Item 1. Financial Statements
Item 1. Financial Statements
DPC Holdings PLC
Condensed Consolidated Statements of Income (Loss) (Unaudited)
(in $ millions, except for loss per share and weighted-average shares outstanding )
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
2026
2025
2026
2025
Revenue
268.7
200.9
505.3
389.0
Cost of sales
( 199.3 )
( 150.4 )
( 379.3 )
( 296.3 )
Gross profit
69.4
50.5
126.0
92.7
Selling, general and administrative expenses
( 189.6 )
( 44.7 )
( 234.4 )
( 86.7 )
Interest expense
( 33.2 )
( 55.4 )
( 86.2 )
( 107.5 )
Interest income
0.2
0.2
0.5
0.3
Foreign currency gain, net
8.8
12.9
6.6
20.9
Reversal of write down of disposal group held for sale
—
3.1
—
3.1
Loss before income tax benefit/(expense)
( 144.4 )
( 33.4 )
( 187.5 )
( 77.2 )
Income tax benefit/(expense)
13.3
( 16.0 )
9.0
( 25.3 )
Net loss
( 131.1 )
( 49.4 )
( 178.5 )
( 102.5 )
Net loss per share
Basic
( 1.14 )
( 0.44 )
( 1.57 )
( 0.91 )
Diluted
( 1.14 )
( 0.44 )
( 1.57 )
( 0.91 )
Weighted-average shares outstanding
Basic
114,539,294
112,936,824
113,751,488
112,936,824
Diluted
114,539,294
112,936,824
113,751,488
112,936,824
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
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DPC Holdings PLC
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in $ millions)
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
2026
2025
2026
2025
Net loss
( 131.1 )
( 49.4 )
( 178.5 )
( 102.5 )
Other comprehensive income/(loss), net of tax:
Exchange loss on translation of foreign operations (net of tax)
( 11.6 )
( 2.7 )
( 11.6 )
( 2.2 )
Total other comprehensive loss for the period, net of tax
( 11.6 )
( 2.7 )
( 11.6 )
( 2.2 )
Total comprehensive loss for the period, net of tax
( 142.7 )
( 52.1 )
( 190.1 )
( 104.7 )
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
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DPC Holdings PLC
Condensed Consolidated Balance Sheets (Unaudited)
(in $ millions)
As of June 28,
As of December 31,
2026
2025
ASSETS
Current assets:
Cash and cash equivalents
846.4
32.1
Accounts receivables, less allowances for credit losses of $ 0 million and $ 0 million at June 28, 2026 and at December 31, 2025
199.7
155.8
Inventories
245.9
181.0
Prepayments and other current assets
95.6
41.7
Assets held for sale
18.7
20.2
Total current assets
1,406.3
430.8
Property, plant and equipment, net
229.7
221.3
Right-of-use assets, net
16.4
14.7
Deferred tax assets
59.4
44.1
Goodwill
76.8
78.3
Other intangible assets, net
88.7
95.5
Other noncurrent assets
9.7
10.4
Total assets
1,887.0
895.1
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, trade
138.6
105.6
Accrued expenses and other current liabilities
133.5
115.6
Liability for management incentive plan
185.3
132.0
Borrowings, current
483.3
154.3
Operating lease liabilities, current
4.6
2.0
Liabilities directly associated with the assets held for sale
6.4
5.9
Total current liabilities
951.7
515.4
Borrowings, non-current
89.4
1,280.4
Operating lease liabilities, non-current
12.2
13.7
Deferred tax liabilities
1.7
1.7
Pension liabilities, non-current
25.9
26.4
Other non-current liabilities
33.7
21.4
Total Liabilities
1,114.6
1,859.0
Commitments and contingencies (refer to Note 11)
Shareholders’ equity/ (deficit):
Ordinary shares , nil par value 149,393,016 shares outstanding at June 28, 2026 and 112,936,824 at December 31, 2025;
1,132.0
—
Accumulated deficit
( 1,114.7 )
( 936.3 )
Additional paid in capital
794.3
—
Accumulated other comprehensive loss
( 39.2 )
( 27.6 )
Total shareholders’ equity/ (deficit)
772.4
( 963.9 )
Total liabilities and equity
1,887.0
895.1
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
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DPC Holdings PLC
Condensed Consolidated Cash Flow Statements (Unaudited)
(in $ millions)
Six months ended
June 28,
June 29,
2026
2025
Cash flows from operating activities:
Net loss
( 178.5 )
( 102.5 )
Adjustments to reconcile net loss to net cash (used in)/from operating activities:
Depreciation of property, plant and equipment
9.6
9.0
Amortization of intangible assets and cloud computing arrangements
5.2
4.6
Deferred income tax (benefit)/expense
( 15.8 )
13.3
Operating lease expense
0.9
1.7
Foreign currency gain, net
( 6.6 )
( 20.9 )
Impairment /(reversal) of asset held for sale
—
( 2.9 )
Inventory provision
5.8
3.5
Management incentive plan
137.4
45.0
Non-cash interest expense
50.1
86.6
Share-based compensation
19.9
—
Change in operating assets and liabilities:
Receivable, prepayments and other current assets
( 43.8 )
( 27.0 )
Inventories
( 69.4 )
( 9.4 )
Income tax receivable and payable
0.4
8.0
Payables, accrued expenses and other liabilities
45.2
14.7
Deferred consideration
7.0
—
Operating lease assets and liabilities
( 1.4 )
( 2.2 )
Net cash (used in)/from operating activities
( 34.0 )
21.5
Cash flows from investing activities:
Purchase of property, plant and equipment
( 19.8 )
( 10.5 )
Purchase of intangible assets
( 0.4 )
( 0.5 )
Net cash used in investing activities
( 20.2 )
( 11.0 )
Cash flows from financing activities:
Proceeds from borrowings
682.3
447.1
Repayment of borrowings
( 819.4 )
( 429.0 )
Net proceeds from initial public offering
1,009.1
—
Net cash provided by financing activities
872.0
18.1
Increase in cash and cash equivalents and restricted cash deposit
817.8
28.6
Effect of exchange rate fluctuations on cash and cash equivalents held
( 3.5 )
14.5
Cash and cash equivalents and restricted cash deposit at beginning of period
32.1
32.4
