LUXFER HOLDINGS PLC

Previous wording

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:

Current wording

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:

Previous wording

The consolidated results of operations for Luxfer in the First Quarter of 2026 and 2025 were as follows:

Current wording

The consolidated results of operations for Luxfer in the Second Quarter of 2026 and 2025 were as follows:

Previous wording

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.

Current wording

Excluding Superform and Graphic Arts, SG&A costs as a percentage of sales in 2026 from 2025 have increased by 0.7 percentage points and 0.9 percentage points in the second quarter and first six months respectively. This is a result of inflationary cost rises and lower sales in the quarter as explained above.

Previous wording

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.

Current wording

Excluding Superform and Graphic Arts, research and development costs as a percentage of sales increased by 0.6 percentage points in both the second quarter and first six months of 2026 compared to the corresponding periods in 2025, primarily as a result an increase in magnesium alloy R&D activities.

Previous wording

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.

Current wording

The defined benefit pension charge was $0.1 million in the second quarter of 2026, compared to a $0.6 million credit in the second quarter of 2025. For the first six months of 2026, the defined benefit pension charge was $0.1 million, compared to a $1.2 million credit in the first six 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 $0.2 million and $0.3 million were incurred in connection with the buy-in during the second quarter and first six months of 2026, respectively, which offset the underlying pension credit.

Previous wording

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.

Current wording

The movement in the year to date statutory effective tax rate from 34.1% in 2025, to 29.4% in 2026, was primarily due to non-deductible expenses in both years.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

The 1.7% decrease in Gas Cylinders sales in the second quarter of 2026 from 2025 was primarily the result of lower sales of cylinders serving space exploration programs and SCBA cylinders, partially offset by strong demand for industrial cylinders and increased sales of Alternative Fuel (“AF”) cylinders.

Previous wording

The 14.8% decrease in Elektron sales in the Firstq uarter 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.

Current wording

The 5.6% decrease in Elektron sales in the second quarter of 2026 from 2025 was primarily the result of lower sales of flameless ration heaters for Meals Ready to Eat (“MREs”), RotaMag® magnesium alloys and zirconium products, partially offset by increased sales of magnesium powders for defense use and magnesium aerospace alloys.

Previous wording

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:

Current wording

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:

Previous wording

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.

Current wording

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 June 28, 2026, the Revolving Credit Facility had available headroom of $65.8 million. In July 2025, we completed a refinance of our shelf facility, with terms remaining substantially unchanged and maturity extended to July 2030.

Previous wording

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.

Current wording

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 June 28, 2026.

Previous wording

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.

Current wording

Net cash used by investing activities was $4.7 million for the first six months of 2026, compared to net cash used by investing activities of $3.3 million in 2025. Capital expenditure increased by $1.4 million in the first six months.

Previous wording

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).

Current wording

In the first six months of 2026, net cash provided by financing activities was $9.2 million, (2025: $3.2 million used by financing activities). We had net drawdowns of $44.5 million on our revolving credit facility and repaid $25.0 million of loan notes (2025: $0.6 million drawdown of overdraft and $4.9 million drawdown on our revolving credit facility). Dividend payments of $6.9 million (2025: $7.0 million), equating to $0.26 per ordinary share respectively and we paid out $2.0 million, (2025: $0.6 million) in settling share based compensation and $1.4 million, (2025: $1.1 million) in repurchasing our own shares as part of the share buyback program which equates to 100,000 shares (2025: 90,000 shares). We have suspended repurchases of our ordinary shares under the share buyback program pending consummation of the Transaction.

Previous wording

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).

Current wording

We paid year-to-date dividends in 2026 of $6.9 million and declared an additional $3.5 million after the quarter (2025: $7.0 million paid year-to-date and additional $3.5 million declared after the quarter).