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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-12084
LIBBEY INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-1559357
-------- ----------
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
300 Madison Avenue, Toledo, Ohio 43604
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(Address of principal executive offices) (Zip Code)
419-325-2100
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(Registrant's telephone number, including area code)
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $.01 par value - 13,747,757 shares at July 30, 2004
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements of Libbey
Inc. and all wholly owned subsidiaries (Libbey or the Company) have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (including normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three-month and six-month periods ended June 30, 2004, are not necessarily
indicative of the results that may be expected for the year ended December 31,
2004.
The balance sheet at December 31, 2003, has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2003.
2
LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per-share amounts)
(unaudited)
Three months ended June 30,
2004 2003
--------- ---------
Revenues:
Net sales $ 135,752 $ 128,254
Freight billed to customers 564 529
Royalties and net technical assistance income 712 640
--------- ---------
Total revenues 137,028 129,423
Cost of sales 103,394 99,085
--------- ---------
Gross profit (1) 32,922 29,698
Selling, general and administrative expenses 17,486 17,514
--------- ---------
Income from operations (2) 16,148 12,824
Other income (loss):
Pretax equity earnings 1,456 1,997
Other - net (124) 210
--------- ---------
1,332 2,207
--------- ---------
Earnings before interest and income taxes 17,480 15,031
Interest expense - net 3,516 3,611
--------- ---------
Income before income taxes 13,964 11,420
Provision for income taxes 4,599 3,510
--------- ---------
Net income $ 9,365 $ 7,910
========= =========
Net income per share:
Basic $ 0.68 $ 0.59
========= =========
Diluted $ 0.68 $ 0.59
========= =========
Dividends per share $ 0.10 $ 0.10
========= =========
See accompanying notes
(1) Net sales plus Freight billed to customers less Cost of sales
(2) Gross profit plus Royalties and net technical assistance income less
Selling, general and administrative expenses
3
LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per-share amounts)
(unaudited)
Six months ended June 30,
2004 2003
--------- ---------
Revenues:
Net sales $ 258,875 $ 240,157
Freight billed to customers 1,055 963
Royalties and net technical assistance income 1,404 1,390
--------- ---------
Total revenues 261,334 242,510
Cost of sales 204,692 189,864
--------- ---------
Gross profit (1) 55,238 51,256
Selling, general and administrative expenses 34,479 34,280
--------- ---------
Income from operations (2) 22,163 18,366
Other income (loss):
Pretax equity earnings 67 1,847
Other - net (317) 336
--------- ---------
(250) 2,183
--------- ---------
Earnings before interest and income taxes 21,913 20,549
Interest expense - net 7,092 6,152
--------- ---------
Income before income taxes 14,821 14,397
Provision for income taxes 4,891 4,486
--------- ---------
Net income $ 9,930 $ 9,911
========= =========
Net income per share:
Basic $ 0.73 $ 0.71
========= =========
Diluted $ 0.73 $ 0.71
========= =========
Dividends per share $ 0.20 $ 0.20
========= =========
See accompanying notes
(1) Net sales plus Freight billed to customers less Cost of sales
(2) Gross profit plus Royalties and net technical assistance income less
Selling, general and administrative expenses
4
LIBBEY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
June 30, December 31,
2004 2003
-------- --------
(unaudited)
ASSETS
Current assets:
Cash $ 2,355 $ 2,750
Accounts receivable:
Trade, less allowances of $5,214 and $5,604 59,596 53,333
Other, less allowances of $931 and $1,556 3,784 3,789
-------- --------
63,380 57,122
Inventories:
Finished goods 122,410 116,408
Work in process 6,872 4,590
Raw materials 4,179 3,859
Operating supplies 836 839
-------- --------
134,297 125,696
Deferred taxes 7,402 7,402
Other current assets 3,545 3,208
-------- --------
Total current assets 210,979 196,178
Other assets:
Repair parts inventories 6,659 7,058
Intangibles, net of accumulated amortization of
$5,362 and $4,956 27,799 28,346
Software, net of accumulated amortization of
$13,300 and $12,755 2,865 2,354
Other assets 3,359 2,987
Investments 87,754 87,574
Goodwill 52,917 53,133
-------- --------
181,353 181,452
Property, plant and equipment at cost 341,882 327,741
Less accumulated depreciation 167,699 154,255
-------- --------
Net property, plant and equipment 174,183 173,486
-------- --------
Total assets $566,515 $551,116
