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 27,September 25, 2022


OR
☐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 Wales98-1024030
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) (Zip code)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 classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, nominal value £0.50 eachLXFRNew 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 
oAccelerated Filerx
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 27,September 25, 2022, was 27,495,439.

27,208,641.



TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements (unaudited)
1
Condensed Consolidated Statements of Income (unaudited)
1
Condensed Consolidated Statements of Comprehensive Income (unaudited)
2
Condensed Consolidated Balance Sheets (unaudited)
3
Condensed Consolidated Statements of Cash Flows (unaudited)
4
Condensed Consolidated Statements of Changes in Equity (unaudited)
5
Notes to Condensed Consolidated Financial Statements (unaudited)
67
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
1720
Item 3.Quantitative and Qualitative Disclosures About Market Risk
2731
Item 4.Controls and Procedures
2731
PART II OTHER INFORMATION
Item 1.Legal Proceedings
2832
Item 1A.Risk Factors
2832
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
2832
Item 6.Exhibits
2933
Signatures
3034



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 data20222021
Net sales$97.0 $85.2 
Cost of goods sold(72.8)(60.0)
Gross profit24.2 25.2 
Selling, general and administrative expenses(10.7)(10.6)
Research and development(1.3)(0.8)
Restructuring charges(1.4)(1.4)
Acquisition-related costs(0.2)(0.2)
Other charges— (1.1)
Operating income10.6 11.1 
Interest expense(0.8)(0.8)
Defined benefit pension credit0.4 0.6 
Income before income taxes10.2 10.9 
Provision for income taxes(2.5)(2.3)
Net income from continuing operations7.7 8.6 
Net loss from discontinued operations, net of tax(0.1)(1.6)
Gain on disposition of discontinued operations, net of tax— 7.5 
Net (loss) / income from discontinued operations$(0.1)$5.9 
Net income$7.6 $14.5 
Earnings / (loss) per share (1)
Basic from continuing operations$0.28 $0.31 
Basic from discontinued operations$— $0.21 
Basic$0.28 $0.52 
Diluted from continuing operations$0.28 $0.31 
Diluted from discontinued operations$— $0.21 
Diluted$0.28 $0.52 
Weighted average ordinary shares outstanding
Basic27,490,741 27,658,871 
Diluted27,696,118 28,057,323 
Third QuarterYear-to-date
In millions, except share and per-share data2022202120222021
Net sales$100.2 $91.2 $306.7 $275.4 
Cost of goods sold(77.0)(70.1)(233.6)(203.2)
Gross profit23.2 21.1 73.1 72.2 
Selling, general and administrative expenses(10.3)(10.6)(32.5)(33.9)
Research and development(1.0)(1.3)(3.5)(2.9)
Restructuring charges(0.3)(0.5)(2.0)(2.1)
Acquisition and disposal related costs— (0.6)(0.3)(1.5)
Other charges— — — (1.1)
Operating income11.6 8.1 34.8 30.7 
Interest expense(1.0)(0.8)(2.7)(2.4)
Defined benefit pension credit0.2 0.6 0.9 1.8 
Income before income taxes10.8 7.9 33.0 30.1 
Provision for income taxes(2.3)(1.9)(7.2)(3.6)
Net income from continuing operations8.5 6.0 25.8 26.5 
Net loss from discontinued operations, net of tax(0.5)(0.7)(0.9)(2.8)
(Loss) / gain on disposition of discontinued operations, net of tax— (0.5)— 6.6 
Net (loss) / income from discontinued operations$(0.5)$(1.2)$(0.9)$3.8 
Net income$8.0 $4.8 $24.9 $30.3 
Earnings / (loss) per share1
Basic from continuing operations$0.31 $0.22 $0.94 $0.96 
Basic from discontinued operations2
$(0.02)$(0.04)$(0.03)$0.14 
Basic$0.29 $0.17 $0.91 $1.09 
Diluted from continuing operations$0.31 $0.21 $0.93 $0.94 
Diluted from discontinued operations2$(0.02)$(0.04)$(0.03)$0.14 
Diluted$0.29 $0.17 $0.90 $1.08 
Weighted average ordinary shares outstanding
Basic27,295,862 27,722,472 27,403,844 27,718,874 
Diluted27,525,314 28,033,732 27,652,886 28,072,155 
See accompanying notes to condensed consolidated financial statements
(1)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.
In the first quarter of 2022, basic average shares outstanding and diluted average shares outstanding were the same2The loss per share for discontinued operations becausein the effectThird Quarter of potential shares2022 and 2021 and year-to-date of common stock was anti-dilutive2022 has not been diluted, since the Company generated a net loss from discontinued operations.
See accompanying notes to condensed consolidated financial statementsincremental shares included in the weighted-average number of shares outstanding would have been anti-dilutive.
1

LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
First Quarter
In millions20222021
Net income$7.6 $14.5 
Other comprehensive (loss) / income
Net change in foreign currency translation adjustment(1.8)0.9 
Pension and post-retirement actuarial gains, net of $0.1 and $0.1 tax, respectively0.4 0.6 
Other comprehensive (loss) / income, net of tax(1.4)1.5 
Total comprehensive income$6.2 $16.0 

Third QuarterYear-to-date
In millions2022202120222021
Net income$8.0 $4.8 $24.9 $30.3 
Other comprehensive (loss) / income
Net change in foreign currency translation adjustment, net of tax(12.5)(2.1)(22.5)(0.1)
Pension and post-retirement actuarial gains, net of $0.1, $0.2, $0.3 and $0.5 tax, respectively0.3 0.7 1.0 2.1 
Other comprehensive (loss) / income, net of tax(12.2)(1.4)(21.5)2.0 
Total comprehensive (loss) / income$(4.2)$3.4 $3.4 $32.3 
See accompanying notes to condensed consolidated financial statements

2

LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 27,December 31,
In millions, except share and per-share data20222021
Current assets
Cash and cash equivalents$17.2 $6.2 
Restricted cash0.1 0.2 
Accounts and other receivables, net of allowances of $0.8 and $0.8, respectively69.6 57.8 
Inventories105.9 90.5 
Assets held-for-sale12.6 8.5 
Total current assets$205.4 $163.2 
Non-current assets
Property, plant and equipment, net$83.0 $87.5 
Right-of-use assets from operating leases21.5 12.6 
Goodwill68.9 69.7 
Intangibles, net13.4 13.7 
Deferred tax assets7.9 8.0 
Pensions and other retirement benefits14.0 13.7 
Investments and loans to joint ventures and other affiliates0.4 0.4 
Total assets$414.5 $368.8 
Current liabilities
Accounts payable$37.8 $31.7 
Accrued liabilities31.3 28.2 
Taxes on income5.5 3.0 
Liabilities held-for-sale4.5 1.4 
Other current liabilities19.5 19.6 
Total current liabilities$98.6 $83.9 
Non-current liabilities
Long-term debt$85.9 $59.6 
Pensions and other retirement benefits1.9 1.9 
Deferred tax liabilities2.7 2.7 
Other non-current liabilities18.8 11.6 
Total liabilities$207.9 $159.7 
Commitments and contingencies (Note 15)
Shareholders' equity
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2022 and 2021; issued and outstanding 28,944,000 shares for 2022 and 2021$26.5 $26.5 
Deferred shares of £0.0001 par value; authorized, issued and outstanding 761,835,318,444 shares for 2022 and 2021149.9 149.9 
Additional paid-in capital70.7 70.9 
Treasury shares(11.1)(9.6)
Own shares held by ESOP(1.1)(1.1)
Retained earnings108.1 107.5 
Accumulated other comprehensive loss(136.4)(135.0)
Total shareholders' equity$206.6 $209.1 
Total liabilities and shareholders' equity$414.5 $368.8 
September 25,December 31,
In millions, except share and per-share data20222021
Current assets
Cash and cash equivalents$11.2 $6.2 
Restricted cash0.3 0.2 
Accounts and other receivables, net of allowances of $0.7 and $0.8, respectively66.1 57.8 
Inventories111.6 90.5 
Current assets held-for-sale9.1 8.5 
Total current assets$198.3 $163.2 
Non-current assets
Property, plant and equipment, net$75.0 $87.5 
Right-of-use assets from operating leases22.9 12.6 
Goodwill62.5 69.7 
Intangibles, net12.4 13.7 
Deferred tax assets7.1 8.0 
Investments and loans to joint ventures and other affiliates0.3 0.4 
Pensions and other retirement benefits13.9 13.7 
Total assets$392.4 $368.8 
Current liabilities
Short-term debt$25.0 $— 
Accounts payable27.9 31.7 
Accrued liabilities32.6 28.2 
Taxes on income7.8 3.0 
Current liabilities held-for-sale4.9 1.4 
Other current liabilities12.6 19.6 
Total current liabilities$110.8 $83.9 
Non-current liabilities
Long-term debt$61.8 $59.6 
Pensions and other retirement benefits2.3 1.9 
Deferred tax liabilities2.7 2.7 
Other non-current liabilities19.5 11.6 
Total liabilities$197.1 $159.7 
Commitments and contingencies (Note 15)
Shareholders' equity
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2022 and 2021; issued and outstanding 28,944,000 for 2022 and 2021$26.5 $26.5 
Deferred shares of £0.0001 par value; authorized issued and outstanding 761,835,318,444 shares for 2021— 149.9 
Additional paid-in capital220.6 70.9 
Treasury shares(16.2)(9.6)
Own shares held by ESOP(0.9)(1.1)
Retained earnings121.8 107.5 
Accumulated other comprehensive loss(156.5)(135.0)
Total shareholders' equity$195.3 $209.1 
Total liabilities and shareholders' equity$392.4 $368.8 
See accompanying notes to condensed consolidated financial statements
3

LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
First Quarter
In millions20222021
Operating activities
Net income$7.6 $14.5 
Net loss / (income) from discontinued operations0.1 (5.9)
Net income from continuing operations7.7 8.6 
Adjustments to reconcile net income to net cash (used for) / provided by operating activities
   Depreciation3.5 3.2 
   Amortization of purchased intangible assets0.2 0.2 
   Amortization of debt issuance costs0.2 0.1 
   Share-based compensation charges0.2 0.5 
   Deferred income taxes0.1 0.3 
   Defined benefit pension credit(0.4)(0.6)
   Defined benefit pension contributions— (1.4)
Changes in assets and liabilities
   Accounts and other receivables(12.2)(7.4)
   Inventories(16.2)(0.1)
   Other current assets(3.0)(1.7)
   Accounts payable6.8 6.7 
   Accrued liabilities3.4 2.5 
   Other current liabilities2.0 2.0 
   Other non-current assets and liabilities(1.6)2.3 
Net cash (used for) / provided by operating activities - continuing(9.3)15.2 
Net cash provided by operating activities - discontinued— — 
Net cash (used for) / provided by operating activities$(9.3)$15.2 
Investing activities
Capital expenditures$(1.0)$(1.4)
Proceeds from sale of discontinued operations— 21.0 
Business acquisition— (19.3)
Net cash (used for) / provided by investing activities - continuing$(1.0)$0.3 
Net cash used for investing activities - discontinued$— $— 
Net cash (used for) / provided by investing activities$(1.0)$0.3 
Financing activities
Net drawdown of long-term borrowings26.7 19.5 
Share-based compensation cash paid(0.4)(1.3)
Dividends paid(3.4)(3.4)
Repurchases of ordinary shares(1.5)— 
Net cash from financing activities$21.4 $14.8 
Effect of exchange rate changes on cash and cash equivalents(0.2)— 
Net increase$10.9 $30.3 
Cash, cash equivalents and restricted cash; beginning of year (1)
6.4 1.5 
Cash, cash equivalents and restricted cash; end of the First Quarter (1)
17.3 31.8 
Supplemental cash flow information:
Interest payments$0.8 $0.9 
Income tax receipts, net(0.1)— 
Year-to-date
In millions20222021
Operating activities
Net income$24.9 $30.3 
Net loss / (income) from discontinued operations0.9 (3.8)
Net income from continuing operations$25.8 $26.5 
Adjustments to reconcile net income to net cash (used) / provided by operating activities
   Depreciation9.8 10.5 
   Amortization of purchased intangible assets0.6 0.7 
   Amortization of debt issuance costs0.4 0.3 
   Share-based compensation charges1.8 2.2 
   Deferred income taxes0.5 (2.2)
   Gain on disposal of property, plant and equipment(0.2)— 
   Defined benefit pension credit(0.9)(1.8)
   Defined benefit pension contributions— (4.6)
Changes in assets and liabilities
   Accounts and other receivables(13.6)(10.2)
   Inventories(29.6)(5.4)
   Current assets held-for-sale(3.8)(1.6)
   Other current assets— 0.4 
   Accounts payable3.5 9.6 
   Accrued liabilities5.5 8.6 
   Current liabilities held-for-sale3.5 (1.0)
   Other current liabilities(1.9)0.7 
   Other non-current assets and liabilities(4.6)1.4 
Net cash (used) / provided by operating activities - continuing(3.2)34.1 
Net cash provided by operating activities - discontinued— — 
Net cash (used) / provided by operating activities$(3.2)$34.1 
Investing activities
Capital expenditures$(5.2)$(5.6)
Proceeds from sale of property, plant and equipment3.7 — 
Proceeds from sale of businesses and other— 23.7 
Acquisitions, net of cash acquired— (19.3)
Net cash used by investing activities - continuing(1.5)(1.2)
Net cash used by investing activities - discontinued— — 
Net cash used by investing activities$(1.5)$(1.2)
Financing activities
Net drawdown / (repayment) of long-term borrowings$31.7 $(4.4)
Repurchase of deferred shares(0.1)— 
Repurchase of own shares(6.9)(2.8)
Share-based compensation cash paid(1.4)(1.9)
Dividends paid(10.6)(10.2)
Net cash provided / (used) by financing activities$12.7 $(19.3)
Effect of exchange rate changes on cash and cash equivalents(2.9)0.1 
Net increase$5.1 $13.7 
Cash, cash equivalents and restricted cash; beginning of year6.4 1.5 
Cash, cash equivalents and restricted cash; end of the Third Quarter11.5 15.2 
Supplemental cash flow information:
Interest payments$2.8 $2.5 
Income tax payments, net2.2 5.2 
(1) Cash, cash equivalents and restricted cash at March 27, 2022 consists of $17.2 million (December 31, 2021: $6.2 million) cash and cash equivalents and $0.1 million (December 31, 2021: $0.2 million) restricted cash.

See accompanying notes to condensed consolidated financial statements
4

LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
In millions,Ordinary
share
capital		Deferred
share
capital		Additional paid-in capitalTreasury shares NumberTreasury shares AmountOwn shares held by ESOP NumberOwn shares held by ESOP AmountRetained
earnings		Accumulated other comprehensive lossTotal
equity
At January 1, 2021$26.6 $149.9 $70.6 (0.4)$(4.0)(1.0)$(1.4)$91.2 $(165.8)$167.1 
Net income— — — — — — — 14.5 — 14.5 
Other comprehensive income, net of tax— — — — — — — — 1.5 1.5 
Dividends declared— — — — — — — (3.4)— (3.4)
Share-based compensation— — 0.5 — — — — — — 0.5 
Utilization of treasury shares to satisfy share based compensation— — (1.4)— — — 0.1 — — (1.3)
At March 28, 2021$26.6 $149.9 $69.7 (0.4)$(4.0)(1.0)$(1.3)$102.3 $(164.3)$178.9 
At January 1, 2022$26.5 $149.9 $70.9 (0.6)$(9.6)(0.8)$(1.1)$107.5 $(135.0)$209.1 
Net income— — — — — — — 7.6 — 7.6 
Other comprehensive loss, net of tax— — — — — — — — (1.4)(1.4)
Dividends declared— — — — — — — (7.0)— (7.0)
Share-based compensation— — 0.2 — — — — — — 0.2 
Share buyback— — — (0.1)(1.5)— — — — (1.5)
Utilization of shares from ESOP to satisfy share based compensation— — (0.4)— — — — — — (0.4)
At March 27, 2022$26.5 $149.9 $70.7 (0.7)$(11.1)(0.8)$(1.1)$108.1 $(136.4)$206.6 
In millions,Ordinary
shares		Deferred
shares		Additional paid-in capitalTreasury shares NumberTreasury shares AmountOwn shares held by ESOP NumberOwn shares held by ESOP AmountRetained
earnings		Accumulated other comprehensive lossTotal
equity
At January 1, 2022$26.5 $149.9 $70.9 (0.6)$(9.6)(0.8)$(1.1)$107.5 $(135.0)$209.1 
Net income— — — — — — — 7.6 — 7.6 
Other comprehensive loss, net of tax— — — — — — — — (1.4)(1.4)
Dividends declared— — — — — — — (7.0)— (7.0)
Share-based compensation— — 0.2 — — — — — — 0.2 
Share buyback— — — (0.1)(1.5)— — — — (1.5)
Utilization of shares from ESOP to satisfy share based compensation— — (0.4)— — — — — — (0.4)
At March 27, 2022$26.5 $149.9 $70.7 (0.7)$(11.1)(0.8)$(1.1)$108.1 $(136.4)$206.6 
Net income— — — — — — — 9.3 — 9.3 
Other comprehensive loss, net of tax— — — — — — — — (7.9)(7.9)
Share based compensation— — 0.7 — — — — — — 0.7 
Share buyback— — — (0.1)(2.2)— — — — (2.2)
Utilization of treasury shares to satisfy share based compensation— — 0.1 — 0.3 — — — — 0.4 
Utilization of shares from ESOP to satisfy share based compensation— — (1.5)— — — 0.1 — — (1.4)
At June 26, 2022$26.5 $149.9 $70.0 (0.8)$(13.0)(0.8)$(1.0)$117.4 $(144.3)$205.5 
Net income— — — — — — — 8.0 — 8.0 
Other comprehensive loss, net of tax— — — — — — — — (12.2)(12.2)
Dividends declared— — — — — — — (3.6)— (3.6)
Share based compensation— — 0.9 — — — — — — 0.9 
Share buy back— — — (0.2)(3.2)— — — — (3.2)
Utilization of shares from ESOP to satisfy share based compensation— — (0.1)— — 0.1 0.1 — — — 
Cancellation of deferred share capital— (149.9)149.8 — — — — — — (0.1)
At September 25, 2022$26.5 $— $220.6 (1.0)$(16.2)(0.7)$(0.9)$121.8 $(156.5)$195.3 


See accompanying notes to condensed consolidated financial statements





5

LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
In millions,Ordinary sharesDeferred sharesAdditional paid-in capitalTreasury shares NumberTreasury shares AmountOwn shares held by ESOP NumberOwn shares held by ESOP AmountRetained earningsAccumulated other comprehensive lossTotal equity
At January 1, 2021$26.6 $149.9 $70.6 (0.4)$(4.0)(1.0)$(1.4)$91.2 $(165.8)$167.1 
Net income— — — — — — — 14.5 — 14.5 
Other comprehensive income, net of tax— — — — — — — — 1.5 1.5 
Dividends declared— — — — — — — (3.4)— (3.4)
Share-based compensation— — 0.5 — — — — — — 0.5 
Utilization of treasury shares to satisfy share based compensation— — (1.4)— — 0.1 0.1 — — (1.3)
At March 28, 2021$26.6 $149.9 $69.7 (0.4)$(4.0)(0.9)$(1.3)$102.3 $(164.3)$178.9 
Net income— — — — — — — 11.0 — 11.0 
Other comprehensive income, net of tax— — — — — — — — 1.9 1.9 
Dividends declared— — — — — — — (3.4)— (3.4)
Share based compensation— — 0.9 — — — — — — 0.9 
Utilization of shares from ESOP to satisfy share based compensation— — (0.3)— — 0.1 0.1 — — (0.2)
Cancellation of ordinary share capital(0.1)— (0.8)— — — — — — (0.9)
At June 27, 2021$26.5 $149.9 $69.5 (0.4)$(4.0)(0.8)$(1.2)$109.9 $(162.4)$188.2 
Net income— — — — — — — 4.8 — 4.8 
Shares sold from ESOP— — (0.1)— — — — (0.1)
Other comprehensive loss, net of tax— — — — — — — — (1.4)(1.4)
Dividends declared— — — — — — — (3.4)— (3.4)
Share based compensation— — 0.8 — — — — — — 0.8 
Utilization of shares from ESOP to satisfy share based compensation— — (0.3)— — — — — — (0.3)
Purchase of own shares— — — (0.1)(1.5)— — — — (1.5)
Cancellation of ordinary share capital— — (0.4)— — — — — — (0.4)
At September 26, 2021$26.5 $149.9 $69.5 (0.5)$(5.5)(0.8)$(1.2)$111.3 $(163.8)$186.7 

See accompanying notes to condensed consolidated financial statements
56

LUXFER HOLDINGS PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.    Basis of Presentation and Responsibility for interim Financial Statements
We prepared the accompanying unaudited condensed consolidated condensed financial statements of Luxfer Holdings PLC and all wholly-owned, majority owned or otherwise controlled subsidiaries on the same basis as our annual audited financial statements. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).
Our quarterly financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. As used in this report, the terms "we," "us," "our," "Luxfer" and "the Company" mean Luxfer Holdings PLC and its subsidiaries, unless the context indicates another meaning.
In the opinion of management, our financial statements reflect all adjustments, which are only of a normal recurring nature, necessary for presentationthe fair statement of financial statements for interim periods in accordance with U.S. GAAP and with the instructions to Form 10-Q in Article 10 of Securities and Exchange Commission (SEC) Regulation S-X.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and any such differences may be material to our financial statements.
Our fiscal year ends on December 31. We report our interim quarterly periods on a 13-week quarter basis, ending on a Sunday. The FirstThird Quarter 2022, ended March 27,on September 25, 2022, and the FirstThird Quarter 2021, ended March 28,on September 26, 2021.
Impact of COVID-19 on the Financial Statements
Demand from most end-markets we serve continues to improve in to 2022, following a period of recovery in 2021 from the adverse impact of COVID-19, which began in March 2020. The global political environment has become increasingly uncertain, combined with sharp recovery in demand and supply chain challenges, has resulted in some adverse business impacts, including increased material cost inflation on key inputs (including magnesium, aluminum and carbon fiber), labor availability issues and energy and transport cost increases.
Currently, our expectation is that the impact of material and energy cost inflation and labor and transport constraints will continue at least throughout 2022, but it is our intention to pass through inflation to our customers where possible.
Accounting standards issued but not yet effective
None expected tothat will be material to the Company.

