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 | |
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 March 29, 2026, was
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| First Quarter | ||||||||
| In millions, except share and per-share data | 2026 | 2025 | ||||||
| Net sales | $ | $ | ||||||
| Cost of goods sold | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ||||
| Research and development | ( | ) | ( | ) | ||||
| Restructuring charges | ( | ) | ( | ) | ||||
| Other costs | ( | ) | ||||||
| Operating income | ||||||||
| Net interest expense | ( | ) | ( | ) | ||||
| Net defined benefit pension credit | ||||||||
| Income before income taxes | ||||||||
| Provision for income taxes | ( | ) | ( | ) | ||||
| Net income from continuing operations | ||||||||
| Net loss from discontinued operations | ( | ) | ||||||
| Net income | $ | $ | ||||||
| Earnings / (loss) per share 1 | ||||||||
| Basic from continuing operations | $ | $ | ||||||
| Basic from discontinued operations | $ | ( | ) | $ | ||||
| Basic | $ | $ | ||||||
| Diluted from continuing operations | $ | $ | ||||||
| Diluted from discontinued operations 2 | $ | ( | ) | $ | ||||
| Diluted | $ | $ | ||||||
| Weighted average ordinary shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See accompanying notes to condensed consolidated financial statements
1 The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular period may not equal the earnings-per-share amount in total.
2 The loss per share for discontinued operations has not been diluted, since the incremental shares included in the weighted-average number of shares outstanding would have been anti-dilutive.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| First Quarter | ||||||||
| In millions | 2026 | 2025 | ||||||
| Net income | $ | $ | ||||||
| Other comprehensive (loss) / income | ||||||||
| Net change in foreign currency translation adjustment | ( | ) | ||||||
| Pension and post-retirement actuarial gains, net of $ and $ tax, respectively | ||||||||
| Other comprehensive (loss) / income, net of tax | ( | ) | ||||||
| Total comprehensive income | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| March 29, | December 31, | |||||||
| In millions, except share and per-share data | 2026 | 2025 | ||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts and other receivables, net of allowances of $ and $, respectively | ||||||||
| Prepayments and accrued income | ||||||||
| Inventories | ||||||||
| Current assets held-for-sale | ||||||||
| Total current assets | $ | $ | ||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | $ | $ | ||||||
| Right-of-use assets from operating leases | ||||||||
| Goodwill | ||||||||
| Intangibles, net | ||||||||
| Deferred tax assets | ||||||||
| Pensions and other retirement benefits | ||||||||
| Investments and loans to joint ventures and other affiliates | ||||||||
| Total assets | $ | $ | ||||||
| Current liabilities | ||||||||
| Current maturities of long-term debt and short-term borrowings | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| Taxes on income | ||||||||
| Current liabilities held-for-sale | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | $ | $ | ||||||
| Non-current liabilities | ||||||||
| Long-term debt | $ | $ | ||||||
| Pensions and other retirement benefits | ||||||||
| Deferred tax liabilities | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 15) | ||||||||
| Shareholders' equity | ||||||||
| Ordinary shares of £ par value; authorized shares for 2026 and 2025; issued for 2026 and 2025; outstanding and for 2026 and 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury shares | ( | ) | ( | ) | ||||
| Company shares held by ESOP | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders' equity | ||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| First Quarter | ||||||||
| In millions | 2026 | 2025 | ||||||
| Operating activities | ||||||||
| Net income | $ | $ | ||||||
| Net loss from discontinued operations | ||||||||
| Net income from continuing operations | ||||||||
| Adjustments to reconcile net income to net cash provided / (used) by operating activities | ||||||||
| Depreciation | ||||||||
| Depreciation of right of use assets | ||||||||
| Amortization of purchased intangible assets | ||||||||
| Amortization of debt issuance costs | ||||||||
| Share-based compensation charges | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Defined benefit pension credit | ( | ) | ( | ) | ||||
| Changes in assets and liabilities | ||||||||
| Accounts and other receivables | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Current assets held-for-sale | ( | ) | ( | ) | ||||
| Prepayments and accrued income | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ||||||
| Current liabilities held-for-sale | ||||||||
| Other current liabilities | ||||||||
| Other non-current assets and liabilities | ( | ) | ( | ) | ||||
| Net cash (used) / provided by operating activities - continuing | ( | ) | ||||||
| Net cash used by operating activities - discontinued | ||||||||
| Net cash (used) / provided by operating activities | ( | ) | ||||||
| Investing activities | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Net cash used by investing activities - continuing | ( | ) | ( | ) | ||||