======== ========
See accompanying notes
5
LIBBEY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
June 30, December 31,
2004 2003
--------- ---------
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 14,142 $ 611
Accounts payable 35,625 40,280
Salaries and wages 11,871 14,096
Accrued liabilities 32,488 33,555
Income taxes 5,254 185
Long-term debt due within one year 115 115
--------- ---------
Total current liabilities 99,495 88,842
Long-term debt 223,685 230,207
Deferred taxes 15,467 15,469
Pension liability 17,501 17,092
Other long-term liabilities 12,211 12,404
Nonpension postretirement benefits 46,986 47,245
--------- ---------
Total liabilities 415,345 411,259
Shareholders' equity:
Common stock, par value $.01 per share, 50,000,000 shares authorized,
18,675,310 shares issued (18,660,960 shares issued in 2003) 187 187
Capital in excess of par value 300,718 300,378
Treasury stock, at cost, 4,943,209 shares (5,046,597 shares issued
in 2003) (137,176) (139,449)
Retained earnings 11,356 4,154
Accumulated other comprehensive loss (23,915) (25,413)
--------- ---------
Total shareholders' equity 151,170 139,857
--------- ---------
Total liabilities and shareholders' equity $ 566,515 $ 551,116
========= =========
See accompanying notes
6
LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Three months ended June 30,
2004 2003
-------- --------
Operating activities:
Net income $ 9,365 $ 7,910
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 7,631 6,825
Equity earnings - net of tax (1,058) (1,471)
Accrued and deferred income taxes 5,067 127
Change in accounts receivable (7,105) (3,122)
Change in inventories (5,432) (7,019)
Change in accounts payable 783 3,146
Other operating activities 1,227 9,360
-------- --------
Net cash provided by operating activities 10,478 15,756
Investing activities:
Additions to property, plant and equipment (8,859) (6,379)
Dividends from equity investments -- 4,900
Other -- 897
-------- --------
Net cash used in investing activities (8,859) (582)
Financing activities:
Net bank credit facility activity (5,000) (20,000)
Payment of financing fees (838) --
Other net borrowings 6,602 2,453
Stock options exercised 88 4,765
Treasury shares purchased -- (640)
Dividends (1,366) (1,325)
-------- --------
Net cash used in financing activities (514) (14,747)
Effect of exchange rate fluctuations on cash -- (24)
-------- --------
Increase in cash 1,105 403
Cash at beginning of quarter 1,250 5,459
-------- --------
Cash at end of period $ 2,355 $ 5,862
======== ========
See accompanying notes
7
LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Six months ended June 30,
2004 2003
--------- ---------
Operating activities:
Net income $ 9,930 $ 9,911
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 15,443 13,732
Equity earnings - net of tax (127) (1,479)
Accrued and deferred income taxes 5,067 (3,927)
Change in accounts receivable (6,258) (6,591)
Change in inventories (8,601) (13,886)
Change in accounts payable (4,655) 841
Other operating activities 333 8,133
--------- ---------
Net cash provided by operating activities 11,132 6,734
Investing activities:
Additions to property, plant and equipment (17,026) (11,093)
Dividends from equity investments -- 4,900
Other -- 897
--------- ---------
Net cash used in investing activities (17,026) (5,296)
Financing activities:
Net bank credit facility activity (5,000) (61,872)
Payment of financing fees (838) (663)
Senior notes -- 100,000
Other net borrowings 13,738 2,088
Stock options exercised 328 4,841
Treasury shares purchased -- (38,888)
Dividends (2,728) (2,788)
--------- ---------
Net cash provided by financing activities 5,500 2,718
Effect of exchange rate fluctuations on cash (1) 23
--------- ---------
(Decrease) increase in cash (395) 4,179
Cash at beginning of year 2,750 1,683
--------- ---------
Cash at end of period $ 2,355 $ 5,862
========= =========
See accompanying notes
8
LIBBEY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Dollars in thousands, except per share data
(unaudited)
1. NOTES PAYABLE AND LONG-TERM DEBT
Long-term debt consists of the following:
June 30, December 31,
2004 2003
------------ ------------
Borrowings under credit facility, due June 24, 2009 $ 121,467 $ 127,926
Senior notes, 3.69%, due March 31, 2008 25,000 25,000
Senior notes, 5.08%, due March 31, 2013 55,000 55,000
Senior notes, floating interest, due March 31, 2010 20,000 20,000
Promissory Note, 6%, due July, 2004 through September, 2016 2,333 2,396
Notes payable, floating interest 14,142 611
------------ ------------
Total debt 237,942 230,933
Less -- current portion of debt 14,257 726
------------ ------------
Total long-term portion of debt $ 223,685 $ 230,207
============ ============
The Company was in compliance with the covenants of all debt agreements as of
June 30, 2004 and December 31, 2003.