Cash and cash equivalents and restricted cash deposit at end of period
846.4
75.5
Reconciliation to consolidated balance sheet
Cash and cash equivalents
844.8
67.9
Restricted cash deposit
1.6
7.6
Total
846.4
75.5
Supplemental disclosures of cash flow information:
Income taxes paid
( 6.3 )
( 4.0 )
Interest paid
( 35.7 )
( 20.5 )
PIK Retirement
774.0
—
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
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DPC Holdings PLC
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)
(in $ millions except for share data)
Accumulated
Additional
other
Ordinary shares
paid in
Accumulated
comprehensive
Total
Number of
capital
deficit
income/(loss)
equity
Shares
$ millions
$ millions
$ millions
$ millions
$ millions
Balance at December 31, 2025
112,936,824
—
—
( 936.3 )
( 27.6 )
( 963.9 )
Net loss
—
—
—
( 47.3 )
—
( 47.3 )
Capital contribution
—
—
774.4
—
—
774.4
Balance as of March 29, 2026
112,936,824
—
774.4
( 983.6 )
( 27.6 )
( 236.8 )
Net loss
—
—
—
( 131.1 )
—
( 131.1 )
Share issue
36,456,192
1,132.0
—
—
—
1,132.0
Share-based compensation
—
—
19.9
—
—
19.9
Currency translation adjustment
—
—
—
—
( 11.6 )
( 11.6 )
Balance as of June 28, 2026
149,393,016
1,132.0
794.3
( 1,114.7 )
( 39.2 )
772.4
Balance at December 31, 2024
112,936,824
—
—
( 763.5 )
( 27.4 )
( 790.9 )
Net loss
—
—
—
( 53.3 )
—
( 53.3 )
Currency translation adjustment
—
—
—
—
0.5
0.5
Balance as of March 30, 2025
112,936,824
—
—
( 816.8 )
( 26.9 )
( 843.7 )
Net loss
—
—
—
( 49.4 )
—
( 49.4 )
Currency translation adjustment
—
—
—
—
( 2.7 )
( 2.7 )
Balance as of June 29, 2025
112,936,824
—
—
( 866.2 )
( 29.6 )
( 895.8 )
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
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DPC Holdings PLC
Notes to Unaudited Condensed Consolidated Financial Statements
($ Amounts in millions, unless otherwise indicated)
1. Nature of the business
DPC Holdings PLC, previously known as DPC Holdings Limited (the “Company”), is the ultimate holding company within the Doncasters Group which sells products under the “Doncasters” brand name. Doncasters is a vertically integrated manufacturer of high-quality engineered precision components for aeroengines, industrial gas turbines and other specialist high performance applications. Doncasters operates from fourteen principal manufacturing facilities across the UK, Europe, North America and Asia. The unaudited condensed consolidated financial statements for the three and six-month periods ended June 28, 2026 and June 29, 2025 comprise the Company and its subsidiaries (together referred to as the “Group,” “we,” “us,” or “our” unless the context otherwise requires), after elimination of intercompany accounts and transactions.
2. Basis of presentation and recent developments
The unaudited condensed consolidated financial statements should be read together with our audited financial statements and accompanying notes for year ended December 31, 2025, included in the Company’s Prospectus filed pursuant to Rule 424(b) under the Securities Act, as amended (the “Prospectus”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 26, 2026. The Prospectus was filed in connection with the Company’s initial public offering, of its shares on the New York Stock Exchange, which was completed on June 26, 2026 (the “IPO”). Immediately prior to the consummation of the IPO, the Company’s legal status changed from a Jersey private company to a Jersey public limited company and its name changed from DPC Holdings Limited to DPC Holdings PLC. The Group’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the SEC regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2025 included herein has been derived from the audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Group’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments which are necessary for a fair presentation of the Group’s financial information. The interim results of operations for the three and six-month periods ended June 28, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other interim period or for any other future year. The Group prepares its interim financial information using a 4 4 5 reporting calendar, whereby each of the first three quarters comprises two four-week periods and one five-week period, with each quarter ending on the last Sunday of the relevant reporting period. The fourth quarter is aligned to the statutory year-end and therefore reflects the period to December 31. Accordingly, interim reporting periods do not correspond to calendar months, and year to date results for the interim periods are based on the 4 4 5 calendar, with the final quarter adjusting to align the full financial year with the calendar year-end. Any reference in these notes to the applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).
Unless otherwise stated, the accounting policies of the Group are consistent with those described in Note 2 of the annual consolidated financial statements included within the Prospectus.
Use of estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in the Group’s condensed consolidated financial statements include, but are not limited to, impairment/(reversal) of disposal group held-for-sale, management incentive plan, inventory provision, and unrecognized tax benefits related to income taxes. The Group bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they are identified. Actual results could differ materially from those estimates upon subsequent resolution of the identified matters.
