 |
) |
|
|
15.7 |
% |
|
|
15.7 |
% |
|
|
— |
|
Adjusted EBITDA % of net sales |
|
|
15.8 |
% |
|
|
19.8 |
% |
|
|
(4.0 |
) |
|
|
18.7 |
% |
|
|
18.5 |
% |
|
|
0.2 |
|
Net sales
The 6.6% decrease in Elektron sales in the third quarter of 2026 from 2025 was primarily the result of lower sales of flameless ration heaters for Meals Ready to Eat (“MREs”) and RotaMag® magnesium alloys, partially offset by increased sales of magnesium powders for defense use and zirconium powders used in industrial applications.
Further to the above, the 9.0% decrease in sales in the first nine months of 2026 was also significantly affected by lower sales of zirconium products used for pharmaceutical applications.
Adjusted EBITA
The 3.7 percentage point point decreases in adjusted EBITA for Elektron as a percentage of net sales in the third quarter compared to the third quarter of 2025 was primarily the result of adverse sales mix and inflation, partially offset by pricing actions. EBITA as a percentage of net sales for the first nine months of 2026 was flat compared to the first nine months of 2025.
Adjusted EBITDA
Adjusted EBITDA was affected for the same reasons as adjusted EBITA.
SUPERFORM
The net sales, adjusted EBITA and adjusted EBITDA for Superform were as follows:
|
|
Third Quarter |
|
|
% / point change |
|
|
Year-to-date |
|
|
% / point change |
|
||||||||||||
In millions |
|
2026 |
|
|
2025 |
|
|
2026 v 2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 v 2025 |
|
||||||
Net sales |
|
$ | 2.4 |
|
|
$ | 2.7 |
|
|
|
(11.1 |
)% |
|
$ | 6.4 |
|
|
$ | 6.8 |
|
|
|
(5.9 |
)% |
Adjusted EBITA |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.0 |
% |
|
|
0.3 |
|
|
|
0.1 |
|
|
|
n/a |
|
Adjusted EBITDA |
|
$ | 0.1 |
|
|
$ | 0.1 |
|
|
|
0.0 |
% |
|
|
0.3 |
|
|
|
0.1 |
|
|
|
n/a |
|
Adjusted EBITA % of net sales |
|
|
4.2 |
% |
|
|
3.7 |
% |
|
|
0.5 |
|
|
|
4.7 |
% |
|
|
1.5 |
% |
|
|
3.2 |
|
Adjusted EBITDA % of net sales |
|
|
4.2 |
% |
|
|
3.7 |
% |
|
|
0.5 |
|
|
|
4.7 |
% |
|
|
1.5 |
% |
|
|
3.2 |
|
Net sales
The 11.1% decrease in Superform sales in the third quarter of 2026 from 2025 was primarily the result of lower sales of components serving defense aerospace, automotive and rail applications, partially offset by increased sales of components serving commercial aerospace applications.
Further to the above, sales in the first nine months of 2026 decreased by 5.9%, as increased sales of commercial aerospace components and tooling were more than offset by lower sales of components serving defense aerospace, automotive and rail applications.
Adjusted EBITA
The 0.5 percentage point and 3.2 percentage point increases in adjusted EBITA for Superform as a percentage of net sales in the third quarter and first nine months of 2026, respectively, compared to the corresponding periods in 2025, were primarily the result of a more favorable sales mix, together with lower manufacturing fixed costs and improved production cost performance.
Adjusted EBITDA
Adjusted EBITDA was affected for the same reasons as adjusted EBITA.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements arise primarily from obligations under our indebtedness, capital expenditures, acquisitions, the funding of working capital and the funding of hedging facilities to manage foreign exchange and commodity purchase price risks. We meet these requirements primarily through cash flows from operating activities, cash deposits and borrowings under the Revolving Credit Facility and accompanying ancillary hedging facilities. Our principal liquidity needs are:
|
• |
funding acquisitions, including deferred contingent consideration payments; |
|
• |
capital expenditure requirements; |
|
• |
payment of shareholder dividends; |
|
• |
servicing interest borrowings under the Senior Facilities Agreement, in addition to commitment fees; |
|
• |
working capital requirements, particularly in the short term as we aim to achieve organic sales growth; and |
|
• |
hedging facilities used to manage our foreign exchange risks. |
We believe that, in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient liquidity and available credit facilities to meet our requirements. In June 2026, the Company repaid the $25.0 million Loan Note at maturity using drawings under its Revolving Credit Facility. As of September 27, 2026, the Revolving Credit Facility had available headroom of $66.3 million. In July 2025, we completed a refinance of our shelf facility, with terms remaining substantially unchanged and maturity extended to July 2030.