REVOLVING CREDIT FACILITY
On June 24, 2004, the Company entered into an unsecured agreement for a
Revolving Credit Agreement (Revolving Credit Agreement or Agreement) with Libbey
Glass Inc. and Libbey Europe B.V., as borrowers. This replaced the previous
Amended and Restated Revolving Credit Agreement naming Libbey Glass Inc. and
Libbey Europe B.V. as borrowers that was scheduled to expire on April 23, 2005.
The Agreement is with a group of banks that provides for a Revolving Credit and
Swing Line Facility (Facility) permitting borrowings up to an aggregate total of
$250 million, maturing June 24, 2009. Swing Line borrowings are limited to $25
million. Swing Line US dollar borrowings bear interest calculated at the prime
rate plus the Applicable Rate for Base Rate Loans as defined in the Agreement.
Revolving Credit Agreement U.S. dollar borrowings bear interest at the Company's
option at either the prime rate plus the Applicable Rate for Base Rate Loans or
a Eurodollar rate plus the Applicable Rate for Eurodollar Loans as defined in
the Agreement. The Applicable Rates for Base Rate Loans and Eurodollar Loans
vary depending on the Company's performance against certain financial ratios.
The Applicable Rates for Base Rate Loans and Eurodollar Loans were 0.20% and
1.20%, respectively, at June 30, 2004. The weighted average interest rate on
these borrowings at June 30, 2004 was 3.1%.
Libbey Europe B.V. may have euro-denominated swing line or revolving borrowings
under the Revolving Credit Agreement in an aggregate amount not to exceed the
Offshore Currency Equivalent as defined in the Revolving Credit Agreement of
$100 million. Offshore Currency Swing Line borrowings are currently limited to
$15 million of the $25 million total Swing Line borrowings. Interest is
calculated at the Offshore Currency Swing Line rate plus the Applicable Rate for
Swing Line Loans in euros as defined in the Agreement. Revolving Offshore
Currency Borrowings bear interest at the Offshore Currency Rate plus the
Applicable Rate for Offshore Currency Rate Loans, as defined in the Agreement.
The Applicable Rates for Swing Line Loans in euros and Offshore Currency Rate
Loans vary depending on the Company's performance
9
against certain financial ratios. The Applicable Rates for Swing Line Loans in
euros and Offshore Currency Rate Loans were 1.70% and 1.20%, respectively, at
June 30, 2004.
The Company may also elect to borrow under a Negotiated Rate Loan alternative of
the Facility at negotiated rates of interest, up to a maximum of $125 million.
The Facility also provides for the issuance of $30 million of letters of credit,
with such usage applied against the $250 million limit. At June 30, 2004, the
Company had $5.3 million in letters of credit outstanding under the Facility.
The Company pays a Facility Fee as defined by the agreement on the total credit
provided under the Facility. The Facility Fee varies depending on the Company's
performance against certain financial ratios. The Facility Fee was 0.30% at June
30, 2004.
No compensating balances are required by the Agreement. The Agreement does
require the maintenance of certain financial ratios, restricts the incurrence of
indebtedness and other contingent financial obligations, and restricts certain
types of business activities and investments.
