10-Q/A 1 a10-qajune2019.htm 10-Q/A Document



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2019
OR
o
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.
Lumns Lane, Manchester, M27 8LN
Address of principal executive offices
Registrant’s telephone number, including area code: +44 (0) 161-300-0700
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 o 
Emerging growth company o
 
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    o No    x
The number of shares outstanding of Registrant’s only class of ordinary stock on June 30, 2019, was 27,377,787.




EXPLANATORY NOTE

Luxfer Holdings PLC (the "Company") is filing this amendment (this "Form 10-Q/A") to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the "Form 10-Q"), filed with the U.S. Securities and Exchange Commission on July 31, 2019, solely to correct an error on the cover page. The cover page of the Form 10-Q incorrectly stated that the number of shares of the Company's Common Stock outstanding as of June 30, 2019 was 26,125,773. This number was calculated by taking the number of shares of Common Stock outstanding and deducting the number of shares held in treasury and in ESOP. However, the number of shares deducted was incorrect and erroneously included 1,252,014 shares of Common Stock. The cover page of this Form 10-Q/A correctly states that the number of shares of outstanding Common Stock of the Company as of June 30, 2019 was 27,377,787.

The incorrect number of shares outstanding as of June 30, 2019 was also included in Exhibit 101 to the Form 10-Q, which contains the Company’s Extensible Business Reporting Language ("XBRL") materials for the six-month period ended June 30, 2019. This Form 10-Q/A also amends Item 6, “Exhibits,” by including Exhibit 101, which now states the correct number of shares outstanding as of June 30, 2019.

This Form 10-Q/A should be read in conjunction with the Form 10-Q, which remains in effect as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.

This amended data does not impact any of the financial data, tables and/or matrices that were previously disclosed in the Form 10-Q, filed with the U.S. Securities and Exchange Commission on July 31, 2019.




Item 6.    Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
N/A.
(a)(2) Financial Statement Schedules
N/A
(a)(3) Exhibits
31.1
31.2
101
The financial statements from the Company’s Interim Report on Form 10-Q for the quarter ended June 30, 2019, formatted in XBRL: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Equity, and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.





SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Luxfer Holdings plc
 
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
/s/Alok Maskara
 
 
 
 
Alok Maskara
 
 
 
 
Chief Executive Officer
 
 
 
 
(Duly Authorized Officer)
 
 
 
 
September 10, 2019