lxfr-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-35370

Luxfer Holdings PLC

(Exact Name of Registrant as Specified in Its Charter)


England and Wales						98-1024030
State or Other Jurisdiction of Incorporation or Organization						I.R.S. Employer Identification No.

8989 North Port Washington Road, Suite 211,

Milwaukee, WI, 53217

Address of principal executive offices

Registrant’s telephone number, including area code: +1 414-269-2419

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value £0.50 each	LXFR	New York Stock Exchange

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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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	o	Accelerated Filer	x
Non-accelerated filer	o	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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The number of shares outstanding of Registrant’s only class of ordinary stock on March 31, 2024, was 26,842,132.


TABLE OF CONTENTS

Page

PART I FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Statements of Income (unaudited)

Condensed Consolidated Statements of Comprehensive Income (unaudited)

Condensed Consolidated Balance Sheets (unaudited)

Condensed Consolidated Statements of Cash Flows (unaudited)

Condensed Consolidated Statements of Changes in Equity (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

Exhibits

Signatures

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited)

LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	First Quarter
In millions, except share and per share data	2024		2023
Net sales	$	89.4	$	101.3
Cost of goods sold	(71.0)		(80.2)
Gross profit	18.4		21.1
Selling, general and administrative expenses	(11.6)		(12.5)
Research and development	(1.2)		(1.2)
Restructuring charges	(0.7)		(0.3)

Acquisition and disposal related costs	(0.2)		—
Other income	0.2		—

Operating income	4.9		7.1
Interest expense	(1.4)		(1.3)

Defined benefit pension credit / (charge)	0.3		(8.9)
Income / (loss) before income taxes	3.8		(3.1)
(Provision) / credit for income taxes	(1.0)		3.6


Net income from continuing operations	2.8		0.5



Net (loss) / income from discontinued operations	$	(0.1)	$	—

Net income	$	2.7	$	0.5

Earnings per share1
Basic from continuing operations	$	0.10	$	0.02
Basic from discontinued operations2	$	—	$	—
Basic	$	0.10	$	0.02

Diluted from continuing operations	$	0.10	$	0.02
Diluted from discontinued operations2	$	—	$	—
Diluted	$	0.10	$	0.02

Weighted average ordinary shares outstanding
Basic	26,820,968		26,921,010
Diluted	26,866,976		27,071,494

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 in the First Quarter of 2024 has not been diluted, since the incremental shares included in the weighted-average number of shares outstanding would have been anti-dilutive.

LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	First Quarter
In millions	2024		2023
Net income	$	2.7	$	0.5

Other comprehensive (loss) / income
Net change in foreign currency translation adjustment, net of tax	(1.8)		3.4
Pension and post-retirement actuarial gains, net of $0.1 and $4.9 tax, respectively	0.3		6.8
Other comprehensive (loss) / income, net of tax	(1.5)		10.2

Total comprehensive income	$	1.2	$	10.7

See accompanying notes to condensed consolidated financial statements

SEC Form 10-Q filed by Luxfer Holdings PLC