SENIOR NOTES
On March 31, 2003, the Company issued $100 million of privately placed senior
notes. Eighty million dollars of the notes have an average interest rate of
4.65% with an initial average maturity of 8.4 years and a remaining average
maturity of 7.2 years. Twenty million dollars of the senior notes have a
floating interest rate at a margin over the London Interbank Offer Rate (LIBOR)
that is set quarterly. The floating interest rate at June 30, 2004, on the $20
million debt was 2.16%.
INTEREST RATE PROTECTION AGREEMENTS
The Company has Interest Rate Protection Agreements (Rate Agreements) with
respect to $75 million of debt as a means to manage its exposure to fluctuating
interest rates. The Rate Agreements effectively convert this portion of the
Company's borrowings from variable rate debt to a fixed-rate basis, thus
reducing the impact of interest rate changes on future income. The fixed
interest rate for the Company's borrowings related to the Rate Agreements at
June 30, 2004, is 6.10% and the total interest rate, including applicable fees,
is 7.60%. The average maturity of these Rate Agreements is 1.1 years at June 30,
2004. Total remaining debt not covered by the Rate Agreements has fluctuating
interest rates with a weighted average rate of 3.64% at June 30, 2004. If the
counterparts to these Rate Agreements fail to perform, the Company would no
longer be protected from interest rate fluctuations by these Rate Agreements.
However, the Company does not anticipate nonperformance by the counterparts.
2. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
The Company is a 49% equity owner in Vitrocrisa Holding, S. de R.L. de C.V. and
related Mexican companies (Vitrocrisa), which manufacture, market, and sell
glass tableware (beverageware, plates, bowls, serveware, and accessories) and
industrial glassware (coffee pots, blender jars, meter covers, glass covers for
cooking ware, and lighting fixtures sold to original equipment manufacturers)
and a 49% equity owner in Crisa Industrial, L.L.C., a distributor of industrial
glassware for Vitrocrisa in the U.S. and Canada.
10
Summarized combined financial information for the Company's investments for 2004
and 2003, accounted for by the equity method under accounting principles
generally accepted in the United States (U.S. GAAP), is as follows:
June 30, December 31,
2004 2003
--------- ---------
Current assets $ 84,946 $ 82,060
Non-current assets 102,762 101,722
--------- ---------
Total assets 187,708 183,782
Current liabilities 48,823 117,941
Non-current liabilities 109,285 37,093
--------- ---------
Total liabilities 158,108 155,034
--------- ---------
Net assets $ 29,600 $ 28,748
========= =========
Three months ended June 30, 2004 2003
--------- ---------
Net sales $ 48,490 $ 48,260
Cost of sales 39,270 35,930
--------- ---------
Gross profit 9,220 12,330
Selling, general and administrative expenses 5,650 5,963
--------- ---------
Income from operations 3,570 6,367
Translation gain (loss) 507 (727)
Other (expense) (22) (216)
--------- ---------
Earnings before interest and taxes 4,055 5,424
Interest expense 1,083 1,349
--------- ---------
Earnings before income taxes 2,972 4,075
Income taxes 813 1,075
--------- ---------
Net income $ 2,159 $ 3,000
========= =========
Six months ended June 30, 2004 2003
--------- ---------
Net sales $ 90,968 $ 86,547
Cost of sales 77,588 68,929
--------- ---------
Gross profit 13,380 17,618
Selling, general and administrative expenses 11,016 10,819
--------- ---------
Income from operations 2,364 6,799
Translation gain (loss) 327 (80)
Other (expense) (123) (208)
--------- ---------
Earnings before interest and taxes 2,568 6,511
Interest expense 2,430 2,743
--------- ---------
Earnings before income taxes 138 3,768
Income taxes (120) 751
--------- ---------
Net income $ 258 $ 3,017
========= =========
3. CASH FLOW INFORMATION
Interest paid in cash was $2,452 and $2,454 for the second quarter of 2004 and
2003, respectively, and $4,747 and $4,718 for the first six months of 2004 and
2003, respectively.
11
Income taxes paid in cash were $76 and $119 for the second quarter of 2004 and
2003, respectively, and $1,310 and $5,288 for the first six months of 2004 and
2003, respectively.