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Recently adopted and recently issued accounting guidance
Accounting standards issued but not yet adopted
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU should be applied on a prospective basis and retrospective application is permitted. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Group will apply the amendments in this ASU for the first time in the annual period ending December 31, 2026, under the non-public business entities adoption timeline available for emerging growth company, and is currently assessing the impact of the adoption of ASU 2023-09 on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure of specified information about certain costs and expenses. The guidance is effective for fiscal years beginning after December 15, 2026 on a prospective basis. Early adoption is permitted. The Group will apply the amendments in this ASU for the first time in the annual period ending December 31, 2027, under the non-public business entities adoption timeline available for emerging growth companies and is currently assessing the impact of the adoption of ASU 2024-03 on the consolidated financial statements.
3. Revenue
The Group generates revenue in a diverse number of markets and geographical areas. The principal geographical areas are the United Kingdom, the Rest of Europe, the United States of America and the Rest of the World. The Group produces a broad range of products including turbine airfoils and structural components for the aerospace market, as well as Industrial Gas Turbine (“IGT”) power systems for the energy market and turbocharger wheels for the automotive market. The Group is vertically integrated with the production of advanced superalloy materials, which are used to supply the Group’s key end markets.
Revenue is disaggregated by diversified end-use markets and by geographical locations based on the location of the customers.
The following table disaggregates revenue by geographic location served.
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Rest of Europe
96.2
68.7
182.0
141.8
United States of America
108.3
71.1
202.3
135.2
Rest of the World
48.3
53.0
93.0
93.0
United Kingdom
15.9
8.1
28.0
19.0
Third-party revenue
268.7
200.9
505.3
389.0
The following table disaggregates revenue by end market served.
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Aerospace
112.9
76.7
206.2
141.2
IGT
106.0
74.6
199.6
148.0
Transportation
49.8
49.6
99.5
99.8
Third-party revenue
268.7
200.9
505.3
389.0
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The following table contains a roll forward of deferred revenue for the year to June 28, 2026 and year ended December 31, 2025.
Year to date
Year ended
June 28,
December 31,
(in $ millions)
2026
2025
Deferred revenue
Beginning balance, January 1
13.8
4.0
Revenue (cash) received in advance
7.0
12.5
Less: revenue recognized
( 0.6 )
( 2.7 )
Ending balance
20.2
13.8
4. Segment information
Operating segments are defined as distinguishable components of the enterprise which are evident from internal organizational structure and for which separate financial information is evaluated regularly by the Group’s Chief Operating Decision Maker (“CODM”) in order to assess each segment’s performance and to allocate resources to them. The CODM of the Group is the Chief Executive Officer.
The Group used the management approach to identify its reportable segments, as required by ASC 280. The management approach is based on the way the Group’s management organizes and evaluates its operations and based on the way the Group’s operations are managed and reported in its internal financial reporting system. The determination of the Group’s operating segments is based on its major product categories, which are Engine Products and Turbo Wheels. Engine Products is split into two operating segments of Engine Products - Europe and Engine Products – North America reflecting the vertically integrated nature of the supply chains within those regions. The third operating segment being Turbo Wheels. The Group has concluded that these operating segments are consistent with reportable segments.
Engine Products - North America. The Engine Products - North America segment comprises of the sites Groton, Oxford, Springfield, Unipol Mexico, and Long Beach. The segment manufactures complex, highly engineered precision cast components and superalloys which are primarily used in the Aerospace end market with some elements of IGT.
Engine Products – Europe. The Engine Products - Europe segment comprises of the sites Chard, Deritend, Bochum and Ross & Catherall. The segment manufactures complex, highly engineered precision cast components and superalloys which are primarily used in the IGT end market with some elements of Aerospace.
Turbo Wheels. Whilst the other two operating segments are formed based on geographical location of the sites, this segment is based on the market served, i.e. automotive. The Turbo Wheels segment manufactures turbocharger wheels and other precision components for commercial vehicle and passenger car turbo engines, focusing on enhancing engine efficiency and performance. Turbo Wheels segment comprises of the sites Trucast UK, Trucast US, Uni-Pol China, Uni-Pol India and Ivostud (all locations).
The measure of profit and loss that is used by the CODM to evaluate the performance of these operating segments is Segment Adjusted EBIDTA. The CODM uses Segment Adjusted EBITDA to evaluate each segment’s performance and allocate resources as it provides insight on segment profitability, operational effectiveness, and supports the CODM in monitoring the impact of strategic initiatives such as pricing adjustments, cost management, capital investments and capacity utilization. This measure is predominantly used in the annual budget and forecasting process, where the CODM considers Segment Adjusted EBITDA trends and variances to guide capital expenditure decisions, allocate personnel, and deploy other operational resources across the segments to drive overall company growth and profitability.
Segment results include any support function costs that are directly attributable to the relevant segment, and exclude any central support costs that are not directly attributable and are shown as a reconciling item. Central costs are shown separately from the segments as these costs cannot be allocated to individual segments. Transactions between operating segments are accounted for under the same basis as other independent third-party transactions.