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6

2.    Earnings per share

Basic earnings per share are computed by dividing net income or loss for the period by the weighted-average number of ordinary shares outstanding, net of Treasurytreasury shares and shares held in ESOP. Diluted earnings per share are computed by dividing net income or loss for the period by the weighted average number of ordinary shares outstanding and the dilutive ordinary shares equivalents.
Basic and diluted earnings per share were calculated as follows:
Third QuarterYear-to-date
In millions except share and per-share data2022202120222021
Basic earnings:
Net income from continuing operations$8.5 $6.0 $25.8 $26.5 
Net (loss) / income from discontinued operations(0.5)(1.2)(0.9)3.8 
Net income$8.0 $4.8 $24.9 $30.3 
Weighted average number of £0.50 ordinary shares:
For basic earnings per share27,295,862 27,722,472 27,403,844 27,718,874 
Dilutive effect of potential common stock229,452 311,260 249,042 353,281 
For diluted earnings per share27,525,314 28,033,732 27,652,886 28,072,155 
Earnings / (loss) per share using weighted average number of ordinary shares outstanding(1):
Basic earnings per ordinary share for continuing operations$0.31 $0.22 $0.94 $0.96 
Basic (loss) / earnings per ordinary share for discontinued operations(0.02)(0.04)(0.03)0.14 
Basic earnings per ordinary share$0.29 $0.17 $0.91 $1.09 
Diluted earnings per ordinary share for continuing operations$0.31 $0.21 $0.93 $0.94 
Diluted (loss) / earnings per ordinary share for discontinued operations(0.02)(0.04)(0.03)0.14 
Diluted earnings per ordinary share$0.29 $0.17 $0.90 $1.08 
First Quarter
In millions except share and per-share data20222021
Basic earnings:
Net income from continuing operations$7.7 $8.6 
Net (loss) / income from discontinued operations(0.1)5.9 
Net income$7.6 $14.5 
Weighted average number of £0.50 ordinary shares:
For basic earnings per share27,490,741 27,658,871 
Dilutive effect of potential common stock205,377 398,452 
For diluted earnings per share27,696,118 28,057,323 
Earnings / (loss) per share using weighted average number of ordinary shares outstanding:(1)
Basic earnings per ordinary share for continuing operations$0.28 $0.31 
Basic (loss) / earnings per ordinary share for discontinued operations$— $0.21 
Basic earnings per ordinary share$0.28 $0.52 
Diluted earnings per ordinary share for continuing activities$0.28 $0.31 
Diluted (loss) / earnings per ordinary share for discontinued operations$— $0.21 
Diluted earnings per ordinary share$0.28 $0.52 

(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.total
In the firstthird quarter of 2022 and 2021 and year-to-date 2022, basic average shares outstanding and diluted average shares outstanding were the same for discontinued operations because the effect of potential shares of common stock was anti-dilutive since the Company generated a net loss from discontinued operations. As a result, 205,377 shares combined were not included in the computation of diluted EPS for discontinued operations for the first quarter of 2022.
.
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3.    Net salesSales
Disaggregated sales disclosures for the quartersquarter and year-to-date ended March 27,September 25, 2022, and March 28,September 26, 2021, are included below and in Note 14, SegmentSegmental Information.
First Quarter
20222021
In millionsGas CylindersElektronTotalGas CylindersElektronTotal
General industrial$8.4 $26.9 $35.3 $5.8 $21.7 $27.5 
Transportation16.9 12.9 29.8 14.9 11.8 26.7 
Defense, First Response & Healthcare17.1 14.8 31.9 15.5 15.5 31.0 
$42.4 $54.6 $97.0 $36.2 $49.0 $85.2 
Third Quarter
20222021
In millionsGas CylindersElektronTotalGas CylindersElektronTotal
General industrial$7.0 $31.0 $38.0 $7.6 $21.6 $29.2 
Transportation17.9 11.3 29.2 19.7 11.4 31.1 
Defense, First Response & Healthcare18.5 14.5 33.0 18.3 12.6 30.9 
$43.4 $56.8 $100.2 $45.6 $45.6 $91.2 
Year-to-date
20222021
In millionsGas CylindersElektronTotalGas CylindersElektronTotal
General industrial$23.7 $90.1 $113.8 $23.3 $69.0 $92.3 
Transportation53.9 40.4 94.3 50.7 35.1 85.8 
Defense, First Response & Healthcare54.3 44.3 98.6 54.3 43.0 97.3 
$131.9 $174.8 $306.7 $128.3 $147.1 $275.4 
The Company’s performance obligations are satisfied at a point in time. With the classificationreclassification of our Superform business as discontinued operations, none of the Company's revenue from continuing operations is satisfied over time. As a result, the Company's contract receivables, contract assets and contract liabilities are included within current assets and liabilities held-for-sale.
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4.    Restructuring charges
The $1.4$0.3 million (2021: $0.5 million) and $2.0 million restructuring chargecharges (2021: $2.1 million) in the third quarter and first nine months of 2022, relates solely to costs associated with the closurerespectively, included $0.3 million (2021: $0.3 million) and $1.8 million (2021: $1.0 million), respectively, of Luxfer Gas Cylinders France, which ceased operations in 2019.
The $1.4 million restructuring charge in 2021 included $0.5 million offurther costs associated with the closure of Luxfer Gas Cylinders France, and $0.9was largely legal and professional fees. In addition $0.2 million of costs were incurred in the second quarter of 2022 relating to one-time employee termination benefits in the Elektron division in relation to rationalization activitythe consolidation of production facilities in the Magnesium Powders operations.
The first nine months of 2021 also includes $0.9 million primarily of one-time employee termination benefits in the Elektron segment, which included $0.1 million of asset and inventory impairments,division, largely in relation to the planned divestiture of our small Luxfer Magtech production facility in Ontario, Canada.
Restructuring-related costs included within Restructuring charges in the Condensed Consolidated Financial Statements by reportable segment were as follows:
Third QuarterYear-to-date
In millions2022202120222021
Severance and related costs
Gas Cylinders$0.3 $0.5 $1.8 $1.1 
Elektron— — 0.2 1.0 
Total restructuring charges$0.3 $0.5 $2.0 $2.1 
First Quarter
In millions20222021
Severance and related costs
Gas Cylinders segment$1.4 $0.5 
Elektron segment— 0.9 
Total restructuring charges$1.4 $1.4 
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4.    Restructuring (continued)

Activity related to restructuring, recorded in Other current liabilities in the consolidated balance sheets is summarized as follows:
In millions2022
Balance at January 1, 2022$11.7 
Costs incurred1.42.0 
Cash payments and other(6.6)(9.8)
Balance at March 27, 2022September 25,$6.53.9 

5.    AcquisitionsAcquisition and acquisition-relateddisposal related costs
Acquisition-related costs of $0.2 million in the First Quarters of 2022 and 2021 represent professional fees incurred in relation to the SCI acquisition.
On March 15, 2021 the Company completed the acquisition of the Structural Composites Industries LLC ("SCI")(SCI) business of Worthington Industries, Inc., based in Pomona, California, for $19.3 million cash consideration. The acquisition of SCI strengthens Luxfer’s composite cylinder offerings and aligns with recent investment to enhance our alternative fuel capabilities to capitalize on the growing compressed natural gas (CNG) and hydrogen opportunities.
The fair valueAcquisition-related costs of assets$0.3 million in the first nine months of 2022 and liabilities acquired are as follows:
In millions
Accounts and other receivables$4.7
Inventories6.7
Property, plant and equipment7.8
Customer relationships1.8
Less:
Accounts payable(1.7)
Net assets acquired19.3
Purchase consideration$19.3
$1.5 million in the first nine months of 2021 represent transitional costs and professional fees incurred in relation to the SCI acquisition.

6.    Other charges
There were no other charges in the first quarternine months of 2022. Other charges of $1.1 million in the First Quarterfirst nine months of 2021 relatedrelates to the settlement of a class action lawsuit in the Gas Cylinders segment in relation to an alleged historic violation of the Californian Labor Code, concerning a Human Resources administration matter.
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7.    Supplementary balance sheet information
March 27,December 31,
In millions20222021
Accounts and other receivables
Trade receivables$59.7 $45.8 
Related parties0.1 0.1
Prepayments and accrued income5.18.5
Derivative financial instruments0.30.1
Deferred consideration1.01.0
Other receivables3.42.3
Total accounts and other receivables$69.6 $57.8 
Inventories
Raw materials and supplies$49.1 $39.3 
Work-in-process31.0 26.7 
Finished goods25.8 24.5 
Total inventories$105.9 $90.5 
Property, plant and equipment, net
Land, buildings and leasehold improvements$60.2 $64.6 
Machinery and equipment263.1 266.3 
Construction in progress8.7 8.4 
Total property, plant and equipment332.0 339.3 
Accumulated depreciation and impairment(249.0)(251.8)
Total property, plant and equipment, net$83.0 $87.5 
Other current liabilities
Short term provision$0.2 $0.2 
Restructuring provision6.5 11.7 
Derivative financial instruments0.1 0.1 
Operating lease liability4.5 3.0 
Dividend payable3.6 — 
Advance payments4.6 4.6 
Total other current liabilities$19.5 $19.6 
Other non-current liabilities
Contingent liabilities$1.4 $1.8 
Operating lease liability17.2 9.8 
Other non-current liabilities0.2 — 
Total other non-current liabilities$18.8 $11.6 






September 25,December 31,
In millions20222021
Accounts and other receivables
Trade receivables$54.0 $45.8 
Related parties0.1 0.1
Prepayments and accrued income6.58.5
Derivative financial instruments0.70.1
Deferred consideration1.01.0
Other receivables3.82.3
Total accounts and other receivables$66.1 $57.8 
Inventories
Raw materials and supplies$44.1 $39.3 
Work-in-process41.8 26.7 
Finished goods25.7 24.5 
Total inventories$111.6 $90.5 
Property, plant and equipment, net
Land, buildings and leasehold improvements$56.8 $64.6 
Machinery and equipment241.1 266.3 
Construction in progress8.8 8.4 
Total property, plant and equipment306.7 339.3 
Accumulated depreciation and impairment(231.7)(251.8)
Total property, plant and equipment, net$75.0 $87.5 
Other current liabilities
Restructuring provision$3.9 $11.7 
Short term provision1.0 0.2 
Derivative financial instruments0.7 0.1 
Operating lease liability4.5 3.0 
Advance payments2.5 4.6 
Total other current liabilities$12.6 $19.6 
Other non-current liabilities
Contingent liabilities$0.6 $1.8 
Operating lease liability18.8 9.8 
Other non-current liabilities0.1 — 
Total other non-current liabilities$19.5 $11.6 

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8.     Goodwill and other identifiable intangible assets
Changes in goodwill during the First Quarter,first nine months ended March 27,September 25, 2022, were as follows:
In millionsGas CylindersElektronTotal
At January 1, 2022$27.6 $42.1 $69.7 
Exchange difference(0.6)(0.2)(0.8)
Balance at March 27, 2022$27.0 $41.9 $68.9 
In millionsGas CylindersElektronTotal
At January 1, 2022$27.6 $42.1 $69.7 
Exchange difference(4.5)(2.7)(7.2)
Net balance at September 25, 2022$23.1 $39.4 $62.5 
Accumulated goodwill impairment losses in relation to continuing activities were $8.0 million as of September 25, 2022 and December 31, 2021.