4. NET INCOME PER SHARE OF COMMON STOCK
Basic net income per share of common stock is computed using the weighted
average number of shares of common stock outstanding. Diluted net income per
share of common stock is computed using the weighted average number of shares of
common stock outstanding and includes common share equivalents.
The following table sets forth the computation of basic and diluted earnings per
share:
Three months ended June 30, 2004 2003
---------- ----------
Numerator for basic and diluted earnings per share--net
income which is available to common shareholders $ 9,365 $ 7,910
Denominator for basic earnings per share -- weighted-average
shares outstanding 13,677,714 13,307,325
Effect of dilutive securities -- employee stock options 21,535 11,064
---------- ----------
Denominator for diluted earnings per share -- adjusted
weighted-average shares and assumed conversions 13,699,249 13,318,389
Basic earnings per share $ 0.68 $ 0.59
Diluted earnings per share $ 0.68 $ 0.59
========== ==========
Six months ended June 30, 2004 2003
---------- ----------
Numerator for basic and diluted earnings per share--net
income which is available to common shareholders $ 9,930 $ 9,911
Denominator for basic earnings per share -- weighted-average
shares outstanding 13,653,458 13,883,030
Effect of dilutive securities -- employee stock options 28,280 16,325
---------- ----------
Denominator for diluted earnings per share -- adjusted
weighted-average shares and assumed conversions 13,681,738 13,899,355
Basic earnings per share $ 0.73 $ 0.71
Diluted earnings per share $ 0.73 $ 0.71
========== ==========
12
5. COMPREHENSIVE INCOME
The Company's components of comprehensive income are as follows:
Three months ended June 30, 2004 2003
------- -------
Net income $ 9,365 $ 7,910
Change in fair value of derivative instruments 978 (253)
Effect of exchange rate fluctuation (516) --
------- -------
Comprehensive income $ 9,827 $ 7,657
======= =======
Six months ended June 30, 2004 2003
------- --------
Net income $ 9,930 $ 9,911
Change in fair value of derivative instruments 1,921 145
Effect of exchange rate fluctuation (423) 3
------- --------
Comprehensive income $11,428 $ 10,059
======= ========
Accumulated other comprehensive loss primarily includes $1,443 and $3,364 for
effect of derivatives and $22,080 and $22,080 for minimum pension liability as
of June 30, 2004, and December 31, 2003, respectively.
The change in other comprehensive income for derivative instruments for the
Company is as follows:
Three months ended June 30, 2004 2003
------ ------
Change in fair value of derivative instruments $1,909 $ (405)
Less:
Income tax expense (931) 152
------ ------
Other comprehensive income related to derivatives $ 978 $ (253)
====== ======
Six months ended June 30, 2004 2003
------- -----
Change in fair value of derivative instruments $ 3,421 $ 233
Less:
Income tax expense (1,500) (88)
------- -----
Other comprehensive income related to derivatives $1,921 $ 145
======= =====
6. DERIVATIVES
As of June 30, 2004, the Company had Interest Rate Protection Agreements for
$75.0 million of its variable rate debt and commodity contracts for 1,300,000
million British Thermal Units (MMBTUs) of natural gas accounted for under hedge
accounting. The fair value of these derivatives is included in accrued
liabilities and other assets on the balance sheet for the Rate Agreements and
commodity contracts, respectively. At June 30, 2003, the Company had Rate
Agreements for $100.0 million of its variable rate debt and commodity contracts
for 2,000,000 MMBTUs of natural gas.
The Company does not believe it is exposed to more than a nominal amount of
credit risk in its interest rate and natural gas hedges as the counterparts are
established financial institutions.
All of the Company's derivatives qualify and are designated as cash flow hedges
at June 30, 2004. Hedge accounting is only applied when the derivative is deemed
to be highly effective at offsetting changes in anticipated cash flows of the
hedged item or transaction. The ineffective
13
portion of the change in the fair value of a derivative designated as a cash
flow hedge is recognized in current earnings. Ineffectiveness recognized in
earnings during the second quarter of 2004 and 2003 was not material.
