00010960562023Q2falseUnited Kingdom00010960562023-07-252023-07-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K 

 CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 25, 2023
Luxfer Holdings PLC
(Exact Name of Registrant as Specified in Charter) 
 
     
England and Wales    001-35370 98-1024030
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
  

8989 North Port Washington Road, Suite 211,
Milwaukee, WI, 53217
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: +1 414-269-2419
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, nominal value £0.50 eachLXFRNew York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐ 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.



Section 8    Other Events
Item 8.01    Other Events
On July 25, 2023, Luxfer Holdings PLC (the "Company") issued a press release announcing its earnings for the second quarter 2023 and a conference call in connection therewith. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Section 9    Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits
    (d)    Exhibits




SIGNATURES
 
 
Pursuant to the requirements 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)
Date: July 25, 2023

By: /s/ Megan Glise              
      Megan Glise
Authorized Signatory for and on behalf of
Luxfer Holdings PLC



Luxfer Announces Second Quarter 2023 Financial Results

Second Quarter 2023 Highlights (all historical comparisons year-over-year; results exclude discontinued operations)

•Net sales of $110.4 million increased $0.9 million or 0.8%
•GAAP diluted EPS from continuing operations of $0.18 decreased $0.17
•Adjusted diluted EPS of $0.27 decreased $0.09
•Adjusted EBITDA of $14.4 million decreased $2.5 million or 14.8%


MILWAUKEE, WI, July 25, 2023 -- Business Wire -- Luxfer Holdings PLC (NYSE: LXFR) (“Luxfer” or the “Company”), a global industrial company innovating niche applications in materials engineering, today announced financial results for the second quarter 2023, ended July 2, 2023.

Second Quarter 2023 Consolidated Results
Net sales of $110.4 million increased $0.9 million from $109.5 million in the prior year period, including a $6.5 million benefit from cost pass-through to cover rising material inflation, partially offset by negative impact from volume/mix of $5.8 million.

GAAP net income from continuing operations decreased to $4.9 million, or $0.18 per diluted share, compared to $9.6 million, or $0.35 per diluted share, in the prior year period. Second quarter 2023 GAAP net income includes $2.3 million in asset impairment charges tied to rationalization of our North American Gas Cylinders businesses to reduce our fixed cost base.

Adjusted net income measured $7.4 million, or $0.27 per diluted share, compared to $10.1 million, or $0.36 per diluted share, in the prior year period. Adjusted EBITDA of $14.4 million decreased $2.5 million, or 14.8%, from $16.9 million in the prior year period. Foreign exchange reduced Adjusted EBITDA by $0.4 million.

“Our team again worked hard to deliver for our customers in the second quarter” said Andy Butcher, Chief Executive Officer. “We continue to see a strong and broad-based uplift from our Defense, First Response, and Healthcare offerings. We also are pleased by our strong second quarter free cash flow performance as well as increases in Gas Cylinders’ sales and EBITDA both year-over-year and quarter-over-quarter. Despite these positives, macro uncertainty as well as impacts from the extended outage of U.S. domestic magnesium supply are weighing on our performance. As a result, we are updating our outlook and now expect full year 2023 adjusted earnings per share of $0.88 to $1.00.”

Second Quarter 2023 Segment Results (all historical comparisons year-over-year; results exclude discontinued operations)

Elektron Segment
•Net sales of $61.9 million decreased $1.5 million, or 2.4%, from $63.4 million, driven by volume/mix and partially offset by favorable price impact to address material inflation and foreign exchange
•Adjusted EBITDA of $9.5 million decreased $3.7 million, or 28.0%, from $13.2 million, reflecting accelerated cost recovery in the prior year period and lower sales in certain end markets in the current period

Gas Cylinders Segment
•Net sales of $48.5 million increased $2.4 million, or 5.2%, from $46.1 million, with increased cost pass-through offset by volume/mix as well as foreign exchange headwinds of $0.3 million
•Adjusted EBITDA of $4.9 million increased $1.2 million, or 32.4%, from $3.7 million

Capital Resources and Liquidity
Free cash flow measured a $10.2 million inflow in the second quarter of 2023, compared to a $16.4 million outflow in the first quarter of 2023 and a $0.6 million inflow in the prior year period. During the quarter, the Company paid $3.5 million in dividends, or $0.13 per ordinary share.