| Net cash used by investing activities - discontinued | ( | ) | ( | ) | ||||
| Net cash used by investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Net repayment of bank overdraft | ( | ) | ||||||
| Gross drawdowns of borrowings greater than three months | ||||||||
| Gross repayments of borrowings greater than three months | ( | ) | ||||||
| Net drawdowns of borrowings less than three months | ||||||||
| Repurchase of own shares | ( | ) | ( | ) | ||||
| Share-based compensation cash paid | ( | ) | ( | ) | ||||
| Dividends paid | ( | ) | ( | ) | ||||
| Net cash provided / (used) by financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net increase | $ | $ | ||||||
| Cash, cash equivalents and restricted cash; beginning of year | ||||||||
| Cash, cash equivalents and restricted cash; end of the First quarter | ||||||||
| Supplemental cash flow information: | ||||||||
| Interest payments | $ | $ | ||||||
| Income tax payments, net | ||||||||
See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
| Own |
Own |
|||||||||||||||||||||||||||||||||||
| shares |
shares |
Accumulated |
||||||||||||||||||||||||||||||||||
| Additional |
Treasury |
Treasury |
held by |
held by |
other |
|||||||||||||||||||||||||||||||
| Ordinary |
paid-in |
shares |
shares |
ESOP |
ESOP |
Retained |
comprehensive |
Total |
||||||||||||||||||||||||||||
| In millions, |
shares |
capital |
Number |
Amount |
Number |
Amount |
earnings |
loss |
equity |
|||||||||||||||||||||||||||
| At January 1, 2026 |
$ | $ | ( |
) | $ | ( |
) | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
| 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 March 29, 2026 |
$ | $ | ( |
) | $ | ( |
) | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements
| Own |
Own |
|||||||||||||||||||||||||||||||||||
| shares |
shares |
Accumulated |
||||||||||||||||||||||||||||||||||
| Additional |
Treasury |
Treasury |
held by |
held by |
other |
|||||||||||||||||||||||||||||||
| Ordinary |
paid-in |
shares |
shares |
ESOP |
ESOP |
Retained |
comprehensive |
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 |
$ | $ | ( |
) | $ | ( |
) | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||
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.
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 First Quarter 2026, ended on March 29, 2026, and the First Quarter 2025, ended on March 30, 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.
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:
| First Quarter | ||||||||
| In millions except share and per-share data | 2026 | 2025 | ||||||
| Basic earnings: | ||||||||
| Net income from continuing operations | $ | $ | ||||||
| Net loss from discontinued operations | ( | ) | ||||||
| Net income | $ | $ | ||||||
| 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(1): | ||||||||
| Basic earnings per ordinary share for continuing operations | $ | $ | ||||||
| Basic loss per ordinary share for discontinued operations | ( | ) | ||||||
| Basic earnings per ordinary share | $ | $ | ||||||
| Diluted earnings per ordinary share for continuing operations | $ | $ | ||||||
| Diluted loss per ordinary share for discontinued operations | ( | ) | ||||||
| Diluted earnings per ordinary share | $ | $ | ||||||
(1) The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular period may not equal the earnings-per-share amount in total.
In the First Quarter 2026 and 2025, basic average shares outstanding and diluted average shares outstanding were the same for discontinued operations because the effect of potential shares of common stock was anti-dilutive since the Company generated a net loss from discontinued operations.
3. Net Sales
Disaggregated sales disclosures for the quarters ended March 29, 2026, and March 30, 2025, are included below and in Note 15, Segmental Information.
| First Quarter | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Gas | Graphic | Gas | Graphic | |||||||||||||||||||||||||||||
| In millions | Cylinders | Elektron | Arts | Total | Cylinders | Elektron | Arts | Total | ||||||||||||||||||||||||
| Defense, First Response & Healthcare | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transportation | ||||||||||||||||||||||||||||||||
| Specialty industrial | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
The Company’s performance obligations are satisfied at a point in time. With the classification of our Superform business as discontinued operations, none of the Company's revenue from continuing operations is satisfied over time. As a result, the Company's contract receivables, contract assets and contract liabilities are included within current assets and liabilities held-for-sale.
4. Restructuring
The $
The $
4. Restructuring (continued)
Restructuring-related costs by reportable segment were as follows:
| First Quarter | ||||||||
| In millions | 2026 | 2025 | ||||||
| Severance and other costs | ||||||||
| Gas Cylinders | $ | $ | ||||||
| Elektron | ||||||||
| 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 March 29, | $ | |||
5. 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. Accordingly, the net defined benefit asset recognized at March 31, 2026 remains consistent with the year-end measurement as of December 31, 2025.