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The following tables provide segment revenue and segment performance measure by each reportable segment for the periods presented:
Engine
Engine
Products -
Products -
North
Turbo
(in $ millions)
Europe
America
Wheels
Total
Three months ended June 28, 2026:
Third party revenue – consolidated
123.3
97.4
48.0
268.7
Inter-segment sales
—
—
0.1
0.1
Gross segment revenue
123.3
97.4
48.1
268.8
Adjusted cost of sales (1)
( 85.7 )
( 68.3 )
( 40.9 )
Adjusted selling, general and administrative expenses (1)
( 4.4 )
( 2.7 )
( 4.7 )
Other segment items (2)
( 3.4 )
( 4.4 )
( 0.9 )
Segment adjusted EBITDA
29.8
22.0
1.6
53.4
Three months ended June 29, 2025:
Third party revenue – consolidated
82.9
70.9
47.1
200.9
Inter-segment sales
—
4.6
—
4.6
Gross segment revenue
82.9
75.5
47.1
205.5
Adjusted cost of sales (1)
( 56.7 )
( 54.7 )
( 38.9 )
Adjusted selling, general and administrative expenses (1)
( 4.3 )
( 3.3 )
( 4.2 )
Other segment items (2)
( 2.5 )
( 3.0 )
( 0.4 )
Segment adjusted EBITDA
19.4
14.5
3.6
37.5
Engine
Engine
Products -
Products -
North
Turbo
(in $ millions)
Europe
America
Wheels
Total
Six months ended June 28, 2026:
Third party revenue – consolidated
226.9
184.8
93.6
505.3
Inter-segment sales
—
( 0.2 )
0.1
( 0.1 )
Gross segment revenue
226.9
184.6
93.7
505.2
Adjusted cost of sales (1)
( 156.7 )
( 128.5 )
( 79.0 )
Adjusted selling, general and administrative expenses (1)
( 10.3 )
( 6.5 )
( 9.4 )
Other segment items (2)
( 6.9 )
( 7.7 )
( 2.0 )
Segment adjusted EBITDA
53.0
41.9
3.3
98.2
Six months ended June 29, 2025:
Third party revenue – consolidated
162.7
132.0
94.3
389.0
Inter-segment sales
—
9.4
0.0
9.4
Gross segment revenue
162.7
141.4
94.3
398.4
Adjusted cost of sales (1)
( 115.1 )
( 101.6 )
( 79.1 )
Adjusted selling, general and administrative expenses (1)
( 7.8 )
( 6.0 )
( 7.6 )
Other segment items (2)
( 5.5 )
( 6.3 )
( 0.9 )
Segment adjusted EBITDA
34.3
27.5
6.7
68.5
(1) Cost of sales and selling, general and administrative expenses have been adjusted to exclude depreciation and amortization, restructure and other reorganization costs, claims, settlements and litigation costs, and the long-term management incentive plan. The adjusted cost of sales includes adjustments for inter-segment sales.
(2) Other segment items including research and development costs, and corporate expenses recharges.
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The following table reconciles Total Segment Adjusted EBITDA to Net Loss for the periods presented.
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Segment adjusted EBITDA
53.4
37.5
98.2
68.5
Unallocated corporate expenses
( 5.6 )
( 1.5 )
( 10.3 )
( 3.5 )
One-time costs related to the IPO
( 9.1 )
( 0.1 )
( 16.6 )
( 0.3 )
Long-term management incentive plan
( 129.5 )
( 22.8 )
( 142.9 )
( 43.5 )
IT development project & others
( 2.1 )
( 1.1 )
( 2.1 )
( 1.9 )
Share-based compensation
( 19.9 )
—
( 19.9 )
—
Foreign currency gain, net
8.8
12.9
6.6
20.9
Reversal of write down of disposal group held for sale
—
3.1
—
3.1
Site closure and refinancing costs
0.1
( 1.4 )
—
( 1.4 )
Loss on disposal
( 0.1 )
—
—
—
Claims, settlements and litigation costs
—
1.7
—
1.7
Interest expense (1)
( 33.2 )
( 55.4 )
( 86.2 )
( 107.5 )
Interest income
0.2
0.2
0.5
0.3
Depreciation and amortization
( 7.4 )
( 6.5 )
( 14.8 )
( 13.6 )
Income tax credit/(expense)
13.3
( 16.0 )
9.0
( 25.3 )
Net loss
( 131.1 )
( 49.4 )
( 178.5 )
( 102.5 )
(1) Interest expense includes Shareholder PIK Loan interest of $ 13.6 million and $ 34.6 million for the three months ended June 28, 2026 and June 29, 2025, respectively, and $ 53.6 million and $ 70.6 million for the six months ended June 28, 2026 and June 29, 2025, respectively.
The following tables provide additional data for depreciation and amortization, consolidated long lived assets and consolidated assets.
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Depreciation and amortization:
Engine Products - Europe
( 3.5 )
( 2.8 )
( 7.1 )
( 5.6 )
Engine Products - North America
( 2.2 )
( 0.7 )
( 4.6 )
( 2.5 )
Turbo Wheels
( 1.5 )
( 1.1 )
( 2.8 )
( 2.5 )
Unallocated
( 0.2 )
( 1.9 )
( 0.3 )
( 3.0 )
Consolidated depreciation and amortization
( 7.4 )
( 6.5 )
( 14.8 )
( 13.6 )
Year to date
Year ended
June 28,
December 31,
2026
2025
Additions to long-lived assets (1) :
Engine Products - Europe
13.3
17.9
Engine Products - North America
3.3
12.0
Turbo Wheels
0.8
0.7
Unallocated
0.2
—
Additions to consolidated long-lived assets
17.6
30.6
(1) Long lived assets include property, plant, and equipment, and right-of-use lease assets.
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Year to date
Year ended
June 28,
December 31,
2026
2025
Total assets:
Engine Products - Europe
486.6
430.2
Engine Products - North America
232.5
200.0
Turbo Wheels
236.6
217.8
Unallocated
931.3
47.1
Consolidated total assets
1,887.0
895.1
5. Income taxes
The Company’s year-to-date tax provision is comprised of the most recent estimated annual effective tax rate applied to year-to-date, pre-tax ordinary income. The tax impacts of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are recorded discretely in the interim period in which they occur. In addition, the tax provision is adjusted for the interim period impact of non-benefited, pre-tax losses.