On July 2, 2023, net debt totaled $84.5 million, resulting in a net debt to EBITDA ratio of 1.5x.




2023 Guidance
Based on first half 2023 performance as well as the current outlook for our customers and our end markets, Luxfer expects full year 2023 adjusted earnings per share of $0.88 to $1.00, compared to $1.15 to $1.35 earlier.

Conference Call Information
Luxfer management will host a conference call at 8:30 a.m. U.S. Eastern Daylight Time (EDT) on Wednesday, July 26, 2023 to review the Company’s quarterly results. The conference call can be accessed by dialing (800) 245-3047 or (203) 518-9765 for participants outside the U.S., using the conference ID code LXFRQ223. Please dial in at least 15 minutes prior to the start of the call to register. Please use the following link to access the webcast of the conference call: LXFR 2Q2023 Live Webcast.

A replay of the webcast and slides used in the presentation will be available in the Investor Relations section of the Luxfer website under Quarterly Reports and Presentations within two hours of call completion. A recording of the conference call will be available for replay two hours after the completion of the call and will remain accessible August 9, 2023 at midnight EDT. To access the recording, please dial (800) 839-8317 or (402) 220-6070 for participants outside the U.S.

Non-GAAP Financial Measures
Luxfer Holdings PLC prepares its financial statements using U.S. Generally Accepted Accounting Principles (GAAP). When a company discloses material information containing non-GAAP financial measures, SEC regulations require that the disclosure include a presentation of the most directly comparable GAAP measure and a reconciliation of the GAAP and non-GAAP financial measures. Management’s inclusion of non-GAAP financial measures in this release is intended to supplement, not replace, the presentation of the financial results in accordance with GAAP. Luxfer management believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any period. Management also believes that these non-GAAP financial measures enhance the ability of investors to analyze the Company’s business trends and understand the Company’s performance. In addition, management may utilize non-GAAP financial measures as a guide in the Company’s forecasting, budgeting, and long-term planning process. Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures presented in accordance with GAAP.

Forward-Looking Statements
This release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Examples of such forward-looking statements include but are not limited to: (i) statements regarding the Company’s results of operations and financial condition; (ii) statements of plans, objectives or goals of the Company or its management, including those related to financing, products, or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “forecasts,” and “plans,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections, and other forward-looking statements will not be achieved. The Company cautions that several important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates, and intentions expressed in such forward-looking statements. These factors include but are not limited to: (i) lower than expected future sales; (ii) increasing competitive industry pressures; (iii) general economic conditions or conditions affecting demand for the products and services it offers, both domestically and internationally, including as a result of post-Brexit regulation, being less favorable than expected; (iv) worldwide economic and business conditions and conditions in the industries in which the Company operates; (v) fluctuations in the cost of raw materials, utilities, and other inputs; (vi) currency fluctuations and hedging risks; (vii) the Company’s ability to protect its intellectual property; (viii) the significant amount of indebtedness the Company has incurred and may incur and the obligations to service such indebtedness and to comply with the covenants contained therein; and (ix) risks related to the impact of the global COVID-19 pandemic, such as the scope and duration of the outbreak, government actions, and restrictive measures implemented in response thereto, supply chain disruptions and other impacts to the business, and the Company’s ability to execute business continuity plans, as a result of the COVID-19 pandemic. The Company cautions that the foregoing list of important factors is not exhaustive. These factors are more fully discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the U.S. Securities and Exchange Commission on March 1, 2023. When relying on forward-looking statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and events. Forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update or revise any such statement, whether because of new information, future events, or otherwise.