For the First Quarter ended March 29, 2026, the Company recognized a net defined benefit pension credit of $
6. Other costs
In the First Quarter of 2026, other costs of $
7. 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 on continuing operations for the Quarter ended March 29, 2026, was
In 2026 the rate was impacted by non-deductible expenses. Cash income taxes paid, net of refunds, are disclosed within supplementary cash flow information in the Consolidated Statements of Cash Flows.
8. Supplementary balance sheet information
| March 29, | 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 | ||||||||
| Derivative financial instruments | ||||||||
| Operating lease liability | ||||||||
| Advance payments | ||||||||
| Total other current liabilities | $ | $ | ||||||
| Other non-current liabilities | ||||||||
| Contingent liabilities | $ | $ | ||||||
| Operating lease liability | ||||||||
| Other non-current liabilities | ||||||||
| Total other non-current liabilities | $ | $ | ||||||
9. Goodwill and other identifiable intangible assets
Changes in goodwill during the first three months ended March 29, 2026, were as follows:
| Gas | ||||||||||||
| In millions | Cylinders | Elektron | Total | |||||||||
| At January 1, 2026 | $ | $ | $ | |||||||||
| Exchange difference | ( | ) | ( | ) | ( | ) | ||||||
| Net balance at March 29, 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 March 29, 2026 | $ | $ | $ | |||||||||
| Accumulated amortization: | ||||||||||||
| At January 1, 2026 | $ | $ | $ | |||||||||
| Provided during the period | ||||||||||||
| Exchange movements | ( | ) | ( | ) | ||||||||
| At March 29, 2026 | $ | $ | $ | |||||||||
| Net book values: | ||||||||||||
| At January 1, 2026 | $ | $ | $ | |||||||||
| At March 29, 2026 | $ | $ | $ | |||||||||
Identifiable intangible asset amortization expense was $
Intangible asset amortization expense during each of the following five years is expected to be approximately $
10. Debt
Debt outstanding was as follows:
| March 29, | December 31, | |||||||
| In millions | 2026 | 2025 | ||||||
| % Loan Notes due 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 4 for the First Quarter of 2026 and
Loan notes due and shelf facility
The Note Purchase Agreement and Private Shelf Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to March 29, 2026.
The Loan Notes due June 29, 2026, the Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York. In July 2025 we completed a refinance of our shelf facility, the terms of this remaining the same, with expiry now in July 2030 as opposed to October 2026.
Senior Facilities Agreement
During the First Quarter of 2026, we drew down net $
Bank Overdraft
The bank overdraft 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.
11. Discontinued Operations
Our Superform aluminum superplastic forming business, which operated from sites in the U.S. and the U.K., was historically included in the Gas Cylinders Segment. As a result of our decision to exit non-strategic aluminum product lines, we have reflected the results of operations of these businesses as discontinued operations in the Consolidated Statements of Income for all periods presented. We expect our Superform U.S. business to be sold within the next twelve months.
The assets and liabilities of the Superform business have been presented within Current assets held-for-sale and Current liabilities held-for-sale in the Consolidated Balance Sheets at March 29, 2026 and December 31, 2025.
Results of discontinued operations in the First Quarter of 2026 and 2025 were as follows:
| First Quarter | ||||||||
| In millions | 2026 | 2025 | ||||||
| Net sales | $ | $ | ||||||
| Cost of goods sold | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ||||
| Restructuring credit | ||||||||
| Operating loss | ( | ) | ||||||
| Tax credit | ||||||||
| Net loss | $ | ( | ) | $ | ||||
The associated assets and liabilities relating to Superform U.S. that are classified as held-for-sale were as follows:
| Held-for-sale assets | March 29, | December 31, | ||||||
| In millions | 2026 | 2025 | ||||||
| Inventory | $ | $ | ||||||
| Prepayments and accrued income | ||||||||
| Accounts and other receivables | ||||||||
| Current assets | ||||||||
| Total assets | $ | $ | ||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Other current liabilities | ||||||||
| Current liabilities | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
The non-cash items for discontinued operations was as follows:
| First Quarter | ||||||||
| In millions | 2026 | 2025 | ||||||
| Non-cash add-backs to cash flows from discontinued operating activities: | ||||||||
| Share-based compensation charge | $ | $ | ||||||
| Cash flows from discontinued investing activities: | ||||||||
| Capital expenditures | $ | $ | ||||||
12. Share Plans
Total share-based compensation expense in the First Quarter of 2026 and 2025 was as follows:
| First Quarter | ||||||||
| In millions | 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
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.