The Company’s effective tax rate (“ETR”) inclusive of discrete tax items recognized during the period, was 4.8 % and ( 32.7 )% for the six months ended June 28, 2026 and June 29, 2025 respectively. For the second quarters of 2026 and 2025, the Company’s ETR inclusive of discrete tax items was 9.2 % and ( 49.1 )% respectively.
For the three months ended June 28 2026 and June 29, 2025, the Company’s effective tax rate was primarily impacted by (i) changes in valuation allowances in the United Kingdom and Ivostud Germany and (ii) non-deductible interest expense and other non-deductible expenses in the United Kingdom. The year-over-year change in the effective tax rate was also attributable to changes in the geographic mix of pre-tax earnings, particularly impacted by the recognition of PIK Retirement in the first quarter of 2026 and costs resulting from the Company’s IPO, which altered the distribution of earnings and losses across tax jurisdictions.
The Company may settle certain tax examinations for different amounts than the Company has accrued as uncertain tax benefits. Consequently, the Company may need to accrue and ultimately pay additional amounts or pay lower amounts than previously estimated and accrued when positions are settled in the future. For the three months ended June 28, 2026 and June 29, 2025, the Company’s liability for uncertain tax benefits decreased by $ 1.7 million and $ 1.2 million respectively (excluding interest and penalties and related tax attributes).
6. Loss per share (basic and diluted)
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions, except for share and per share data)
2026
2025
2026
2025
Basic and diluted net loss per common share:
Net loss
( 131.1 )
( 49.4 )
( 178.5 )
( 102.5 )
Weighted average number of ordinary shares outstanding (basic and diluted)
114,539,294
112,936,824
113,751,488
112,936,824
Net loss per share (basic and diluted)
( 1.14 )
( 0.44 )
( 1.57 )
( 0.91 )
Certain outstanding share options were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive. Accordingly, basic and diluted net loss per share were the same for the periods presented.
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7. Inventories
Inventories consisted of the following components at June 28, 2026 and December 31, 2025:
Six months ended
Year ended
June 28,
December 31,
(in $ millions)
2026
2025
Raw materials and supplies
83.5
52.1
Work in process
119.4
90.7
Finished products
37.7
30.3
Right of return assets
16.1
12.9
Subtotal
256.7
186.0
Less: Allowance for excess inventory
( 10.8 )
( 5.0 )
Total inventories, net
245.9
181.0
The expenses related to excess inventory impairment were $ 1.6 million and $ 4.2 million for the three months ended June 28, 2026 and June 29, 2025, respectively and $ 5.8 million and $ 3.5 million for the six months ended June 28, 2026 and June 29, 2025, respectively, and these are included in “Cost of sales” in the Group’s consolidated statements of income (loss).
8. Borrowings
Currency, $ millions
Category
Floating
Fixed
Total
June 28, 2026
US$
Term loan
517.0
—
517.0
PIK Loan
—
—
—
Multi-currency
Revolving credit facility
20.6
—
20.6
Other loans
12.5
22.6
35.1
Total Borrowings
550.1
22.6
572.7
Of which:
Current
472.6
10.7
483.3
Non-current
77.5
11.9
89.4
December 31, 2025
US$
Term loan
517.2
—
517.2
PIK Loan
—
878.0
878.0
Multi-currency
Revolving credit facility
1.0
—
1.0
Other loans
11.3
27.2
38.5
Total Borrowings
529.5
905.2
1,434.7
Of which:
Current
14.3
140
154.3
Non-current
515.2
765.2
1,280.4
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Future principal repayments of the Group’s borrowings are as follows as of June 28, 2026 and December 31, 2025:
Shareholder
ABL
(in $ millions)
Term Loan
PIK Loan
Facility
Other loans
6 months ended December 31 2026
459.4
—
—
24.1
Year ended December 31 2027
—
—
20.6
5.0
Year ended December 31 2028
—
—
—
4.0
Year ended December 31 2029
—
—
—
1.0
Year ended December 31 2030
57.6
—
—
1.0
Thereafter
Total before unamortized discount and issuance costs
517.0
—
20.6
35.1
Less: unamortized discount and issuance costs
—
—
—
—
Total borrowings
517.0
—
20.6
35.1
Years ended December 31, 2025:
2026
—
131.0
—
23.5
2027
—
—
1.0
6.0
2028
—
747.0
—
5.0
2029
—
—
—
2.0
2030
517.2
—
—
2.0
Thereafter
Total before unamortized discount and issuance costs
517.2
878.0
1.0
38.5
Less: unamortized discount and issuance costs
—
—
—
—
Total borrowings
517.2
878.0
1.0
38.5
The following table presents the total interest expense related to the Group’s borrowings during the three and six months ended June 28, 2026 and June 29, 2025:
Three months ended
Six months ended
June 28,
June 29,
June 28,
June 29,
(in $ millions)
2026
2025
2026
2025
Contractual interest expense
( 33.2 )
( 55.4 )
( 86.2 )
( 107.5 )
Amortization of debt issuance costs
—
—
—
—
Total interest expense
( 33.2 )
( 55.4 )
( 86.2 )
( 107.5 )
Shareholder PIK loan
On December 2, 2025, the Company’s shareholders unanimously consented to reduce the outstanding principal balance of the payment –in-kind loan facility with a syndicate of financial institutions entered into on March 6, 2020 (as amended and/or amended and restated from time to time, the “Shareholder PIK Loan”) by 85 %, which became effective on March 19, 2026 (the “PIK Retirement”).