We have been in compliance with the covenants under the Senior Facilities Agreement and, prior to its repayment in June 2026, the Loan Notes throughout all of the quarterly measurement dates from and including September 30, 2011, to September 27, 2026.
Luxfer conducts all of its operations through its subsidiaries and joint ventures. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.
Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee that we will generate sufficient cash flows from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.
Cash Flows
Operating activities
Cash used by operating activities in the first nine months of 2026 was a $14.2 million inflow compared to an $18.2 million inflow in 2025. It was primarily related to net income from operating activities, net decreases in working capital, and net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit; loss on held-for-sale asset group and net changes to assets and liabilities. In 2026, the company benefitted from a $10.4 million refund from the U.K. pension surplus, received net of $3.5 million tax.
Investing activities
Net cash used by investing activities was $7.9 million for the first nine months of 2026, compared to net cash used by investing activities of $0.3 million in 2025. Capital expenditure increased by $3.3 million in the first nine months. The Company received $4.3 million in 2025 in relation to the sale of its Graphic Arts business.
Financing activities
In the first nine months of 2026, net cash provided by financing activities was $5.2 million, (2025: $16.2 million used by financing activities). We had net drawdowns of $43.8 million on our revolving credit facility and repaid $25.0 million of loan notes (2025: $3.1 million drawdown of overdraft and $0.9 million drawdown on our revolving credit facility). Dividend payments of $10.3 million (2025: $10.5 million), equating to $0.39 per ordinary share respectively and we paid out $2.0 million, (2025: $0.7 million) in settling share based compensation and $1.4 million, (2025: $1.9 million) in repurchasing our own shares as part of the share buyback program which equates to 100,000 shares (2025: 155,000 shares). We have suspended repurchases of our ordinary shares under the share buyback program pending consummation of the Transaction.
Capital Resources
Dividends
We paid year-to-date dividends in 2026 of $10.3 million, (2025: $10.5 million paid year-to-date and additional $3.5 million declared after the quarter).
Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and IFRS as adopted by the E.U., which differ in some respects from GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.
Authorized shares
Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share.
Contractual obligations
The following summarizes our significant contractual obligations that impact our liquidity:
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Payments Due by Period |
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Less than |
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1 – 3 |
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3 – 5 |
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After |
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Total |
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1 year |
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years |
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years |
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5 years |
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(in $ million) |
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Contractual cash obligations |
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Revolving credit facility |
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58.7 |
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— |
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— |
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58.7 |
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— |
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Obligations under operating leases |
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16.4 |
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4.1 |
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3.4 |
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1.5 |
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7.4 |
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Capital commitments |
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2.2 |
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2.2 |
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— |
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— |
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— |
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Interest payments |
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14.3 |
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3.4 |
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6.6 |
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4.3 |
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— |
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Total contractual cash obligations |
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$ | 91.6 |
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$ | 9.7 |
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$ | 10.0 |
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$ | 64.5 |
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$ | 7.4 |
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Off-balance sheet measures
At September 27, 2026, we had no off-balance sheet arrangements other than the bonding facilities disclosed in Note 16.
NEW ACCOUNTING STANDARDS
See Note 1 of the Notes to Condensed Consolidated Financial Statements for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future.
CRITICAL ACCOUNTING POLICIES
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our 2025 Annual Report on Form 10K, filed with the SEC on February 24, 2026, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk during the first nine months ended September 27, 2026. For additional information, refer to Item 7A of our 2025 Annual Report on Form 10-K, filed with the SEC on February 24, 2026. For a discussion of recent developments affecting the supply of certain rare earth materials, refer to Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Rare earth export restrictions.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of September 27, 2026, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, as of September 27, 2026, to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 27, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
While we are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, employee and product liability claims, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party, or of which any of their property is subject. It is possible, however, that an adverse resolution of an unexpectedly large number of such individual claims or proceedings could in the aggregate have a material adverse effect on results of operations for a particular year or quarter.
There have been no material changes from the risk factors previously disclosed in Item 1A. of our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026, except as described below.
Risks Related to the Transaction
If the Transaction does not close, or is delayed, we may experience financial and operational disruptions. In addition our stock price may decline if the Transaction is perceived as uncertain to close.