13. Shareholders' Equity
Dividends paid and proposed
| First Quarter | ||||||||
| In millions | 2026 | 2025 | ||||||
| Dividends declared and paid during the year: | ||||||||
| 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) | $ | - | $ | |||||
| Interim dividend declared , and to be paid ($ per ordinary share) | — | |||||||
| $ | $ | |||||||
14. 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 First Quarter ended March 29, 2026, the Company operated business units, which aggregate into reportable segments within continuing operations: Gas Cylinders and Elektron. Luxfer Gas Cylinders forms the Gas Cylinders segment, and Luxfer MEL Technologies and Luxfer Magtech aggregate into the Elektron 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.
The Superform business unit, which was previously aggregated into the Gas Cylinders segment, is presented within discontinued operations. 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.
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.
14. Segmental Information (continued)
Other
Other primarily represents unallocated corporate expenses and includes non-service-related defined benefit pension cost or credit.
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 quarters ended of 2026 and 2025 were as follows:
| First Quarter 2026 | ||||||||||||||||
| Gas | Graphic | |||||||||||||||
| In millions | Cylinders | Elektron | 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 | ( | ) | ||||||||||||||
| Interest expense, net | ( | ) | ||||||||||||||
| Income before tax from continuing operations | $ | |||||||||||||||
| First Quarter 2025 | ||||||||||||||||
| Gas | Graphic | |||||||||||||||
| In millions | Cylinders | Elektron | 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 | ( | ) | ||||||||||||||
| Defined benefit pension credit | ||||||||||||||||
| Interest expense, net | ( | ) | ||||||||||||||
| Income before tax from continuing operations | $ | |||||||||||||||
In the First quarter 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 | |||||||||||||||
| First Quarter | First Quarter | |||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Gas Cylinders segment | $ | $ | $ | $ | ||||||||||||
| Elektron segment | ||||||||||||||||
| Consolidated | $ | $ | $ | $ | ||||||||||||
14. Segmental Information (continued)
| Total assets | Capital expenditures | |||||||||||||||
| March 29, | December 31, | First Quarter | ||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Gas Cylinders segment | $ | $ | $ | $ | ||||||||||||
| Elektron segment | ||||||||||||||||
| Graphic Arts segment | ||||||||||||||||
| Total reportable segments | $ | $ | $ | $ | ||||||||||||
| Other | ||||||||||||||||
| Discontinued operations | ||||||||||||||||
| Consolidated | $ | $ | $ | $ | ||||||||||||
| Property, plant and equipment, net | ||||||||
| March 29, | 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 First Quarter ended March 29, 2026, and March 30, 2025:
| Net Sales(1) | ||||||||||||||||
| First Quarter | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| $M | Percent | $M | Percent | |||||||||||||
| United States | $ | % | $ | % | ||||||||||||
| United Kingdom | % | % | ||||||||||||||
| India | % | % | ||||||||||||||
| Germany | % | % | ||||||||||||||
| 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.
15. Commitments and Contingencies
Committed and uncommitted banking facilities
The Company had committed banking facilities of million at March 29, 2026 and December 31, 2025. Of these committed facilities, $
| Uncommitted Facilities | ||||||||||||||||
| March 29, 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 $
16. Subsequent Events
Other than those disclosed elsewhere in the note 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. 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:
| • |
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.