About Luxfer Holdings PLC
Luxfer is a global industrial company innovating niche applications in materials engineering. Using its broad array of proprietary technologies, Luxfer focuses on value creation, customer satisfaction, and demanding applications where technical know-how and manufacturing expertise combine to deliver a superior product. Luxfer’s high-performance materials, components, and high-pressure gas containment devices are used in defense and emergency response, clean energy, healthcare, transportation, and general industrial applications. For more information, please visit www.luxfer.com.

Luxfer is listed on the New York Stock Exchange and its ordinary shares are traded under the symbol LXFR.

Contact Information
Michael Gaiden
Vice President of Investor Relations and Business Development
(414) 982-1663
Michael.Gaiden@Luxfer.com



Luxfer Holdings PLC

LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Second QuarterYear-to-date
In millions, except share and per-share data2023202220232022
Net sales$110.4 $109.5 $211.7 $206.5 
Cost of goods sold(86.2)(83.8)(166.4)(156.6)
Gross profit24.2 25.7 45.3 49.9 
Selling, general and administrative expenses(12.8)(11.5)(25.3)(22.2)
Research and development(1.0)(1.2)(2.2)(2.5)
Restructuring charges(2.5)(0.3)(2.8)(1.7)
Acquisition and disposal related costs — (0.1)— (0.3)
Operating income7.9 12.6 15.0 23.2 
Net interest expense(1.8)(0.9)(3.1)(1.7)
Defined benefit pension credit / (charge)0.6 0.3 (8.3)0.7 
Income before income taxes6.7 12.0 3.6 22.2 
(Provision) / credit for income taxes(1.8)(2.4)1.8 (4.9)
Net income from continuing operations4.9 9.6 5.4 17.3 
Loss from discontinued operations, net of tax(0.2)(0.3)(0.2)(0.4)
Net loss from discontinued operations$(0.2)$(0.3)$(0.2)$(0.4)
Net income$4.7 $9.3 $5.2 $16.9 
Earnings / (loss) per share1
Basic from continuing operations$0.18 $0.35 $0.20 $0.63 
Basic from discontinued operations$(0.01)$(0.01)$(0.01)$(0.01)
Basic$0.17 $0.34 $0.19 $0.62 
Diluted from continuing operations$0.18 $0.35 $0.20 $0.62 
Diluted from discontinued operations2$(0.01)$(0.01)$(0.01)$(0.01)
Diluted$0.17 $0.34 $0.19 $0.61 
Weighted average ordinary shares outstanding
Basic26,923,804 27,428,579 26,922,528 27,458,980 
Diluted27,065,338 27,703,217 27,083,986 27,720,065 




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.


LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
July 2,December 31,
In millions, except share and per-share data20232022
Current assets
Cash and cash equivalents$7.9 $12.6 
Restricted cash0.3 0.3 
Accounts and other receivables, net of allowances of $0.7 and $0.4, respectively72.0 67.8 
Inventories119.3 111.1 
Current assets held-for-sale7.8 9.3 
Total current assets$207.3 $201.1 
Non-current assets
Property, plant and equipment, net$76.7 $77.7 
Right-of-use assets from operating leases18.3 19.8 
Goodwill67.5 65.6 
Intangibles, net12.3 12.5 
Deferred tax assets3.0 3.0 
Investments and loans to joint ventures and other affiliates0.3 0.4 
Pensions and other retirement benefits29.8 27.0 
Total assets$415.2 $407.1 
Current liabilities
Short-term debt$— $25.0 
Accounts payable35.9 37.8 
Accrued liabilities24.4 29.4 
Taxes on income1.1 1.8 
Current liabilities held-for-sale3.5 5.0 
Other current liabilities13.2 11.2 
Total current liabilities$78.1 $110.2 
Non-current liabilities
Long-term debt$92.4 $56.2 
Pensions and other retirement benefits— 4.5 
Deferred tax liabilities11.4 9.9 
Other non-current liabilities18.1 19.0 
Total liabilities$200.0 $199.8 
Shareholders' equity
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2023 and 2022; issued and outstanding 28,944,000 for 2023 and 2022$26.5 $26.5 
Additional paid-in capital222.1 221.4 
Treasury shares(21.8)(20.4)
Company shares held by ESOP(0.9)(1.0)
Retained earnings114.9 120.2 
Accumulated other comprehensive loss(125.6)(139.4)
Total shareholders' equity$215.2 $207.3 
Total liabilities and shareholders' equity$415.2 $407.1 


LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Year-to-date
In millions20232022
Operating activities
Net income $5.2 $16.9 
Net loss from discontinued operations0.2 0.4 
Net income from continuing operations$5.4 $17.3 
Adjustments to reconcile net income to net cash provided / (used) by operating activities
   Depreciation6.2 6.7 
   Amortization of purchased intangible assets0.4 0.4 
   Amortization of debt issuance costs0.2 0.3 
   Share-based compensation charges1.3 0.9 
   Deferred income taxes1.5 0.3 
   Gain on disposal of property, plant and equipment— (0.2)
   Asset impairment charges2.3 — 
   Defined benefit pension charge / (credit)8.3 (0.7)
   Defined benefit pension contributions(2.1)— 
Changes in assets and liabilities
   Accounts and other receivables3.8 (19.8)
   Inventories(6.4)(18.0)
   Current assets held-for-sale1.2 (3.2)
   Accounts payable(9.1)5.5 
   Accrued liabilities(5.9)1.5 
   Current liabilities held-for-sale(1.5)3.3 
   Other current liabilities(7.4)0.7 
   Other non-current assets and liabilities0.5 (1.8)
Net cash used by operating activities - continuing(1.3)(6.8)
Net cash provided by operating activities - discontinued0.1 — 
Net cash used by operating activities$(1.2)$(6.8)
Investing activities
Capital expenditures$(4.9)$(2.9)
Proceeds from sale of property, plant and equipment— 3.7 
Net cash (used) / provided by investing activities - continuing(4.9)0.8 
Net cash used by investing activities - discontinued(0.1)— 
Net cash (used) / provided by investing activities$(5.0)$0.8 
Financing activities
Net repayment of short-term borrowings$(25.0)$— 
Net drawdown of long-term borrowings$35.1 $18.1 
Repurchase of own shares(1.6)(3.7)
Share-based compensation cash paid(0.3)(1.4)
Dividends paid(7.0)(7.0)
Net cash provided by financing activities$1.2 $6.0 
Effect of exchange rate changes on cash and cash equivalents0.3 (0.9)
Net decrease$(4.7)$(0.9)
Cash, cash equivalents and restricted cash; beginning of year12.9 6.4 
Cash, cash equivalents and restricted cash; end of the Second Quarter8.2 5.5 
Supplemental cash flow information:
Interest payments$2.8 $1.7 
Income tax payments, net2.8 0.3 


LUXFER HOLDINGS PLC
SUPPLEMENTAL INFORMATION
SEGMENT INFORMATION (UNAUDITED)
Net salesAdjusted EBITDA
Second QuarterYear-to-dateSecond QuarterYear-to-date
In millions20232022202320222023202220232022
Gas Cylinders segment$48.5 $46.1 $90.0 $88.5 $4.9 $3.7 $7.4 $6.4 
Elektron segment61.9 63.4 121.7 118.0 9.5 13.2 18.3 26.6 
Consolidated$110.4 $109.5 $211.7 $206.5 $14.4 $16.9 $25.7 $33.0 

Depreciation and amortizationRestructuring charges
Second QuarterYear-to-dateSecond QuarterYear-to-date
In millions20232022202320222023202220232022
Gas Cylinders segment$1.0 $1.2 $2.1 $2.6 $2.5 $0.1 $2.8 $1.5 
Elektron segment2.3 2.2 4.5 4.5 — 0.2 — 0.2 
Consolidated$3.3 $3.4 $6.6 $7.1 $2.5 $0.3 $2.8 $1.7 


ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
(UNAUDITED)
Second QuarterYear-to-date
In millions except per share data2023202220232022
Net income from continuing operations$4.9 $9.6 $5.4 $17.3 
Accounting charges relating to acquisitions and disposals of businesses:
     Amortization on acquired intangibles0.2 0.2 0.4 0.4 
     Acquisition and disposal related costs— 0.1 — 0.3 
Defined benefit pension (credit) / charge(0.6)(0.3)8.3 (0.7)
Restructuring charges2.5 0.3 2.8 1.7 
Share-based compensation charges0.7 0.7 1.3 0.9 
Tax impact of defined benefit pension settlement— — (4.9)— 
Income tax on adjusted items(0.3)(0.5)(0.5)(0.6)
Adjusted net income$7.4 $10.1 $12.8 $19.3 
Adjusted earnings per ordinary share
Diluted earnings per ordinary share$0.18 $0.35 $0.20 $0.62 
Impact of adjusted items0.09 0.01 0.27 0.08 
Adjusted diluted earnings per ordinary share(1)$0.27 $0.36 $0.47 $0.70 

(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.


LUXFER HOLDINGS PLC
ADJUSTED EBITDA (UNAUDITED)
Second QuarterYear-to-date
In millions 2023202220232022
Adjusted net income$7.4 $10.1 $12.8 $19.3 
Add back:
     Tax impact of defined benefit pension settlement — — 4.9 — 
     Income tax on adjusted items0.3 0.5 0.5 0.6 
     Provision for income taxes1.8 2.4 (1.8)4.9 
Interest expense1.8 0.9 3.1 1.7 
Adjusted EBITA$11.3 $13.9 $19.5 $26.5 
Gain on disposal of PPE— (0.2)— (0.2)
     Depreciation3.1 3.2 6.2 6.7 
Adjusted EBITDA$14.4 $16.9 $25.7 $33.0 
ADJUSTED EFFECTIVE TAX RATE
(UNAUDITED)
Second QuarterYear-to-date
In millions 2023202220232022
Adjusted net income$7.4 $10.1 $12.8 $19.3 
Add back:
     Tax impact of defined benefit pension settlement— — 4.9 — 
     Income tax on adjusted items0.3 0.5 0.5 0.6 
     Provision for income taxes1.8 2.4 (1.8)4.9 
Adjusted income before income taxes$9.5 $13.0 $16.4 $24.8 
Adjusted provision for income taxes2.1 2.9 3.6 5.5 
Adjusted effective tax rate22.1 %22.3 %22.0 %22.2 %
NET DEBT RATIO
(UNAUDITED)
Second Quarter
In millions2023
Cash and cash equivalents$7.9 
Total debt(92.4)
Net debt(84.5)
Adjusted EBITDA previous twelve months55.8 
Net debt to EBITDA ratio1.5 
FREE CASH FLOW
(UNAUDITED)
Second QuarterYear-to-date
In millions 2023202220232022
Net cash provided by continuing operating activities$13.1 $2.5 $(1.3)$(6.8)
Capital expenditures(2.9)(1.9)(4.9)(2.9)
Free cash flow10.2 0.6 (6.2)(9.7)

v3.23.2
Cover
Jul. 25, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 25, 2023
Entity Registrant Name Luxfer Holdings PLC
Entity Incorporation, State or Country Code X0
Entity File Number 001-35370
Entity Tax Identification Number 98-1024030
Entity Address, Address Line One 8989 North Port Washington Road, Suite 211
Entity Address, City or Town Milwaukee
Entity Address, Postal Zip Code WI, 53217
Country Region +1
City Area Code 414
Local Phone Number 269-2419
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares, nominal value £0.50 each
Trading Symbol LXFR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001096056
Document Fiscal Year Focus 2023
Document Fiscal Period Focus Q2
Amendment Flag false
Entity Address, Country GB
Luxfer (NYSE:LXFR)
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