Identifiable intangible assets consisted of the following:

 Customer relationshipsTechnology and trading relatedTotal
$M$M$M
Cost:   
At January 1, 202215.2 8.2 23.4 
Exchange movements— (0.1)(0.1)
At March 27, 202215.2 8.1 23.3 
Accumulated amortization:  
At January 1, 20225.7 4.0 9.7 
Provided during the year0.1 0.1 0.2 
At March 27, 20225.8 4.1 9.9 
Net book values:  
At January 1, 20229.5 4.2 13.7 
At March 27, 20229.4 4.0 13.4 
In millionsCustomer relationshipsTechnology and trading relatedTotal
Cost:   
At January 1, 2022$15.2 $8.2 $23.4 
Exchange movements— (1.4)(1.4)
At September 25, 2022$15.2 $6.8 $22.0 
Accumulated amortization:  
At January 1, 2022$5.7 $4.0 $9.7 
Provided during the period0.4 0.2 0.6 
Exchange movements— (0.7)(0.7)
At September 25, 2022$6.1 $3.5 $9.6 
Net book values:  
At January 1, 2022$9.5 $4.2 $13.7 
At September 25, 2022$9.1 $3.3 $12.4 

Identifiable intangible asset amortization expense was $0.2$0.6 million and $0.2$0.7 million for the First Quartersfirst nine months of 2022 and 2021 respectively.

Intangible asset amortization expense during the remainder ofin 2022 and overeach of the next fivefollowing four years is expected to be approximately $0.8 million in 2022 and $1.0 million per year respectively.million.
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9.    Debt

Debt outstanding was as follows:
In millionsMarch 27, 2022December 31, 2021
4.88% Loan Notes due 2023$25.0 $25.0 
4.94% Loan Notes due 202625.0 25.0 
Revolving credit facility36.9 10.8 
Unamortized debt issuance costs(1.0)(1.2)
Total debt$85.9 $59.6 
Less current portion$— $— 
Non-current debt$85.9 $59.6 
In millionsSeptember 25, 2022December 31, 2021
4.88% Loan Notes due 2023$25.0 $25.0 
4.94% Loan Notes due 202625.0 25.0 
Revolving credit facility37.6 10.8 
Unamortized debt issuance costs(0.8)(1.2)
Total debt$86.8 $59.6 
Less current portion$(25.0)$— 
Non-current debt$61.8 $59.6 
The weighted-average interest rate on the revolving credit facility was 2.13%3.60% for the FirstThird Quarter of 2022 and 2.19%1.70% for the full-year 2021.

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9.    Debt (continued)
The maturity profile of the Company's debt, excluding unamortized issuance costs and discounts, is as follows:
In millions20222023202420252026ThereafterTotal
Loan Notes due 2023— 25.0 — — — — 25.0 
Loan Notes due 2026— — — — 25.0 — 25.0 
Revolving credit facility— — — — 36.9 — 36.9 
Total debt$— $25.0 $— $— $61.9 $— $86.9 
In millions20222023202420252026ThereafterTotal
Loan Notes due 2023— 25.0 — — — — 25.0 
Loan Notes due 2026— — — — 25.0 — 25.0 
Revolving credit facility— — — — 37.6 — 37.6 
Total debt$— $25.0 $— $— $62.6 $— $87.6 
Loan notes due and revolving creditshelf facility
The Note Purchase Agreement and Private Shelf Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to March 27,September 25, 2022.
The Loan Notes due 2023 and 2026, the Revolving CreditShelf Facility and the Note Purchase and Private Shelf Agreement are governed by the lawslaw of the State of New York.
Senior Facilities Agreement
During the First Quarterfirst nine months of 2022, we drew down net $26.7$31.7 million on the Revolving Credit Facility and the balance outstanding at March 27,September 25, 2022, was $36.9$37.6 million, and at December 31, 2021, was $10.8 million, with $63.1$62.3 million undrawn at March 27, 2022, and $89.2 million at December 31, 2021.September 25, 2022.
We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to March 27,September 25, 2022.
In October 2021, the Company completed a refinancing of its existing Revolving Credit Facility, extending its tenure to 2026.


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10.    Discontinued Operations
Our Superform aluminum superplastic forming business operating in the U.S. was historically included in the Gas Cylinders segment. As a result of our decision to exit non-strategic aluminum product lines, we have reflected the results of operations of this business as discontinued operations in the Condensed Consolidated Statements of Income for all periods presented. We expect the sale of our Superform business to occur in 2022.
The assets and liabilities of the Superform business have been presented within assets held-for-sale and liabilities held-for-sale in the consolidated balance sheets for 2022 and 2021.
In 2021, our Superform U.K. business was also disclosed within assets and liabilities held-for-sale. The business was sold in September 2021.
Results of discontinued operations in the first nine months of 2022 and 2021 were as follows:
First Quarter
In millions20222021
Net sales$1.7 $9.7 
Cost of goods sold(1.6)(10.1)
Gross profit / (loss)$0.1 $(0.4)
Selling, general and administrative expenses(0.2)(1.4)
Operating loss$(0.1)$(1.8)
Tax credit— 0.2 
Net loss$(0.1)$(1.6)
Third QuarterYear-to-date
In millions2022202120222021
Net sales$1.8 $4.9 $5.5 $19.5 
Cost of goods sold(1.7)(4.7)(4.9)(20.4)
Gross profit/(loss)$0.1 $0.2 $0.6 $(0.9)
Selling, general and administrative expenses(0.1)(1.4)(0.5)(3.1)
Restructuring charges— — (0.3)— 
Acquisition and disposal related costs(0.7)— (0.9)— 
Operating loss$(0.7)$(1.2)$(1.1)$(4.0)
Tax credit0.2 0.5 0.2 1.2 
Net loss$(0.5)$(0.7)$(0.9)$(2.8)


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10.    Discontinued Operations (continued)
Our U.S. aluminum gas cylinder business was sold in March 2021 for $21.0 million. During 2021, $0.8 million of working capital adjustments were made, resulting in final proceeds of $20.2 million.
In the FirstThird Quarter of 2021, the Company sold its U.S. aluminum gas cylindersalso recorded a $0.1 million loss on the sale of the Superform U.K business for $21.0 million, which resultedresulting in a total $0.5 million loss on disposition in the quarter and $6.6 million gain on sale of $7.5 million, net of a $2.0 million tax charge, which was recognizeddisposition in the First Quarter of 2021.year.
In the Second Quarter of 2021, there was a $0.4 million working capital adjustment, reducing the purchase price to $20.6 million and the gain on disposal to $7.1 million.
The assets and liabilities classified as held-for-sale related to discontinued operations were as follows:
Held-for-sale assetsMarch 27,December 31,
In millions20222021
Right-of-use-assets from operating leases3.2 — 
Inventory2.7 2.7 
Accounts and other receivables1.8 2.1 
Held-for-sale assets$7.7 $4.8 
Held-for-sale liabilities
Accounts payable0.5 0.5 
Accrued liabilities0.1 0.1 
Other liabilities0.6 — 
Lease liabilities3.3 0.8 
Held-for-sale liabilities$4.5 $1.4 
Held-for-sale assetsSeptember 25,December 31,
In millions20222021
Right-of-use-assets from operating leases$2.8 $— 
Inventory3.0 2.7 
Accounts and other receivables2.1 2.1 
Held-for-sale assets$7.9 $4.8 
Held-for-sale liabilities
Accounts payable1.1 0.5 
Accrued liabilities0.5 0.1 
Other liabilities0.2 — 
Lease Liabilities3.1 0.8 
Held-for-sale liabilities$4.9 $1.4 
Also included within assets held-for-sale in 2022 and 2021 are land and buildings valued at $4.9$1.2 million, and an additional $3.7 million respectively,in 2021, within our Elektron Segment.
The depreciation and amortization, capital expenditures and significant non-cash items were as follows:
First Quarter
In millions20222021
Cash flows from discontinued operating activities:
Depreciation$— $0.2 
Third QuarterYear-to-date
In millions2022202120222021
Cash flows from discontinued operating activities:
Depreciation$— $0.1 $— $0.4 
Cash balances are swept into the treasury entities at the end of each day, and these sweeps are recorded within operating cash flows in the statements of cash flows.
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11.    Income Taxes
We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.
The effective income tax rate on continuing operations for the Quarterfirst nine months ended March 27,September 25, 2022, was 24.5%21.8%, compared to 21.1%12.0% for the Quarterfirst nine months ended March 28,September 26, 2021. The 2021 rate was impacted by a $2.8 million deferred tax credit as a result of the enacted increase in the U.K. tax rate from 19% to 25% from April 2023.


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12.    Share Plans

Total share-based compensation expense for the quarters ended March 27,September 25, 2022, and March 28,September 26, 2021, was as follows:
First Quarter
In millions20222021
Total share-based compensation charges$0.2 $0.5 
Third QuarterYear-to-date
In millions2022202120222021
Total share-based compensation charges$0.9 $0.8 $1.8 $2.2 
In March 2022, we issued our annual share-based compensation grants under the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan. The total number of awards issued was approximately 167,400 and the weighted average fair value of options granted in 2022 was estimated to be $17.82 per share.
Also in March 2022, approximately 17,000 awards were granted based on the achievement of total shareholder return targets from the period January 1, 2019 to December 31, 2021. 50% of these awards vested immediately upon grant, with the remaining 50% vesting in March 2023.
In May 2022, approximately 19,000 additional awards were granted under the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan. The fair value of options granted was estimated to be $15.00 per share.
In June 2022, we issued our annual share-based compensation grants under the Luxfer Holdings PLC Non-Executive Directors' Equity Incentive Plan. The total number of awards issued was 26,295 and the weighted-average fair value of options granted was estimated to be $15.50 per share.