Key trends regarding our existing business
Operating objectives and trends
In 2026, we expect the following operating objectives and trends to impact our business:
| • |
Focus on navigating near-term uncertainties while maintaining strategic discipline for long-term growth; |
| • |
Completion of recently launched 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; |
| • |
Focus on recruiting, developing, maintaining talent, and driving a high-performance culture; and |
| • |
Continued evaluation of strategic alternatives in response to the strategic review in 2024. |
CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations for Luxfer in the First Quarter of 2026 and 2025 were as follows:
| First Quarter |
% / point change |
|||||||||||
| In millions |
2026 |
2025 |
2026 v 2025 |
|||||||||
| Net sales |
$ | 83.9 | $ | 97.0 | (13.5 | )% | ||||||
| Cost of goods sold |
(62.0 | ) | (75.6 | ) | (18.0 | )% | ||||||
| Gross profit |
21.9 | 21.4 | 2.3 | % | ||||||||
| % of net sales |
26.1 | % | 22.1 | % | 4.0 | |||||||
| Selling, general and administrative expenses |
(11.4 | ) | (12.6 | ) | (9.5 | )% | ||||||
| % of net sales |
13.6 | % | 13.0 | % | 0.6 | |||||||
| Research and development |
(1.4 | ) | (1.1 | ) | 27.3 | % | ||||||
| % of net sales |
1.7 | % | 1.1 | % | 0.6 | |||||||
| Restructuring charges |
(2.3 | ) | (0.1 | ) | 2200.0 | % | ||||||
| % of net sales |
2.7 | % | 0.1 | % | 2.6 | |||||||
| Other costs |
(0.6 | ) | — | n/a | ||||||||
| % of net sales |
0.7 | % | — | % | 0.7 | |||||||
| Operating income |
6.2 | 7.6 | (18.4 | )% | ||||||||
| % of net sales |
7.4 | % | 7.8 | % | (0.4 | ) | ||||||
| Net interest expense |
(0.7 | ) | (0.8 | ) | (12.5 | )% | ||||||
| % of net sales |
0.8 | % | 0.8 | % | — | |||||||
| Defined benefit pension credit |
— | 0.6 | (100.0 | )% | ||||||||
| % of net sales |
— | % | 0.6 | % | (0.6 | ) | ||||||
| Income before income taxes |
5.5 | 7.4 | (25.7 | )% | ||||||||
| % of net sales |
6.6 | % | 7.6 | % | (1.0 | ) | ||||||
| Provision for income taxes |
(1.7 | ) | (1.9 | ) | (10.5 | )% | ||||||
| Effective tax rate |
30.9 | % | 25.7 | % | 5.2 | |||||||
| Net income from continuing activities |
$ | 3.8 | $ | 5.5 | (30.9 | )% | ||||||
| % of net sales |
4.5 | % | 5.7 | % | (1.2 | ) | ||||||
Net sales
Adjusting for foreign exchange tailwinds of $1.2 million in the First Quarter of 2026, and excluding Graphic Arts sales of $6.5 million in First quarter of 2025, net sales have decreased by 8.6%.
Revenue was positively impacted in the quarter from:
| • |
Higher sales of magnesium aerospace alloys; and |
| • |
Increase in sales of Alternative Fuel ("AF") cylinders |
These increases were offset by:
| • |
Lower sales of SCBA cylinders; |
| • |
Reduced sales of zirconium powders used for pharmaceutical products and automotive catalysis; and |
| • |
Lower demand for magnesium alloys in commercial use. |
Gross profit
Excluding Graphic Arts there was a 3.7 percentage point increase in gross profit as a percentage of sales in the First Quarter of 2026 from 2025, respectively. This increase was primarily the result of positive pricing and cost discipline.
Selling, general and administrative expenses ("SG&A")
Excluding Graphic Arts, SG&A costs as a percentage of sales in the first quarter of 2026 from 2025 have increased by 2.5 percentage points, this is a result of inflationary cost rises and lower sales in the quarter as explained above.
Research and development costs
Excluding Graphic Arts, research and development costs as a percentage of sales in the First Quarter of 2026 from 2025 increased by 0.6 percentage points, also a result of the lower sales in the quarter.
Restructuring charges
The $2.3 million restructuring charge in the First Quarter of 2026 relates to the continued execution of restructuring initiatives previously announced, aimed at reducing our fixed cost structure and enhancing operational alignment, including the centralization of our North American gas cylinders and magnesium powders businesses. These charges comprise $2.2 million within the Gas Cylinders segment and $0.1 million within the Elektron segment, primarily relating to follow-on costs associated with the cessation of manufacturing at our Pomona, California facility in December 2025, including equipment relocation, site reorganisation, employee stay incentives and site remediation activities, as well as minor shutdown costs associated with the magnesium powders business.
The $0.1 million restructuring charges in the First Quarter of 2025, also predominantly related to costs aimed at reducing our fixed cost structure and realigning the business.
Other Costs
The defined benefit pension credit decreased to $0.0 million for the first quarter of 2026 (2025: $0.6 million credit), primarily reflecting lower expected returns on plan assets compared to the prior year period. 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 during the quarter, it has the effect of reducing future variability in pension income. Costs of $0.1 million were incurred in connection with the buy-in during the period, which offset the underlying pension credit.