7. NEW ACCOUNTING STANDARDS
In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities." The
Interpretation addresses the requirements for business enterprises to
consolidate related entities in which they are determined to be the primary
beneficiary as a result of their variable economic interests. The Interpretation
is intended to provide guidance in judging multiple economic interests in an
entity and in determining the primary beneficiary. The Interpretation outlines
disclosure requirements for variable interest entities in existence prior to
January 31, 2003, and requires consolidation of variable interest entities
created after January 31, 2003. In addition, the Interpretation requires
consolidation of variable interest entities created prior to January 31, 2003,
for fiscal periods beginning after December 15, 2003. The Interpretation was
effective for all variable interest entities during the Company's second quarter
of 2004. This Interpretation had no impact on the Company's financial
statements.
In December 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other
Postretirement Benefits" (SFAS No. 132-revised), which requires additional
disclosures about the assets, obligations, cash flows and net periodic benefit
costs of defined benefit pension plans and defined benefit other post retirement
plans. The Company adopted the disclosure requirements of SFAS No. 132-revised
as shown in Note 9.
In January 2004, the FASB issued FASB Staff Position (FSP) No. FAS 106-1,
"Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003" (the Act), which permits a
sponsor of a postretirement health care plan that provides a prescription drug
benefit to make a one-time election to defer accounting for the effects of the
Act. The Company has elected to defer accounting for the effects of the Act
pending further consideration of the underlying accounting issues.
8. STOCK OPTIONS
The Company has two stock-based employee compensation plans. The Company
accounts for the plans under the recognition and measurement principles of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25), and related Interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to the market value of the underlying common
stock on the date of grant. The following table illustrates the effect on net
income and earnings per share if the Company had applied the fair value
recognition provision of SFAS No. 123, "Accounting for Stock-Based Compensation"
(SFAS No. 123), to stock-based employee compensation.
14
Three months ended June 30, 2004 2003
- --------------------------- ------ ------
Net Income:
Reported net income $9,365 $7,910
Stock-based employee compensation expense
determined under fair value-based method for all awards,
net of related tax effects 313 419
------ ------
Pro forma net income $9,052 $7,491
====== ======
Basic earnings per share:
Reported net income $ 0.68 $ 0.59
Stock-based employee compensation expense
determined under fair value-based method for all
awards, net of related tax effects 0.02 0.03
------ ------
Pro forma basic earnings per share $ 0.66 $ 0.56
====== ======
Diluted earnings per share:
Reported net income $ 0.68 $ 0.59
Stock-based employee compensation expense
determined under fair value-based method for all
awards, net of related tax effects 0.02 0.03
------ ------
Pro forma diluted earnings per share $ 0.66 $ 0.56
====== ======
15
Six Months ended June 30, 2004 2003
- ------------------------- ------ ------
Net Income:
Reported net income $9,930 $9,911
Stock-based employee compensation expense
determined under fair value-based method for all awards,
net of related tax effects 606 822
------ ------
Pro forma net income $9,324 $9,089
====== ======
Basic earnings per share:
Reported net income $ 0.73 $ 0.71
Stock-based employee compensation expense
determined under fair value-based method for all
awards, net of related tax effects 0.05 0.06
------ ------
Pro forma basic earnings per share $ 0.68 $ 0.65
====== ======
Diluted earnings per share:
Reported net income $ 0.73 $ 0.71
Stock-based employee compensation expense
determined under fair value-based method for all
awards, net of related tax effects 0.05 0.06
------ ------
Pro forma diluted earnings per share $ 0.68 $ 0.65
====== ======
9. PENSION PLANS AND NONPENSION POSTRETIREMENT BENEFITS
Net pension expense / postretirement expense for the Company's United States
(US) plans for the three months and six months ended June 30, 2004 and 2003
includes the following components:
Other Postretirement
US Plans Pension Plans Benefit Plan
-------- ------------- ------------
Three months ended June 30, 2004 2003 2004 2003
- --------------------------- ------- ------ ------ ------
Service cost $ 1,447 $ 1,360 $ 187 $ 228
Interest cost 3,402 3,590 388 485
Expected return on plan assets (4,950) (5,183) -- --
Amortization of unrecognized:
Prior service cost 372 372 (479) (479)
Recognized loss (gain) 53 29 (34) 16
------- ------- ----- -----
Net periodic benefit cost $ 324 $ 168 $ 62 $ 250
======= ======= ===== =====
16
Six months ended June 30, 2004 2003 2004 2003
- ------------------------- ------- ------- ------- -------
Service cost $ 3,037 $ 2,720 $ 452 $ 456
Interest cost 6,988 7,180 1,006 1,050
Expected return on plan assets (9,630) (9,977) -- --
Amortization of unrecognized:
Prior service cost 744 744 (958) (958)
Recognized loss (gain) 285 58 (13) 32
------- ------- ------- -------
Net periodic benefit cost $ 1,424 $ 725 $ 487 $ 580
======= ======= ======= =======
During the second quarter of 2004, the expense for the pension and
postretirement benefit plan for the year 2004 has been adjusted for the actual
cost derived from the actuarial valuation.