The following table illustrates the assumptions used in deriving the fair value of share options granted during the First Quarter of 2022 and the year-ended December 31, 2021:
First QuarterYear ended December 31,
20222021
Dividend yield (%)2.27 02.27 0
Expected volatility range (%)42.80 - 59.0342.80 - 59.03
Risk-free interest rate (%)0.04 - 0.240.04 - 0.24
Expected life of share options range (years)0.50 - 4.000.50 - 4.00
Forfeiture rate (%)5.005.00
Weighted average exercise price ($)$1.00$1.00
Models usedBlack-Scholes & Monte-CarloBlack-Scholes & Monte-Carlo
20222021
Dividend yield (%)2.272.27
Expected volatility range (%)42.80 - 59.0342.80 - 59.03
Risk-free interest rate (%)0.04 - 0.240.04 - 0.24
Expected life of share options range (years)0.50 - 4.000.50 - 4.00
Forfeiture rate (%)5.00 5.00 
Weighted average exercise price ($)$1.00$1.00
Model usedBlack-Scholes & Monte-CarloBlack-Scholes & Monte-Carlo
The expected life of the share options is based on historical data and current expectations, and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.


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15

13.    Shareholders' Equity
(a) Dividends paid and proposed
In millions20222021
Dividends declared and paid during the year:
Interim dividend paid February 4, 2021 ($0.125 per ordinary share)$— $3.4 
Interim dividend paid February 2, 2022 ($0.125 per ordinary share)3.4 — 
Interim dividend declared March 10, 2022, and to be paid May 4, 2022 : ($0.130 per ordinary share)3.6 $— 
7.0 3.4 
Third QuarterYear-to-date
In millions2022202120222021
Dividends declared and paid during the year:
Interim dividend declared January 4 2021, and paid February 4, 2021 ($0.125 per ordinary share)$— $— $— $3.4 
Interim dividend declared April 5 2021, and paid May 5, 2021 ($0.125 per ordinary share)— — — 3.4 
Interim dividend declared July 6 2021, and paid August 4, 2021 ($0.125 per ordinary share)— 3.4 — 3.4 
Interim dividend declared January 4 2022, and paid February 2, 2022 ($0.125 per ordinary share)— — 3.4 — — 
Interim dividend declared March 10 2022, and paid May 4, 2022 ($0.130) per ordinary share)— — 3.6 — 
Interim dividend declared July 5 2022, and paid August 3, 2022 ($0.130) per ordinary share)3.6 — 3.6 — 
$3.6 $3.4 $10.6 $10.2 
In millions20222021
Dividends declared and paid after the quarter end (not recognized as a liability at the quarter end):
Interim dividend declared October 5, and to be paid November 3, 2021 ($0.125 per ordinary share)$— $3.4 
Interim dividend declared October 4, and to be paid November 2, 2022 ($0.130 per ordinary share)3.6 — 
$3.6 $3.4 

In millions20222021
Dividends declared and paid after the quarter end (not recognized as a liability at the quarter end):
Interim dividend declared April 5 2021, and paid May 5, 2021: ($0.125 per ordinary share)$— $3.4 
$— $3.4 
In July 2022 the Company made a payment of $0.1 million to cancel the entirety of deferred shares held, $149.8 million was reallocated to additional paid-in capital to reflect the capital reduction in deferred shares.
16

14.    SegmentSegmental Information
We classify our operations into 2two core business segments, Gas Cylinders and Elektron, based primarily on shared economic characteristics for the nature of the products and services; the nature of the production processes; the type or class of customer for their products and services; the methods used to distribute their products or provide their services; and the nature of the regulatory environment. The Company has 4four identified business units, which aggregate into the 2two reportable segments. Luxfer Gas Cylinders forms the Gas Cylinders segment, and Luxfer MEL Technologies, Luxfer Magtech and Luxfer Graphic Arts aggregate into the Elektron segment. The Superform business unit used to aggregate into the Gas Cylinders segment, but is now recognized as discontinued operations. A summary of the operations of the segments is provided below:
Gas Cylinders segment
Our Gas Cylinders segment manufactures and markets specialized products using composites and aluminum, including pressurized cylinders for use in various applications including self-contained breathing apparatus (SCBA) for firefighters, containment of oxygen and other medical gases for healthcare, alternative fuel vehicles, and general industrial.
Elektron segment
Our Elektron segment focuses on specialty materials based primarily on magnesium and zirconium, with key product lines including advanced lightweight magnesium alloys with a variety of uses across a variety of industries; magnesium powders for use in countermeasure flares, as well as heater meals; photoengraving plates for graphic arts; and high-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advanced ceramics, fiber-optic fuel cells, and many other performance products.
Other
Other primarily represents unallocated corporate expense and includes non-service related defined benefit pension cost / credit.
Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated by the chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments as the CEO, using adjusted EBITA(1) and adjusted EBITDA, which we defined as segment income and are based on operating income adjusted for share based compensation charges; loss on disposal of property, plant and equipment; restructuring charges; impairment charges; acquisition and disposal related gains and costs; other charges; depreciation and amortization; and defined benefit pension credit.unwind of the discount on deferred consideration.
1 Adjusted EBITA is adjusted EBITDA less depreciation
Unallocated assets and liabilities include those which are held on behalf of the Company and cannot be allocated to a segment, such as taxation, investments, cash, retirement benefits obligations, bank and other loans and holding company assets and liabilities.
(1) Adjusted EBITAFinancial information by reportable segment for the Third Quarter and year-to-date ended September 25, 2022, and September 26, 2021, is adjusted EBITDA less depreciation.included in the following summary:
Net salesAdjusted EBITDA
Third QuarterYear-to-dateThird QuarterYear-to-date
In millions20222021202220212022202120222021
Gas Cylinders segment$43.4 $45.6 $131.9 $128.3 $3.4 $5.4 $9.8 $16.7 
Elektron segment56.8 45.6 174.8 147.1 12.7 8.4 39.3 32.1 
Consolidated$100.2 $91.2 $306.7 $275.4 $16.1 $13.8 $49.1 $48.8 
Depreciation and amortizationRestructuring charges
Third QuarterYear-to-dateThird QuarterYear-to-date
In millions20222021202220212022202120222021
Gas Cylinders segment$1.2 $1.4 $3.8 $3.9 $0.3 $0.5 $1.8 $1.1 
Elektron segment2.1 2.4 6.6 7.3 — — 0.2 1.0 
Consolidated$3.3 $3.8 $10.4 $11.2 $0.3 $0.5 $2.0 $2.1 

1417

14.    SegmentSegmental Information (continued)
Total assetsCapital expenditures
September 25,December 31,Third QuarterYear-to-date
In millions202220212022202120222021
Gas Cylinders segment$131.0 $122.7 $0.4 $0.2 $0.8 $0.7 
Elektron segment213.1 206.5 2.1 1.8 4.7 4.9 
Other40.4 34.8 — — — — 
Discontinued operations$7.9 $4.8 $— $— $— $— 
Consolidated$392.4 $368.8 $2.5 $2.0 $5.5 $5.6 
Financial information by reportable segment for the Quarters ended March 27, 2022, and March 28, 2021, is included in the following summary:
Net salesAdjusted EBITDA
First QuarterFirst Quarter
In millions2022202120222021
Gas Cylinders segment$42.4 $36.2 $2.7 $6.0 
Elektron segment54.6 49.0 13.4 11.7 
Consolidated$97.0 $85.2 $16.1 $17.7 
Depreciation and amortizationRestructuring charges
First QuarterFirst Quarter
In millions2022202120222021
Gas Cylinders segment$1.4 $0.9 $1.4 $0.5 
Elektron segment2.3 2.5 — 0.9 
Consolidated$3.7 $3.4 $1.4 $1.4 
Total assetsCapital expenditures
First QuarterDecember 31,First Quarter
In millions2022202120222021
Gas Cylinders segment$140.0 $122.7 $0.2 $0.3 
Elektron segment222.5 206.5 0.8 1.2 
Other44.3 34.8 — — 
Discontinued operations7.7 4.8 — — 
Consolidated$414.5 $368.8 $1.0 $1.5 
Property, plant and equipment, net
First QuarterDecember 31,
In millions20222021
United States$44.0 $46.9 
United Kingdom34.6 36.0 
Canada3.2 3.3 
Rest of Europe1.0 1.0 
Asia Pacific0.2 0.3 
$83.0 $87.5 
Property, plant and equipment, net
September 25,December 31,
In millions20222021
U.S.$42.2 $46.9 
United Kingdom28.8 36.0 
Canada2.9 3.3 
Rest of Europe0.9 1.0 
Asia Pacific0.2 0.3 
$75.0 $87.5 
The following table presents a reconciliation of Adjusted EBITDA to net income from continuing operations:
First Quarter
In millions20222021
Adjusted EBITDA$16.1 $17.7 
Other share-based compensation charges(0.2)(0.5)
Depreciation and amortization(3.7)(3.4)
Restructuring charges(1.4)(1.4)
Acquisition costs(0.2)(0.2)
Other charges— (1.1)
Defined benefits pension credit0.4 0.6 
Interest expense, net(0.8)(0.8)
Provision for income taxes(2.5)(2.3)
Net income from continuing operations$7.7 $8.6 

15

14.    Segmental Information (continued)
Third QuarterYear-to-date
In millions2022202120222021
Adjusted EBITDA$16.1 $13.8 $49.1 $48.8 
Other share-based compensation charges(0.9)(0.8)(1.8)(2.2)
Depreciation and amortization(3.3)(3.8)(10.4)(11.2)
Gain on disposal of property, plant and equipment— — 0.2 — 
Restructuring charges(0.3)(0.5)(2.0)(2.1)
Acquisition and disposal related costs— (0.6)(0.3)(1.5)
Other charges— — — (1.1)
Defined benefits pension credit0.2 0.6 0.9 1.8 
Interest expense, net(1.0)(0.8)(2.7)(2.4)
Net income before income taxes from continuing operations$10.8 $7.9 $33.0 $30.1 
The following tables present certain geographic information by geographic region for the FirstThird Quarter ended March 27,September 25, 2022, and March 28,September 26, 2021:
Net Sales(1)
20222021
$MPercent$MPercent
United States$55.3 57.0 %$46.7 54.9 %
U.K.5.4 5.6 %5.3 6.2 %
Germany4.5 4.6 %3.7 4.3 %
Italy3.5 3.6 %3.6 4.2 %
France2.3 2.4 %3.3 3.9 %
Top five countries$71.0 73.2 %$62.6 73.5 %
Rest of Europe6.0 6.2 %7.1 8.3 %
Asia Pacific14.6 15.0 %11.0 12.9 %
Other (2)
5.4 5.6 %4.5 5.3 %
$97.0 $85.2 