Net Interest Expense
Net interest expense of $0.7 million in the First Quarter of 2026 decreased 12.5% from $0.8 million in the First Quarter of 2025, due to a decrease in average interest rate on drawings.
Defined benefit pension credit
The $0.6 million decrease in the defined benefit pension credit to $0.0 million in 2026 from $0.6 million in 2025 is primarily due to the effect of lower projected asset returns, additionally in 2026, the Company incurred $0.1 million of costs in connection with the pension buy-in.
Provision for income taxes
The movement in the year to date statutory effective tax rate from 25.7% in 2025, to 30.9% in 2026, was primarily due to non-deductible expenses.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
The following tables of non-GAAP summary financial data presents a reconciliation of net income from continuing operations and diluted earnings per ordinary share from continuing operations to adjusted net income from continuing operations, adjusted EBITA from continuing operations, adjusted income from continuing operations before income taxes, adjusted EBITDA from continuing operations, adjusted EBITDA excluding legal cost recovery, adjusted earnings per ordinary share from continuing operations, adjusted provision for income taxes and adjusted effective tax rate from continuing operations, for the periods presented, being the most comparable GAAP measures. Management believes that adjusted net income excluding legal cost recovery, adjusted earnings per share, adjusted EBITA and adjusted EBITDA excluding legal cost recovery 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. 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 from continuing operations, adjusted earnings per share from continuing operations, adjusted EBITA from continuing operations and adjusted EBITDA excluding legal cost (recovery) from continuing operations in isolation as an alternative 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 it to be classified as a discontinued operation, management believed it is appropriate in the tables below to separate out the results of Graphic Arts in order to provide a more complete financial summary for the period.
| First Quarter |
||||||||||||||||||||||||
| In millions except per share data |
2026 |
2025 |
||||||||||||||||||||||
| Continuing |
Graphic |
Adjusted |
Continuing |
Graphic |
Adjusted |
|||||||||||||||||||
| operations |
Arts |
Total |
operations |
Arts |
Total |
|||||||||||||||||||
| Net income / (loss) |
$ | 3.8 | $ | — | $ | 3.8 | $ | 5.5 | $ | (0.3 | ) | $ | 5.8 | |||||||||||
| Accounting charges relating to acquisitions and disposals of businesses: |
||||||||||||||||||||||||
| Amortization on acquired intangibles |
0.2 | — | 0.2 | 0.2 | — | 0.2 | ||||||||||||||||||
| Defined benefit pension credit |
— | — | — | (0.6 | ) | — | (0.6 | ) | ||||||||||||||||
| Restructuring charge |
2.3 | — | 2.3 | 0.1 | — | 0.1 | ||||||||||||||||||
| Other costs |
0.6 | — | 0.6 | — | — | — | ||||||||||||||||||
| Share-based compensation charge |
0.9 | — | 0.9 | 0.9 | 0.1 | 0.8 | ||||||||||||||||||
| Income tax on adjusted items |
(0.6 | ) | — | (0.6 | ) | — | — | — | ||||||||||||||||
| Adjusted net income |
$ | 7.2 | $ | — | $ | 7.2 | $ | 6.1 | $ | (0.2 | ) | $ | 6.3 | |||||||||||
| Adjusted earnings per ordinary share (1) |
||||||||||||||||||||||||
| Diluted earnings / (loss) per ordinary share |
$ | 0.14 | $ | — | $ | 0.14 | $ | 0.20 | $ | (0.01 | ) | $ | 0.21 | |||||||||||
| Impact of adjusted items |
0.13 | — | 0.13 | 0.02 | — | 0.02 | ||||||||||||||||||
| Adjusted diluted earnings per ordinary share |
$ | 0.27 | $ | — | $ | 0.27 | $ | 0.22 | $ | (0.01 | ) | $ | 0.23 | |||||||||||
(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.