Following completion of the PIK Retirement, as of March 19, 2026, the outstanding principal balance of the Shareholder PIK Loan was $ 148 million, including accrued interest of $ 17 million. The gain on extinguishment of the debt was recognized through the Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity, as additional paid in capital. On June 26, 2026, following the IPO, the remaining balance of the Shareholder PIK Loan, including accrued interest, was repaid in full, which reduced the balance to $ nil and extinguished the facility.
As of December 31, 2025, the Shareholder PIK Loan had an outstanding balance of $ 878 million, and the effective interest rate was 14.0 % per annum.
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Term loan
In April 2024, the Company entered into a six-year , senior secured term note loan facility with a syndicate of financial institutions, which was subsequently amended in April 2025 (as amended, the “Term Loan”) to refinance our then-existing indebtedness and increase liquidity. The interest on the outstanding principal balance of the Term Loan is payable quarterly and accrues at a variable rate based on Secured Overnight Financing Rate (“SOFR”) plus a 6.5 % margin. The Term Loan is secured by our property, plant and equipment and the obligations are guaranteed by certain of our subsidiaries. As of June 28, 2026 and December 31, 2025, the outstanding balance was $ 517.0 million and $ 517.2 million, respectively, under the Term Loan and the effective interest rate was 10.2 % and 10.8 %, respectively. The maturity date of the Term Loan is April 23, 2030. A repayment of the Term Loan of $ 460 million was made on June 29, 2026, using proceeds from the IPO, reducing the outstanding balance. See footnote 13, subsequent events, for further details.
Revolving credit facility — ABL facility
In March 2020, the Company entered a seven-year senior secured asset backed lending facility with Wells Fargo, which was subsequently amended in August 2022 (as amended, the “ABL Facility”), which provides for a maximum borrowing capacity of up to £ 90 million ($ 118 million using a conversion rate of £ 0.76 per U.S. dollar as at June 28, 2026) and was primarily intended to provide for our working capital needs. Interest on outstanding borrowings under the ABL Facility is payable monthly and accrues at a variable rate based on the Sterling Overnight Index Average/SOFR or Euro Interbank Offered Rate/EURIBOR plus 3.0 %, and requires a commitment fee of 0.9 % per annum on the unused portion of the facility. The ABL Facility is secured by the Company’s accounts receivable and inventory and the obligations are guaranteed by certain of the Company’s subsidiaries. As of June 28, 2026, the outstanding balance was $ 20.6 million, which compares to $ 1 million as of December 31, 2025 under the ABL Facility and the effective interest rates ranged from 4.94 % - 6.88 % for the six months ended June 28, 2026 and 5.30 % – 7.30 % for the year ended December 31, 2025.
At June 28, 2026, the Company had other loans of $ 35.1 million, as compared to $ 38.5 million at December 31, 2025. These consisted of a number of working capital and term loan facilities in India and China and some equipment financing in the United States and the United Kingdom.
At June 28, 2026, the Company had cash and cash equivalents of $ 846.4 million, as compared to $ 32.1 million at December 31, 2025, including $ 1.6 million in restricted cash deposits as compared to $ 0 million at December 31, 2025.
9. Management Incentive Plan – related party transaction
The shareholders of the Company implemented a cash-based Management Incentive Plan (“MIP”) as part of the financial restructuring of the Doncasters Group in March 2020. The plan was designed to provide incentives for senior managers and above (including executive and non-executive directors) to deliver long-term shareholder returns. Under the plan, individuals were entitled to receive a cash sum payable by the Company which was only paid out if certain conditions were met.
Individual payments were equal to a percentage of the amounts repaid on the Shareholder PIK Loan, with varying percentages depending on whether repayment on the loan exceeded certain thresholds. These thresholds increased by 13.5 % on a quarterly basis with the first increase taking place on September 30, 2020. The rules of the MIP were updated in March 2024 such that the 13.5 % compounding was removed. Participation in the MIP was at the Company’s board of directors’ and shareholders’ discretion, and no individual had a contractual right to participate in the plan or to receive any guaranteed benefits.
The Company’s IPO on June 26, 2026, triggered the payout of the MIP in full. The actual liability was calculated based on the IPO share price multiplied by the number of shares outstanding prior to the IPO with this amount applied to the varying percentages and thresholds discussed above. The total liability in respect of the MIP as of June 28, 2026 was $ 210.9 million, of which $ 185.3 million was separately presented on the consolidated balance sheet, and $ 25.6 million was recognized in accrued expenses and other current liabilities related to social security and sundry taxes. These amounts have been paid in full subsequent to the quarter-end date. The liability recognized on the balance sheet represents the liability net of $ 69 million that was reinvested in the Company’s shares by the participants through the IPO. All of the shares purchased with the reinvested amounts are subject to lock-up agreements restricting their sale for 180 days from June 24, 2026. The charge to the consolidated statement of income (loss) in the three months ended June 28, 2026, relating to the MIP and associated social security was $ 129.5 million. The charge to the consolidated statement of income (loss) in the six months ended June 28, 2026, relating to the MIP and associated social security was $ 142.9 million.
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The total liability in respect of the MIP as of December 31, 2025, was $ 146 million, of which $ 132 million was separately presented on the consolidated balance sheet, and $ 14 million was recognized in accrued expenses and other current liabilities related to social security and sundry taxes. The amount of the expected liability as at December 31, 2025 was calculated by estimating the enterprise value (“EV”) of the Company based on applying an EV/EBITDA multiple to the Group’s estimated EBITDA for the 12 months prior to an assumed exit date. The resulting future MIP value was then discounted to the present value on December 31, 2025 using a 25 % required rate of return. As at December 31, 2025, 100 % of the maximum MIP value had been awarded to 9 participants.