Net Sales(1)
Third QuarterYear-to-date
2022202120222021
$MPercent$MPercent$MPercent$MPercent
United States$57.0 56.8 %$49.4 54.2 %$174.0 56.8 %$151.8 55.1 %
U.K.4.6 4.6 %6.5 7.1 %16.0 5.2 %17.5 6.4 %
Germany4.4 4.4 %5.1 5.6 %15.3 5.0 %13.2 4.8 %
France1.8 1.8 %2.6 2.9 %6.7 2.2 %9.3 3.4 %
Italy2.5 2.5 %3.5 3.8 %8.4 2.7 %9.5 3.4 %
Top five countries$70.3 70.1 %$67.1 73.6 %$220.4 71.9 %$201.3 73.1 %
Rest of Europe6.7 6.7 %4.9 5.4 %19.1 6.2 %19.0 6.9 %
Asia Pacific18.3 18.3 %13.7 15.0 %50.7 16.5 %38.1 13.8 %
Other (2)
4.9 4.9 %5.5 6.0 %16.5 5.4 %17.0 6.2 %
$100.2 $91.2 $306.7 $275.4 
(1) Net sales are based on the geographic destination of sale.
(2) Other includes Canada, South America, Latin America and Africa.
18

15.     Commitments and Contingencies
Committed and uncommitted banking facilities
The Company had committed banking facilities of $100.0 million at March 27,September 25, 2022 and December 31, 2021. Of these committed facilities, $36.9$37.6 million was drawn at March 27,September 25, 2022 and $10.8 million at December 31, 2021. The Company also had an additional $50.0 million of uncommitted facilities through an accordianaccordion provision.
The Company also has 2a separate uncommitted(uncommitted) bonding facility for bank guarantee facilities, 1guarantees, denominated in GBP sterling of £0.5 million (2022: $0.7or $0.5 million 2021:(2021: £0.6 million or $0.9 million), and 1 denominated in USD of $0.9 million (2021: $1.5 million). Of that dominated in GBP, £0.1 million ($0.20.1 million) and £0.1 million ($0.2 million) was utilized at March 27,September 25, 2022, and December 31, 2021, respectively. Of that denominated in USD,
The Company has a separate (uncommitted) facility for letters of credit, which at September 25, 2022, was $2.0 million (2021: $1.5 million). $1.1 million and $0.9 million of this was utilized at March 27,September 25, 2022, and December 31, 2021, respectively.
The Company also has a $4.0 million separate overdraft facility of which none was drawn at March 27,September 25, 2022 and at December 31, 2021.
Contingencies
In November 2018, an alleged explosion occurred at a third-party waste disposal and treatment site in Boise, Idaho, reportedly causing property damage, personal injury, and one fatality. We had contracted with a service company for removal and disposal of certain waste resulting from the magnesium powder manufacturing operations at the Reade facility in Lakehurst, New Jersey. We believe this service company, in turn, apparently contracted with the third-party disposal company, at whose facility the explosion occurred, for treatment and disposal of the waste. In November 2020, we were named as a defendant in 3three lawsuits in relation to the incident – 1- one by the third-party disposal company, 1one by the estate of the decedent, and 1one by an injured employee of the third-party disposal company. At present, we have received insufficient information on the cause of the explosion. We do not believe that we are liable for the incident, have asserted such, and, therefore, do not currently expect this matter to have a material impact on the Company’s financial position or results of operations.

16. Subsequent Events
No material events.
1619

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations
Information regarding forward-looking statements
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:
•general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;
•worldwide economic and business conditions and conditions in the industries in which we operate;
•post-pandemic impact of COVID-19 and future pandemics;
•fluctuations in the cost and / or availability of of raw materials, labor and utilities,energy, as well as our ability to pass on cost increases to customers;
•currency fluctuations and other financial risks;
•our ability to protect our intellectual property;
•the significant amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;
•relationships with our customers and suppliers;
•increased competition from other companies in the industries in which we operate;
•changing technology;
•our ability to execute and integrate new acquisitions;
•claims for personal injury, death or property damage arising from the use of products produced by us;
•the occurrence of accidents or other interruptions to our production processes;
•changes in our business strategy or development plans, and our expected level of capital expenditure;
•our ability to attract and retain qualified personnel;
•restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;
•climate change regulations and the potential impact on energy costs;
•regulatory, environmental, legislative and judicial developments; and
•our intention to pay dividends.
Please read the sections "Business,""Business" and "Risk factors,"factors" included within the 2021 Annual Report on Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Risk factors" of this Interim Report on Form 10-Q for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.
1720

About Luxfer
Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") is a global manufacturer of highly-engineered industrial company innovating niche applications in materials, engineering. Luxferwhich focuses on value creation by using its broad array of technical know-how and proprietary technologies. Luxfer's high-performance materials, components and high-pressure gas containment devicesproducts are used in defense firstand emergency response, and healthcare, transportation, and general industrial applications.settings. For more information, visit www.luxfer.com.
Key trends and uncertainties regarding our existing business
Update on ongoing challenging global macro environment and related impact on supply chain disruption

Demand from most end-markets we serve has continued to improve following the adverse impact of COVID-19
on volumes, notably in 2020. This sharp recovery in demand across the global macro environment has resulted in supply chain challenges characterized by significant increases in material cost inflation on key inputs (including magnesium, aluminum and carbon fiber), labor availability issues and energy and transport cost increases. Additionally, in the prior year we were faced with two critical suppliers of magnesium and zirconium respectively declaring force majeure, of which the former remains in place. The developingcontinuing conflict in Ukraine which has resulted in punitive sanctions against the Russian Federation has further exacerbated the availability
and price of certain raw materials and energy supplies. In response to the supply chain disruption, we have been
successful in securing alternative sources of supply for key material inputs affected by force majeure.
Furthermore, in the majority of cases, we are able to pass through inflation to our customers. Currently, our
expectation is that the impact of material availability / inflation and energy cost inflation and labor and transport
constraints will continue into at least the second half of 2022;2023; that we will be able to source sufficient material to meet demand and that in the majority of cases we expect to be able to pass on cost increases. However the outlook remains highly uncertain with both the size and timing of future cost increases difficult to predict.

Impact of conflict in Ukraine

However the outlook remains highly uncertain with both the size and timing of future cost increases difficult to predict. The Russian invasion of Ukraine and ongoing military conflict which commenced on February 24, 2022, has resulted in massive displacement of the Ukrainian population and huge disruption to its economy. Wide-rangingWide ranging sanctions have been imposed on the Russian Federation by the international community, targeting individuals, banks, businesses, funds transfers and imports and exports and are expected to have a significant adverse impact on Russia's economy as well as on international businesses active in the region. The impact on Luxfer is not expected to be significant as we have no direct operations in the region, and our sales to Russia and Ukraine combined typically represent less than one percent of total revenue by destination. Furthermore, neither country is a critical supplier of our raw material needs, and while Russia is a major global exporter of magnesium, we are able to source the metal from various alternative locations, including China, Israel, Turkey and the United States.

Operating objectives and trends
In 2022, we expect the following operating objectives and trends to impact our business:
•Organic growth initiatives with particular focus on revenue from new products;
•Actions to ensure continuity of supply of critical materials and services while safeguarding margins;margins amid inflationary pressures;
•Proactive response on health and well-being of employees, post pandemic, including continuous improvement on safety;
•Targeted improvements in ESG standing through investment in new projects;
•Continued focus on recruiting and developing talent and driving a high-performance culture; and
•Continued focus on operating cash generation leveraging our recent years' of restructuring activity and targeting strong working capital performance.

1821

CONSOLIDATED RESULTS FROM CONTINUINGOF OPERATIONS
The consolidated results from continuingof operations for the First QuartersThird Quarter of 2022 and 2021 of Luxfer were as follows:
First Quarter% / point change
In millions202220212022 v 2021
Net sales$97.0 $85.2 13.8 %
Cost of goods sold(72.8)(60.0)21.3 %
Gross profit24.2 25.2 (4.0)%
     % of net sales24.9 %29.6 %(4.7)
Selling, general and administrative expenses(10.7)(10.6)0.9 %
     % of net sales11.0 %12.4 %(1.4)
Research and development(1.3)(0.8)62.5 %
     % of net sales1.3 %0.9 %0.4 
Restructuring charges(1.4)(1.4)— %
     % of net sales1.4 %1.6 %(0.2)
Acquisition-related costs(0.2)(0.2)— %
     % of net sales0.2 %0.2 %— 
Other charges— (1.1)n/a
     % of net sales— %1.3 %(1.3)
Operating income10.6 11.1 (4.5)%
     % of net sales10.9 %13.0 %(2.1)
Net interest expense(0.8)(0.8)— %
     % of net sales0.8 %0.9 %(0.1)
Defined benefit pension credit0.4 0.6 (33.3)%
     % of net sales0.4 %0.7 %(0.3)
Income before income taxes10.2 10.9 (6.4)%
     % of net sales10.5 %12.8 %(2.3)
Provision for income taxes(2.5)(2.3)8.7 %
     Effective tax rate24.5 %21.1 %3.4 
Net income / (loss)$7.7 $8.6 (10.5)%
     % of net sales7.9 %10.1 %(2.2)
Third Quarter% / point change
In millions202220212022 v 2021
Net sales$100.2 $91.2 9.9 %
Cost of goods sold(77.0)(70.1)9.8 %
Gross profit23.2 21.1 10.0 %
     % of net sales23.2 %23.1 %0.1 
Selling, general and administrative expenses(10.3)(10.6)(2.8)%
     % of net sales10.3 %11.6 %(1.3)
Research and development(1.0)(1.3)(23.1)%
     % of net sales1.0 %1.4 %(0.4)
Restructuring charges(0.3)(0.5)(40.0)%
     % of net sales0.3 %0.5 %(0.2)
Acquisition and disposal related costs— (0.6)(100.0)%
     % of net sales— %(0.7)%0.7 
Operating income$11.6 $8.1 43.2 %
     % of net sales11.6 %8.9 %2.7 
Net interest expense(1.0)(0.8)25.0 %
     % of net sales1.0 %0.9 %0.1 
Defined benefit pension credit0.2 0.6 (66.7)%
     % of net sales0.2 %0.7 %(0.5)
Income before income taxes$10.8 $7.9 36.7 %
     % of net sales10.8 %8.7 %2.1 
Provision for income taxes(2.3)(1.9)21.1 %
     Effective tax rate21.3 %24.1 %(2.8)
Net income from continuing activities$8.5 $6.0 41.7 %
     % of net sales8.5 %6.6 %1.9 