| First Quarter |
||||||||||||||||||||||||
| In millions except per share data |
2026 |
2025 |
||||||||||||||||||||||
| Continuing |
Graphic |
Adjusted |
Continuing |
Graphic |
Adjusted |
|||||||||||||||||||
| operations |
Arts |
Total |
operations |
Arts |
Total |
|||||||||||||||||||
| Adjusted net income / (loss) |
$ | 7.2 | $ | — | $ | 7.2 | $ | 6.1 | $ | (0.2 | ) | $ | 6.3 | |||||||||||
| Add back: |
||||||||||||||||||||||||
| Income tax on adjusted items |
0.6 | — | 0.6 | — | — | — | ||||||||||||||||||
| Provision for income taxes |
1.7 | — | 1.7 | 1.9 | — | 1.9 | ||||||||||||||||||
| Net finance costs |
0.7 | — | 0.7 | 0.8 | (0.1 | ) | 0.9 | |||||||||||||||||
| Adjusted EBITA |
10.2 | — | 10.2 | 8.8 | (0.3 | ) | 9.1 | |||||||||||||||||
| Depreciation |
2.1 | — | 2.1 | 2.2 | — | 2.2 | ||||||||||||||||||
| Adjusted EBITDA |
$ | 12.3 | $ | — | $ | 12.3 | $ | 11.0 | $ | (0.3 | ) | $ | 11.3 | |||||||||||
| First Quarter |
||||||||||||||||||||||||
| In millions except per share data |
2026 |
2025 |
||||||||||||||||||||||
| Continuing |
Graphic |
Adjusted |
Continuing |
Graphic |
Adjusted |
|||||||||||||||||||
| operations |
Arts |
Total |
operations |
Arts |
Total |
|||||||||||||||||||
| Adjusted net income / (loss) |
$ | 7.2 | $ | — | $ | 7.2 | $ | 6.1 | $ | (0.2 | ) | $ | 6.3 | |||||||||||
| Add back: |
||||||||||||||||||||||||
| Income tax on adjusted items |
0.6 | — | 0.6 | — | — | — | ||||||||||||||||||
| Provision for income taxes |
1.7 | — | 1.7 | 1.9 | — | 1.9 | ||||||||||||||||||
| Adjusted income from continuing operations before income taxes |
9.5 | — | 9.5 | 8.0 | (0.2 | ) | 8.2 | |||||||||||||||||
| Adjusted provision for income taxes |
$ | 2.3 | $ | — | $ | 2.3 | $ | 1.9 | $ | — | $ | 1.9 | ||||||||||||
| Adjusted effective tax rate from continuing operations |
24.2 | % | n/a | 24.2 | % | 23.8 | % | — | % | 23.2 | % | |||||||||||||
| First Quarter 2026 |
||||||||||||||||
| Gas |
Graphic |
|||||||||||||||
| In millions |
Cylinders |
Elektron |
Arts |
Total |
||||||||||||
| Segment adjusted EBITA |
$ | 3.1 | $ | 7.1 | $ | — | $ | 10.2 | ||||||||
| Depreciation |
0.7 | 1.4 | — | 2.1 | ||||||||||||
| Segment adjusted EBITDA |
$ | 3.8 | $ | 8.5 | $ | — | $ | 12.3 | ||||||||
| First Quarter 2025 |
||||||||||||||||
| Gas |
Graphic |
|||||||||||||||
| In millions |
Cylinders |
Elektron |
Arts |
Total |
||||||||||||
| Segment adjusted EBITA |
$ | 1.8 | $ | 7.3 | $ | (0.3 | ) | $ | 8.8 | |||||||
| Depreciation |
0.8 | 1.4 | — | 2.2 | ||||||||||||
| Segment adjusted EBITDA |
$ | 2.6 | $ | 8.7 | $ | (0.3 | ) | $ | 11.0 | |||||||
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of our reportable segments, Gas Cylinders and Elektron. 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 from continuing operations adjusted for share-based compensation charges, restructuring charges, impairment charges, disposal costs, net interest expenses, defined benefit pension 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 results of operations from the Gas Cylinders segment are for continuing operations only.
The net sales, adjusted EBITA and adjusted EBITDA for Gas Cylinders were as follows:
| First Quarter |
% / point change |
|||||||||||
| In millions |
2026 |
2025 |
2026 v 2025 |
|||||||||
| Net sales |
$ | 41.8 | $ | 41.1 | 1.7 | % | ||||||
| Adjusted EBITA |
3.1 | 1.8 | 72.2 | % | ||||||||
| Adjusted EBITDA |
$ | 3.8 | $ | 2.6 | 46.2 | % | ||||||
| Adjusted EBITA % of net sales |
7.4 | % | 4.4 | % | 3.0 | |||||||
| Adjusted EBITDA % of net sales |
9.1 | % | 6.3 | % | 2.8 | |||||||
Net sales
The 1.7% increase in Gas Cylinders sales in the First Quarter of 2026 from 2025, was primarily the result of increase in sales of AF cylinders partially offset by lower sales of SCBA cylinders.
Adjusted EBITA
The 2.1 percentage point increase in adjusted EBITA for Gas Cylinders as a percentage of net sales in the First quarter of 2026 relative to 2025 is predominantly the result of pricing discipline.