On July 26, 2026, we entered into the Transaction Agreement with Buyer, pursuant to which Buyer will acquire the entire issued share capital of the Company pursuant to the Scheme of Arrangement. The closing of the Transaction is subject to the satisfaction or waiver of certain conditions, many of which are not within our full control. We may be unable to obtain and satisfy, or experience delays in obtaining and satisfying, required regulatory approvals, shareholder approvals, and other closing conditions. In addition, both we and Buyer may terminate the Transaction Agreement for reasons specified therein. The announcement and pendency of the Transaction could adversely affect our business and stock price, including if the Transaction does not close or is delayed, for reasons including the following:
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• |
Uncertainty about the effect of the Transaction may impair our ability to retain and hire key personnel, and could cause customers, suppliers, financial counterparties, and others to seek to negotiate changes or alter their present existing business relationships with us. |
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• |
The pursuit of the Transaction may place a significant burden on management and internal resources, which may have a negative impact on our ongoing business. It may also divert management’s time and attention from the day-to-day operation of our business and the execution of our other strategic initiatives. This could adversely affect our financial results. |
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• |
The Transaction Agreement restricts us, without the consent of Buyer, from taking certain actions until the Effective Time or the termination of the Transaction Agreement. These restrictions may prevent us from pursuing otherwise attractive business opportunities and taking other actions with respect to our business that we may consider advantageous. |
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• |
We have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Transaction. Many of the fees and costs will be payable by us even if the Transaction is not completed. In addition, we may be required to pay a termination fee of up to $18,000,000 to Buyer and reimburse certain out-of-pocket expenses if the Transaction Agreement is terminated for certain specified reasons. |
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• |
The Transaction may not occur on the expected timeline because of a delay in receiving required regulatory approvals, shareholder approvals or other reasons. Any delay or inability to close the Transaction may cause the market price of our ordinary shares to decline. |
Lawsuits may be filed against us and the members of the Company Board arising out of the proposed Transaction, which may delay or prevent the proposed Transaction or otherwise negatively affect our business and operations.
Putative shareholder complaints, including shareholder class action complaints, and other complaints may be filed against us, the Company Board and others in connection with the transactions contemplated by the Transaction Agreement. The outcome of any such litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, the Company Board or others could delay or prevent the Transaction from being completed, divert the attention of our management and employees away from our day-to-day business, and otherwise adversely affect our business, results of operations, and financial condition. If the Transaction is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Transaction.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Director and Officer Trading Arrangements
of Luxfer’s directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this Report.
2.1 |
31.1 |
31.2 |
32.1 |
32.2 |
101 |
The financial statements from the Company’s Interim Report on Form 10-Q for the quarter ended September 27, 2026, formatted in inline XRBL: (i) Condensed Consolidated Statements of Income; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Changes in Equity; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. The instance document does not appear in the Interactive Data File because its XRBL tags are embedded within the Inline XRBL document. |
104 |
Cover Page Interactive Data File (formatted as inline XRBL and contained in Exhibit 101). |
Pursuant to the requirements of Section 13 or 15 (d) 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.
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Luxfer Holdings plc |
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(Registrant) |
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/s/Andrew Butcher |
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Andrew Butcher |
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Chief Executive Officer |
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(Duly Authorized Officer) |
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October 28, 2026 |
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38
EX-31.1
Section 302 Certificate
Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Andrew Butcher, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Luxfer Holdings PLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 28, 2026 | /s/ Andrew Butcher |
| Andrew Butcher |
| Chief Executive Officer |
EX-31.2
Section 302 Certificate
Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Stephen Webster, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Luxfer Holdings PLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 28, 2026 | /s/ Stephen Webster |
| Stephen Webster |
| Chief Financial Officer |
EX-32.1
Section 906 Certificate
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Andrew Butcher, the Chief Executive Officer of Luxfer Holdings PLC, a public limited company incorporated under English law (the “Company”), do hereby certify, to my knowledge, that:
| • | the Quarterly Report on Form 10-Q for the period ended September 27, 2026 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| • | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Andrew Butcher |
| Andrew Butcher |
Date: October 28, 2026 | Chief Executive Officer |
EX-32.2
Section 906 Certificate
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Stephen Webster, the Chief Financial Officer of Luxfer Holdings PLC, a public limited company incorporated under English law (the “Company”), do hereby certify, to my knowledge, that:
| • | the Quarterly Report on Form 10-Q for the period ended September 27, 2026 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| • | information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Stephen Webster |
| Stephen Webster |
Date: October 28, 2026 | Chief Financial Officer |