1922

The consolidated results of operations for the nine months of 2022 and 2021 of Luxfer were as follows:
Year-to-date% / point change
In millions202220212022 v 2021
Net sales$306.7 275.4 11.4 %
Cost of goods sold(233.6)(203.2)15.0 %
Gross profit73.1 72.2 1.2 %
% of net sales23.8 %26.2 %(2.4)
Selling, general and administrative expenses(32.5)(33.9)(4.1)%
% of net sales10.6 %12.3 %(1.7)
Research and development(3.5)(2.9)20.7 %
% of net sales1.1 %1.1 %— 
Restructuring charges(2.0)(2.1)(4.8)%
% of net sales0.7 %0.8 %(0.1)
Acquisition and disposal related costs(0.3)(1.5)(80.0)%
% of net sales0.1 %(0.5)%0.6 
Other charges— (1.1)n/a
% of net sales— %0.4 %(0.4)
Operating income34.8 30.7 13.4 %
% of net sales11.3 %11.1 %0.2 
Net interest expense(2.7)(2.4)12.5 %
% of net sales0.9 %0.9 %— 
Defined benefit pension credit0.9 1.8 (50.0)%
% of net sales0.3 %0.7 %(0.4)
Income from continuing operations33.0 30.1 9.6 %
% of net sales10.8 %10.9 %(0.1)
Provision for income taxes(7.2)(3.6)100.0 %
Effective tax rate21.8 %12.0 %9.8 
Net income from continuing operations$25.8 $26.5 (2.6)%
% of net sales8.4 %9.6 %(1.2)
23

Net sales
Adjusting for foreign exchange headwinds of $4.9 million and $9.8 million, net sales have increased by 15.2% and 14.9% in the third quarter and first nine months of 2022 respectively. The passing through of material cost inflation, where not constrained by contract, accounted for approximately 11%14.6% and 13.0% of the 13.8% increase in consolidated net sales in the third quarter and first nine months, respectively, of 2022 from 2021. Furthermore, there was a benefit in the quarter from:
•Additional contribution to net sales in Luxfer Gas Cylinders of $7.1 million due to the acquisition of SCI at the end of the first quarter, 2021, which primarily impacted sales of cylinders used in aerospace and alternative fuels applications;
•Growth inIncreased sales of magnesium powders used in both military and commercial flares;
•Increased sales in our zirconium products; andapplications;
•Increased demand for industrial aluminumcomposite cylinders used in gas calibration.aerospace and medical applications, although constrained by historical contractual prices;
•Increased sales of magnesium alloys, especially those used in aerospace applications; and
•Higher demand for our zirconium products particularly in industrial applications.
These increases were partially offset by:
•Unfavorable foreign exchange variances of $1.2 million;as highlighted above;
•DecreasedSoftening sales of flameless ration heaters ("FRH") and chemicalChemical detection kits, in Luxfer Magtech; and
•LowerAlternative fuel cylinders down on strong quarter in prior year.
Further to the above, the first nine months of the year were also affected by:
•Increased sales of magnesium powders used in alternative fuel (AF) cylinders, excluding SCI, due to timing of orders.military applications; and

•Higher demand for photo-engraving plates
Gross profit
The 4.72.4 percentage point decrease in gross profit as a percentage of sales in the first nine months of 2022 from 2021 was primarily the result of increased material and labor costs and other supply chain investments to overcome disruption, not fully covered by price increases, particularly in the Gas Cylinders Division.
The 0.1 percentage point increase in gross profit as well as lower marginsa percentage of sales in SCI.the third quarter of 2022 from 2021 is a result of positive sales mix between the Elektron and Gas Cylinders Division offsetting the impact of fixed-priced contracts in the Gas Cylinders Division.

Selling, general and administrative expenses ("SG&A")
SG&A costs as a percentage of sales in 2022 from 2021 has decreased by 1.41.3 percentage points and 1.7 percentage points in the quarter and first nine months respectively, largely due to the impact of price increases on revenue, as well as cost reduction programs effected in the prior year. We have also benefited from foreign currency translation of $1.0 million and $1.6 million in the quarter and first nine months respectively.

Research and development costs
Research and development costcosts as a percentage of sales increaseddecreased by 0.4 percentage points in the third quarter and remained flat for the first nine months of 2022 relative to 2021 or $0.5respectively. The reduction in the quarter has brought the year-to-date spend in line with the prior year. There has been a $0.1 million as activity levels picked up as we recovered fromimpact due to foreign exchange, accounting for half of the COVID-19 economic downturn.percentage point reduction.

Restructuring charges
The $1.4$0.3 million and $2.0 million restructuring charge in the third quarter and first nine months of 2022 relates solelypredominantly to costs associated with the closure of Luxfer Gas Cylinders France, which ceased operations in 2019. There was $0.2 million recognized in the second quarter of 2022 relating to one-time employee termination benefits in the Elektron division in relation to the consolidation of production facilities in the Magnesium Powders operations.
The $1.4$0.5 million and $2.1 million restructuring charge in the third quarter and first nine months of 2021 included $0.5$0.3 million as a resultand $1.1 million respectively of further costs associated with the previously announced closure of Luxfer Gas Cylinders France, which wereand was largely legal and professional fees; and $0.9Mfees. The first nine months of 2021 also includes $0.9 million of one-time employee termination benefits in the Elektron division, largely in relation to the planned divestiture of our small Luxfer MagtechElektron production facility in Ontario, Canada.
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Acquisition-relatedAcquisition and disposal related costs
Acquisition relatedNet costs of $0.2$0.3 million incurred in the first nine months of 2022 and $0.6 million and $1.5 million in 2022the third quarter and first nine months of 2021 respectively, represents amounts incurred in relation to the acquisition of SCI.Structural Composites Industries.

Other charges
Other charges in the First Quarterfirst nine months of 2021 relates to the settlement of a class action lawsuit in the Gas Cylinders segment in relation to an alleged historic violation of the Californian Labor Code, concerning aan Human Resources administration matter.



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Net interest expense
Net interest expense of $1.0 million in the third quarter of 2022 increased $0.2 million from $0.8 million in the third quarter 2021,due to combination of increased interest rates and higher drawings. Interest expense of $2.7 million in the first nine months of 2022 was flat compared to 2021 as average debt levels were consistent year-over-year.also higher than the $2.4 million in the first nine months of 2021.

Defined benefit pension credit
The $0.2$0.4 million and $0.9 million decrease in defined benefit pension credit to $0.4$0.2 million and $0.9 million in the third quarter and first nine months of 2022 from $0.6 million and $1.8 million in 2021 is primarily due to the combined effect on the U.K. plan of lower projected asset returns and a higher inflation projection.projection coupled with the weakening of the pound sterling.

Provision for income taxes
The movement in the statutory effective tax rate from 21.1%12.0% in 2021, to 24.5%21.8% in 2022, was impacted primarily bydue to the impact of the enacted tax rate change in geographic profit mix.the U.K. in 2021, which is due to rise from 19% to 25% in April 2023. The subsequent increase in the value of deferred tax assets related to our defined benefit pension plan resulted in a credit of $2.2 million recorded in our tax charge in the second quarter of 2021. When stripping out the effectimpact of this, as well as other less significant adjusting items, the non-deductible restructuring expenses, our adjusted effective tax rate has increased to 22.0%21.5% in 2022 from 20.4%21.2% in 2021.

2021, largely as a result of jurisdictional profit mix.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES FROM CONTINUING OPERATIONS
The following table of non-GAAP summary financial data presents a reconciliation of net income to adjusted net income for the periods presented, being the most comparable GAAP measure. 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 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 and adjusted earnings per share in isolation as an alternative to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability.
First Quarter
In millions except per share data20222021
Net income$7.7 $8.6 
Accounting charges relating to acquisitions and disposals of businesses:
     Amortization on acquired intangibles0.2 0.2 
     Acquisition costs0.2 0.2 
Defined benefit pension credit(0.4)(0.6)
Restructuring charges1.4 1.4 
Other charges— 1.1 
Share-based compensation charges0.2 0.5 
Income tax on adjusted items(0.1)(0.5)
Adjusted net income$9.2 $10.9 
Adjusted earnings per ordinary share
Diluted earnings per ordinary share$0.28 $0.31 
Impact of adjusted items0.05 0.08 
Adjusted diluted earnings per ordinary share(1)
$0.33 $0.39 
Third QuarterYear-to-date
In millions except per share data2022202120222021
Net income from continuing operations$8.5 $6.0 $25.8 $26.5 
Accounting charges relating to acquisitions and disposals of businesses:
     Amortization on acquired intangibles0.2 0.3 0.6 0.7 
     Acquisition and disposal related costs— 0.6 0.3 1.5 
Defined benefit pension credit(0.2)(0.6)(0.9)(1.8)
Restructuring charges0.3 0.5 2.0 2.1 
Other charges— — — 1.1 
Share-based compensation charges0.9 0.8 1.8 2.2 
Other non-recurring tax items(1)
— — — (2.2)
Income tax on adjusted items(0.1)(0.4)(0.7)(1.8)
Adjusted net income$9.6 $7.2 $28.9 $28.3 
Adjusted earnings per ordinary share
Diluted earnings per ordinary share$0.31 $0.21 $0.93 $0.94 
Impact of adjusted items0.04 0.05 0.12 0.07 
Adjusted diluted earnings per ordinary share(2)
$0.35 $0.26 $1.05 $1.01 
(1)Other non-recurring tax items represents the impact of the enacted U.K. tax rate change (from 19% to 25% with effect from April 2023) on deferred tax assets related to our U.K. defined benefit pension plan.
(2) 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.
First Quarter
In millions20222021
Adjusted net income$9.2 $10.9 
Add back:
     Income tax on adjusted items0.1 0.5 
     Provision for income taxes2.5 2.3 
     Net finance costs0.8 0.8 
Adjusted EBITA$12.6 $14.5 
     Depreciation3.5 3.2 
Adjusted EBITDA$16.1 $17.7 
Third QuarterYear-to-date
In millions2022202120222021
Adjusted net income$9.6 $7.2 $28.9 $28.3 
Add back:
     Other non-recurring tax items— — — 2.2 
     Income tax on adjusted items0.1 0.4 0.7 1.8 
     Provision for income taxes2.3 1.9 7.2 3.6 
Net finance costs1.0 0.8 2.7 2.4 
Gain on disposal of PPE— — (0.2)— 
Adjusted EBITA$13.0 $10.3 $39.3 $38.3 
     Depreciation3.1 3.5 9.8 10.5 
Adjusted EBITDA$16.1 $13.8 $49.1 $48.8 

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The following table presents a reconciliation for the adjusted effective tax rate, which management believes is a KPI used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results.
First Quarter
In millions20222021
Adjusted net income$9.2 $10.9 
Add back:
     Income tax on adjusted items0.1 0.5 
     Provision for income taxes2.5 2.3 
Adjusted income before income taxes$11.8 $13.7 
Adjusted provision for income taxes2.6 2.8 
Adjusted effective tax rate22.0 %20.4 %
Third QuarterYear-to-date
In millions2022202120222021
Adjusted net income$9.6 $7.2 $28.9 $28.3 
Add back:
     Other non-recurring tax items— 2.2 — 2.2 
     Income tax on adjusted items0.1 0.4 0.7 1.8 
     Provision for income taxes2.3 1.9 7.2 3.6 
Adjusted income before income taxes$12.0 $11.7 $36.8 $35.9 
Adjusted provision for income taxes2.4 4.5 7.9 7.6 
Adjusted effective tax rate20.0 %38.5 %21.5 %21.2 %

SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our two reportable segments (Gas Cylinders and Elektron). Both segments comprise various product offerings that serve multiple end markets.
Adjusted EBITDA represents operating income adjusted for share based compensation charges; lossgain on disposal of property, plant and equipment, restructuring charges; impairment charges; acquisition and disposal related gains and costs; other charges; depreciation and amortization; and unwind of discount on deferred consideration.amortization. A reconciliation to net income and taxes can be found in Note 14 to the condensed consolidated financial statements.