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:
| First Quarter |
% / point change |
|||||||||||
| In millions |
2026 |
2025 |
2026 v 2025 |
|||||||||
| Net sales |
$ | 42.1 | $ | 49.4 | (14.8 | )% | ||||||
| Adjusted EBITA |
7.1 | 7.3 | (2.7 | )% | ||||||||
| Adjusted EBITDA |
$ | 8.5 | $ | 8.7 | (2.3 | )% | ||||||
| Adjusted EBITA % of net sales |
16.9 | % | 14.8 | % | 2.1 | |||||||
| Adjusted EBITDA % of net sales |
20.2 | % | 17.6 | % | 2.6 | |||||||
Net sales
The 14.8% decrease in Elektron sales in the First quarter of 2026 from 2025 was primarily the result of reduced sales of zirconium powders used for pharmaceutical products and automotive catalysis, these were partially offset by strong sales of magnesium aerospace alloys.
Adjusted EBITA
The 2.3 percentage point increase in adjusted EBITA for Elektron as a percentage of net sales in the First quarter of 2026 relative to 2025 is predominantly the result of positive pricing and cost discipline.
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 and the Loan Note due in 2026. Our principal liquidity needs are:
| • |
funding acquisitions, including deferred contingent consideration payments; |
| • |
capital expenditure requirements; |
| • |
payment of shareholder dividends; |
| • |
servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement; |
| • |
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, including the repayment of the $25.0 million Loan Note due in June 2026. The Company expects to fund this repayment through drawings under its Revolving Credit Facility, which had available headroom of $91.5 million as of March 29, 2026. 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 Loan Notes and the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to March 29, 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 from operating activities in the First Quarter of 2026 was a $4.1 million outflow compared to a $5.2 million inflow in 2025. The movement was primarily the result of increased working capital in 2026. Cash flow in 2025 was positively impacted by the $1.9 million receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case.
Investing activities
Net cash used by investing activities was $2.0 million for the First Quarter of 2026, compared to net cash used by investing activities of $1.2 million in 2025. Capital expenditure increased by $0.8 million in the First Quarter.
Financing activities
In the First Quarter of 2026, net cash provided by financing activities was $12.6 million, (2025: $4.2 million used by financing activities). We had net drawdowns of $18.3 million on our revolving credit facility (2025: $2.0 million repayment of overdraft and $2.2 million drawdown on our revolving credit facility). Dividend payments of $3.5 million (2025: $3.5 million), equating to $0.13 per ordinary share respectively and we paid out $1.5 million, (2025: $0.4 million) in settling share based compensation and $0.7 million, (2025: $0.5 million) in repurchasing our own shares as part of the share buyback program which equates to 50,000 shares (2025: 40,000 shares).
Capital Resources
Dividends
We paid year-to-date dividends in 2026 of $3.5 million and declared an additional $3.5 million after the quarter (2025: $3.5 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:
| Payments Due by Period |
||||||||||||||||||||
| Less than |
1 – 3 |
3 – 5 |
After |
|||||||||||||||||
| Total |
1 year |
years |
years |
5 years |
||||||||||||||||
| (in $ million) |
||||||||||||||||||||
| Contractual cash obligations |
||||||||||||||||||||
| Loan Notes due 2026 |
25.0 | 25.0 | — | — | — | |||||||||||||||
| Revolving credit facility |
33.5 |
— | — | 33.5 | — | |||||||||||||||
| Obligations under operating leases |
16.6 |
4.2 | 3.3 | 1.7 | 7.4 | |||||||||||||||
| Capital commitments |
2.2 | 2.2 | — | — | — | |||||||||||||||
| Interest payments |
8.2 | 2.2 | 3.6 | 2.4 | — | |||||||||||||||
| Total contractual cash obligations |
$ | 85.5 | $ | 33.6 | $ | 6.9 | $ | 37.6 | $ | 7.4 | ||||||||||
Off-balance sheet measures
At March 29, 2026, we had no off-balance sheet arrangements other than the bonding facilities disclosed in Note 15.
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 Quarter ended March 29, 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 March 29, 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 March 29, 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 March 29, 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.
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.
| 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 March 29, 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.
| Luxfer Holdings plc |
||
| (Registrant) |
||
| /s/Andrew Butcher |
||
| Andrew Butcher |
||
| Chief Executive Officer |
||
| (Duly Authorized Officer) |
||
| April 28, 2026 |