Eight participants in the MIP also each had a fractional shareholding in the Company, the ultimate parent undertaking. As of June 28, 2026, those directors and key management personnel of the Group ( two of whom are non-executive directors) control 1.8 % of the voting shares of the Company, the ultimate parent undertaking, with some shareholdings owned through companies. See footnote 12 for further information.
10. Disposal group held for sale
During 2024, the Group’s management committed to a plan to sell its Ivostud business. This decision was made as part of a strategic initiative. While the sale did not close within twelve months of the original date of classification, the Group continued negotiations with a committed buyer through the three months ended June 28, 2026. Therefore, at June 28, 2026, classification as held for sale was deemed appropriate as management remains firmly committed to the plan to sell the Ivostud business, and the business is available for immediate sale in its present condition. Further, the sale is considered probable, with management expecting completion within one year of the balance sheet date. During the three months ended June 28, 2026 the Group continued to maintain active negotiations with the committed buyer and a further number of potential buyers to facilitate the sale, indicating that it is unlikely the plan will be significantly changed or withdrawn. Accordingly, the assets and liabilities associated with that business are presented as a disposal group held for sale as of June 28, 2026.
At the reporting date, the Ivostud business unit was measured at the lower of its carrying amount or fair value less costs to sell. As of June 28, 2026, the estimated fair value less costs to sell was determined to be $ 14.8 million, which did no t result in any impairment/(reversals) during the period.
The major classes of assets and liabilities classified as held for sale as of June 28, 2026 and December 31, 2025, are as follows:
June 28,
December 31,
2026
2025
Property, plant equipment
3.1
2.4
Inventories
9.0
10.8
Trade and other receivables
4.7
4.4
Cash and cash equivalents
1.9
2.6
Assets held for sale
18.7
20.2
Trade and other payables
( 4.1 )
( 3.3 )
Operating lease liabilities
( 0.5 )
( 0.6 )
Other liabilities
( 0.9 )
( 1.1 )
Pension liabilities
( 0.9 )
( 0.9 )
Liabilities associated with assets held for sale
( 6.4 )
( 5.9 )
This disposal group does not represent a strategic shift that will have a major effect on the Group’s operations and financial results and therefore does not meet the criteria for presentation of a discontinued operation. The results of operations of the Ivostud business continue to be included in the Group’s consolidated statements of income. Similarly, the cash flows generated by or used in the operations of the Ivostud business are included within the respective categories of the consolidated statements of cash flows.
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11. Capital commitments and contingent liabilities
Commitments
As of June 28, 2026 and December 31, 2025, there were $ 107.9 million and $ 52.5 million, respectively, unspent committed capital expenditure mainly related to Plant, machinery and equipment.
Contingent liabilities: Legal proceedings and others
In addition to the matters discussed above, various other lawsuits, claims, and proceedings have been or may be instituted or asserted against the Group, including those pertaining to environmental, product liability, safety and health, employment, tax and antitrust matters. While the amounts claimed in these other matters may be substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist. Therefore, it is possible that the Company’s liquidity or results of operations in a period could be materially affected by one or more of those other matters. However, based on facts currently available, management believes that the disposition of these other matters that are pending or asserted will not have a material adverse effect, individually or in aggregate, on the results of operations, financial position or cash flows of the Group.
Environmental provisions
Environmental provisions are contingent liabilities which were recognized as part of the business acquisition accounting. These provisions relate to legacy historical issues that former employees may claim against the Group, and will be carried until the possible liability is settled, cancelled or expires.
12. Share-based payments
The Company accounts for share-based payments in accordance with ASC 718, Compensation - Stock Compensation . Share-based compensation cost is measured based on the grant-date fair value of awards and recognized over the requisite service period. For awards that vest immediately upon grant, compensation expense is recognized on the grant date. The Company accounts for forfeitures as they occur.
For the period ended June 28, 2026, the Company’s share-based compensation programs consist of:
1. Matching grant awards granted to certain employees and directors;
2. IPO options granted in connection with the Company ’ s initial public offering; and
3. MIP Recognition options granted under the Company ’ s ongoing long-term incentive arrangements.
The Company did no t grant any share-based awards and had no share-based compensation arrangements outstanding during the six months ended June 29, 2025. Accordingly, all share-based compensation activity and related disclosures presented in this note relate to awards granted during the six months ended June 28, 2026.
Matching grant shares
On June 25, 2026, the Company granted 62,500 ordinary shares to its non-executive directors pursuant to its 2026 Equity Incentive Plan. Participants received one ordinary share (a “Matching Share”) for every four ordinary shares purchased in the IPO. The awards vested immediately upon grant and are not subject to any service, performance or market conditions. However, such Matching Shares are subject to a three-year restriction under the Equity Incentive Plan during which the shares may not be transferred or sold.
The fair value of the Matching Grant Shares was determined based on the Company’s grant-date share price of $ 33.00 per share adjusted for the impact of the post-vesting holding restriction. The resulting grant-date fair value was $ 30.03 per share.
The Company recognized share-based compensation expense of $ 2 million related to these Matching Grant Shares during the period ended June 28, 2026.
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MIP recognition grants
In connection with the closing of the IPO on June 24, 2026, the Company granted 1,249,998 special options to certain directors, officers and employees (the “MIP Recognition Grants”). The options have an exercise price of $ 33.00 per share, vested and became exercisable immediately upon grant and expire either seven years or ten years from the date of grant. The options are not subject to any service, performance or market conditions.