GAS CYLINDERS
The net sales and adjusted EBITDA for Gas Cylinders were as follows:
First Quarter% / point change
In millions202220212022 v 2021
Net sales$42.4 $36.2 17.1 %
Adjusted EBITDA2.7 6.0 (55.0)%
     % of net sales6.4 %16.6 %(10.2)
Third Quarter% / point changeYear-to-date% / point change
In millions202220212022 v 2021202220212022 v 2021
Net sales$43.4 $45.6 (4.8)%$131.9 $128.3 2.8%
Adjusted EBITDA3.4 5.4 (37.0)%9.8 16.7 (41.3)%
     % of net sales7.8 %11.8 %(4.0)7.4 %13.0 %(5.6)
Net sales
The 17.1% increase4.8% decrease in Gas Cylinders sales in the third quarter of 2022 from 2021 was primarily the result of:
•IncreasedContinued reduction in sales of aluminum products;
•Reduction in alternative fuel and SCBA cylinder sales; and
•$2.6 million FX headwind.
These decreases have been partially offset by:
•Increased demand for composite cylinders used in aerospace; and
•Improved sales of medical oxygen cylinders.
Net sales in Gas Cylinders are still being impacted by the fixed-price contracts in place across the Division.
The first nine months of 2022 has benefited from $7.1 million of sales due to the acquisition of SCI at the end of the first quarter of 2021, which has positively impacted sales of cylinders used in aerospace and alternative fuels ("AF") applications; and
•Increased sales of cylinders for gas calibration and other industrial applications;
These decreases were partially offset by lower AF sales, excluding SCI, due to timing of orders and unfavorable foreign exchange of $0.4 million.

applications.
Adjusted EBITDA
The 10.24.0 percentage point and 5.6 percentage point decrease in adjusted EBITDA for Gas Cylinders as a percentage of net sales in the third quarter and first nine months of 2022 fromrelative to 2021 was primarily the resultcontinue to be impacted by timing of the losses incurred by the acquired SCI business and supply chain inflation not fully covered by price rises.


contractually constrained cost pass-through, though improving. Cost reduction effort activities more than offset adverse foreign exchange impact.
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ELEKTRON
The net sales and adjusted EBITDA for Elektron were as follows:
First Quarter% / point change
In millions202220212022 v 2021
Net sales$54.6 $49.0 11.4 %
Adjusted EBITDA13.4 11.7 14.5 %
     % of net sales24.5 %23.9 %0.6 
Third Quarter% / point changeYear-to-date% / point change
In millions202220212022 v 2021202220212022 v 2021
Net sales$56.8 $45.6 24.6%$174.8 $147.1 18.8%
Adjusted EBITDA12.7 8.4 51.2%39.3 32.1 22.4%
     % of net sales22.4 %18.4 %4.022.5 %21.8 %0.7
Net sales
The 11.4%24.6% and 18.8% increase in Elektron sales in the third quarter and first nine months, respectively, of 2022 from 2021 was primarily the result of:
•Increased sales of magnesium powders supplied for military andused in commercial flares; andapplications;
•Growth inImproved sales of zirconium products including auto-catalysis.catalysis and traditional oxides; and
•Increased demand for magnesium used in the aerospace market.
These increases were partially offset by:
•Decreaseby a decrease in sales of flameless ration heaters, heater meals and chemical detectionresponse kits insupplied by Luxfer Magtech; andMagtech.
•Unfavorable foreign exchange movementsNet sales were also impacted by $2.3 million of $0.8 millionFX headwinds.

Adjusted EBITDA
The 0.64.0 and 0.7 percentage point increase in adjusted EBITDA for Elektron as a percentage of net sales in the third quarter and first nine months respectively of 2022 from 2021 was primarily the result of pricethe Division's ability to pass on the continued inflationary cost increases, partially offset by supply chain inflation.as well as the benefit of positive foreign exchange variances.

LIQUIDITY AND CAPITAL RESOURCES
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 Notes due, 2023 and 2026. Our principal liquidity needs are:
•funding acquisitions, including deferred contingent consideration payments;
•capital expenditure requirements;
•payment of shareholder dividends;
•servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement;
•working capital requirements, particularly in the short term as we aim to safeguard the business from supply chain constraints, as well as to achieve organic sales growth; and
•hedging facilities used to manage our foreign exchange risks.
From time to time, we consider acquisitions or investments in other businesses that we believe would be appropriate additions to our business.
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 credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales. Also, our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.
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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 27,September 25, 2022.
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Luxfer conducts all of its operations through its subsidiaries, joint ventures and affiliates. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.
Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee that we will generate sufficient cash flows from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.
Cash Flows
Operating activities
Cash used inby operating activities was $9.3$3.2 million infor the first quarter ofnine months in 2022. It was primarily related to net income from operating activities offset by a significant increaseincreases in working capital related to inventory build to protect supply chain, and net of the following non-cash items: depreciation and amortization,amortization; share-based compensation charges; pension contributionscredit and net changes to assets and liabilities.
Cash generated fromprovided by operating activities was $15.2$34.1 million in the first quarternine months of 2021. It was primarily related to net income from operating activities, net of the following non-cash items: depreciation and amortization; asset impairment charges, pension contributionscredit and net changes to assets and liabilities.
Investing activities
Net cash used forby investing activities was $1.0$1.5 million infor the first quarter ofnine months off 2022, compared to net cash provided byused for investing activities of $0.3$1.2 million in the first quarter of 2021. The2021.The movement was primarily due the $3.7 million cash received in relation to acquisitions and disposals which occurred in 2021, there were no such eventsthe sale of our previously held-for-sale building in the first quarterElektron division and the $0.4 million reduction in capital expenditures. In 2021, we also received net, $4.4 million from the divestiture of 2022. In addition, capital expenditure decreased from $1.4 millionour U.S. aluminum gas cylinder facility in the first quarterU.S. and acquisition of 2021, to $1.0 million in the first quarter of 2022. We anticipate capital expenditures for fiscal 2022 to be approximately $10 million to $12 million.SCI.
Financing activities
In the first nine months of 2022, net cash provided fromby financing activities was $21.4$12.7 million (2021: $14.8$19.3 million inflow)used for financing activities). We made net drawdownsdrawdown on our banking facilities of $26.7$31.7 million (2021: $19.5$4.4 million drawdown)repayment) and dividend payments of $3.4$10.6 million (2021: $3.4$10.2 million), equating to $0.125$0.385 and $0.375 per ordinary share.share respectively. In addition, we extendedpaid out $1.4 million (2021: $1.9 million) in settling share based compensation and $6.9 million (2021: $2.8 million) in repurchasing our own shares as part of the share buyback program announcedwhich equates to 350,000 shares (2021: 90,000 shares).

Capital Resources
Dividends
We paid year-to-date dividends in 2021, purchasing 60,100 ordinary shares totaling $1.52022 of $10.6 million in the first quarter of 2021. On March 10, 2022 we declared a $3.6(2021: $10.2 million dividend,year-to-date), or $0.13$0.385 per ordinary share to be paid May 4, 2022.(2021: $0.375).
Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and UK-adopted International Accounting Standards,IFRS as adopted by the E.U., which differ in some respects from GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.


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Authorized shares
Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share.
25

Contractual obligations
The following summarizes our significant contractual obligations that impact our liquidity:
 Payments Due by Period
 TotalLess than
1 year		1 – 3
years		3 – 5
years		After
5 years
 (in $ million)
Contractual cash obligations     
Loan Notes due 2023$25.0 $— $25.0 $— $— 
Loan Notes due 202625.0 — — 25.0 — 
Revolving credit facility36.9 — — 36.9 — 
Obligations under operating leases28.7 4.8 8.8 6.5 8.6 
Capital commitments1.0 1.0 — — — 
Interest payments21.9 4.1 10.1 2.3 5.4 
Total contractual cash obligations$138.5 $9.9 $43.9 $70.7 $14.0 
 Payments Due by Period
 TotalLess than
1 year		1 – 3
years		3 – 5
years		After
5 years
 (in $ million)
Contractual cash obligations     
Loan Notes due 2023$25.0 $25.0 $— $— $— 
Loan Notes due 202625.0 — — 25.0 — 
Revolving credit facility37.6 — — 37.6 — 
Obligations under operating leases33.3 5.5 11.1 7.3 9.4 
Capital commitments0.9 0.9 — — — 
Interest payments17.2 3.8 6.8 6.6 — 
Total contractual cash obligations$139.0 $35.2 $17.9 $76.5 $9.4 
Off-balance sheet measures
At March 27,September 25, 2022, we had no off-balance sheet arrangements other than thosethe two bonding facilities disclosed in Note 15 to the consolidated financial statements.15.

NEW ACCOUNTING STANDARDS
See Note 1 of the Notes to Condensed Consolidated Financial Statements for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future.

CRITICAL ACCOUNTING POLICIES
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our 2021 Annual Report on Form 10-K, filed with the SEC on February 24, 2022, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements.






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Item 3.        Quantitative and qualitative disclosures about market risk
There have been no material changes in our market risk during the quarterfirst nine months ended March 27,September 25, 2022. For additional information, refer to Item 7A of our 2021 Annual Report on Form 10-K, filed with the SEC on February 24, 2022.

Item 4.        Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter ended March 27,September 25, 2022, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, as of the quarter ended March 27,September 25, 2022, to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 27,September 25, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.        Legal Proceedings
The Company is a defendant in various lawsuits and is subject to various claims that arise in the normal course of business, the most significant of which are summarized in Note 15 (commitments and contingencies) to the consolidated financial statements in ITEM 1. In the opinion of management, the likelihood that the ultimate disposition of these matters will have a material adverse impact is remote.

Item 1A.    Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A. of our 2021 Annual Report on Form 10-K.


Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
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Item 6.    Exhibits
31.1     Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934-Alok Maskara1934-Andrew Butcher
31.2     Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934-Steve1934-Stephen Webster
32.1     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)-Alok Maskara-Andrew Butcher
32.2     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)-Steve-Stephen Webster
101    The financial statements from the Company’s Interim Report on Form 10-Q for the quarter and year ended March 27,ended September 25, 2022, 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.

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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 MaskaraAndrew Butcher
Alok MaskaraAndrew Butcher
Chief Executive Officer
(Duly Authorized Officer)
AprilOctober 25, 2022



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