The grant-date fair value of the MIP Recognition Grants was estimated using the Black-Scholes option-pricing model and was determined to be between $ 12.43 and $ 14.91 per option.
The Company recognized share-based compensation expense of $ 18 million related to these special options during the three months ended June 28, 2026.
IPO grants
In connection with the closing of the IPO, the Company granted 5,625,119 options (the “IPO Grants”) to employees as part of its ongoing long-term incentive compensation program. The IPO Grants were granted in five tranches and have an exercise price of $ 33.00 , $ 36.30 , $ 39.93 , $ 43.92 or $ 48.31 per share. These five tranches typically vest rateably over a five-year service period and expire either seven years or ten years from the date of grant.
The grant-date fair value of the IPO Grants was estimated using the Black-Scholes option-pricing model.
The Company recognized share-based compensation expense of $ 0.5 million related to these options during the three months ended June 28, 2026. The total unrecognized compensation expense associated with nonvested IPO Grants was $ 80.4 million. The weighted-average period over which such compensation cost is expected to be recognized is 3.0 years.
Weighted Average
Shares
Exercise Price
Outstanding at June 25 2026
—
—
Granted – IPO Grants
5,625,119
$
40.29
Exercised
—
—
Forfeited/Cancelled
—
—
Outstanding at June 28, 2026
5,625,119
$
40.29
Exercisable at June 28, 2026
—
—
Additional option information
Period ended June 28, 2026
Amount
Aggregate intrinsic value of options exercised during 2026
—
The aggregate intrinsic value represents the difference between the market value of the Company’s ordinary shares and the exercise price of in-the-money options.
IPO grants outstanding and exercisable
Weighted-Average
Weighted-Average
Aggregate
Exercise
Remaining Contractual
Intrinsic Value
As of June 28, 2026
Shares
Price
Life (Years)
($m)
Outstanding
5,625,119
$
40.29
8.9
$
49.3
Exercisable
—
—
—
—
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Fair value assumptions
The weighted-average assumptions used in estimating the fair value of options granted during 2026 were as follows:
MIP Recognition
IPO Grants
IPO Grants
Assumption
Grants
(Ireland)
(UK & US)
Share price at grant date
$
33.00
$
33.00
$
33.00
Exercise price
$
33.00
$
33.00 - $ 48.31
$
33.00 - $ 48.31
Expected term (years)
3.5 – 5.0
4.0 – 6.0
5.5 – 7.5
Expected volatility
45.0
%
45.0
%
45.0
%
Risk-free interest rate
4.2 % - 4.3
%
4.2 – 4.3
%
4.3 % – 4.4
%
Expected dividend yield
0.0
%
0.0
%
0.0
%
Fair value per option
$
12.43 - $ 14.91
$
12.63 - $ 13.32
$
14.78 - $ 15.61
Valuation methodology
Matching share grants
The fair value of Matching Share Grants was based on the quoted market price of the Company’s ordinary shares on the grant date and adjusted for the impact of the 180 -day ( 3 year for directors) post-vesting transfer restriction. Management applied a discount for lack of marketability of approximately 9.0 % to reflect the restriction period.
Expected volatility
Expected volatility was determined using historical volatility data of comparable publicly traded companies because the Company had insufficient trading history at the grant date due to the timing of its IPO. A volatility assumption of 45.0 % was selected.
Expected term
The expected term for the MIP Recognition Grants was determined using the simplified method permitted under ASC 718 because the Company did not have sufficient historical exercise experience. The expected term was calculated as the midpoint between the grant date and contractual expiration date.
Risk-free interest rate
The risk-free interest rate was based on the yield of U.S. Treasury securities with maturities approximating the expected term of the options at the grant date.
Dividend yield
The expected dividend yield assumption was zero because the Company did not expect to pay dividends during the expected term of the options.
Share-based compensation expense
The following table presents share-based compensation expense recognized in the Company’s condensed consolidated statements of income during the six month period ended June 28, 2026:
Matching Share
MIP Recognition
(in $ millions)
Grants
IPO Grants
Grants
Total
Cost of sales
—
—
—
—
Selling, general and administrative expense
1.9
17.5
0.5
19.9
Total share-based compensation expense
1.9
17.5
0.5
19.9
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13. Subsequent events
On June 29, 2026 the Company used a portion of the net proceeds received from the IPO to repay a portion of the outstanding principal and interest balance under the Term Loan. As a result of this repayment, the outstanding borrowings under the Term Loan were reduced by approximately $ 460 million. Any associated loss on extinguishment of debt, including the write-off of unamortized debt issuance costs will be recognized in the period in which the repayment occurred.
The Company also completed two private placements concurrent with the IPO in which it issued and sold 2,272,727 shares and 2,083,593 shares, respectively (the “Private Placements”). The Company received net proceeds from the Private Placements of approximately $ 72 million, after deducting placement agent fees, from one private placement and approximately $ 69 million from the other private placement, which did not involve placement agents. Although the Private Placements closed in conjunction with the initial public offering, the full amount of the related cash proceeds were not received by the Company until after the end of the reporting period due to the timing of the settlement process. Accordingly, $ 55.4 million of the proceeds were not included in cash and cash equivalents as of June 28, 2026. The Company received the outstanding net proceeds of $ 55.4 million on June 29 and June 30, 2026 and the funds are reflected in the Company’s cash balance in the subsequent reporting period.
Subsequent to June 28, 2026, the Company paid cash awards under its Management Incentive Plan in the amount of $ 210.9 million. The awards were funded from a portion of the net proceeds received in connection with the Company’s IPO and made in accordance with the terms of the MIP.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.