The Company expects to contribute cash contributions of $80 to its US pension
plans in 2004. Through the second quarter, $20 has been contributed.
Net pension expense (income) / postretirement expense for the Company's
non-United States plans for the three months and six months ended June 30, 2004
and 2003 includes the following components:
Other Postretirement
Non-US Plans Pension Plans Benefit Plan
------------ -------------- ------------
Three months ended June 30, 2004 2003 2004 2003
- --------------------------- ----- ----- ---- ----
Service cost $ 151 $ 146 $ -- $ --
Interest cost 384 319 36 32
Expected return on plan assets (456) (375) -- --
Amortization of unrecognized:
Prior service cost (90) (41) -- --
Recognized (gain) -- -- (4) (5)
----- ----- ---- ----
Net periodic benefit (income) cost $ (11) $ 49 $ 32 $ 27
===== ===== ==== ====
Six months ended June 30, 2004 2003 2004 2003
- --------------------------- ----- ----- ---- ----
Service cost $ 302 $ 292 $ -- $ --
Interest cost 768 638 77 64
Expected return on plan assets (912) (750) -- --
Amortization of unrecognized:
Prior service cost (180) (82) -- --
Recognized (gain) -- -- (4) (10)
----- ----- ---- ----
Net periodic benefit (income) cost $ (22) $ 98 $ 73 $ 54
===== ===== ==== ====
During the second quarter of 2004, the expense for the postretirement benefit
plan for the year 2004 has been adjusted for the actual cost derived from the
actuarial valuation.
The Company expects to contribute cash contributions of $1,400 to its non-US
pension plans in 2004. Through the second quarter, $695 has been contributed.
17
10. GUARANTEES
The debt of Libbey Glass Inc. and Libbey Europe B.V. pursuant to the Revolving
Credit Agreement and privately placed senior notes is guaranteed by Libbey Inc.
and by certain subsidiaries of Libbey Glass Inc. Also, Libbey Glass Inc.
guarantees a(euro)10 million working capital facility of Libbey Europe B.V. and
Royal Leerdam. All are related parties that are included in the Consolidated
Financial Statements. See Note 1 for further disclosure on debt of the Company.
In addition, Libbey Inc. guarantees the payment by Vitrocrisa Holding, S. de
R.L. de C.V. (Vitrocrisa) of its obligation to purchase electricity. The
guarantee is based on the provisions of a Power Purchase Agreement to which
Vitrocrisa is a party. The guarantee is limited to 49% of any such obligation of
Vitrocrisa and limited to an aggregate amount of $5.0 million. The guarantee was
entered into in October 2000 and continues for 15 years from the initial date of
electricity generation, which commenced on April 12, 2003.
In October 1995, Libbey Inc. guaranteed the obligations of Syracuse China
Company and Libbey Canada Inc. under the Asset Purchase Agreement for the
acquisition of Syracuse China. The guarantee is limited to $5.0 million expiring
on the fifteenth anniversary of the Closing Date (October 10, 1995). The
guarantee is in favor of The Pfaltzgraff Co., The Pfaltzgraff Outlet Co. and
Syracuse China Company of Canada Ltd.
On April 2, 2004, Libbey Inc. and Libbey Glass Inc. guaranteed the obligations
of Vitrocrisa Comercial, S. de R.L. de C.V. (Comercial) and Vitrocrisa under
Tranche B loans pursuant to a certain Credit Agreement. Libbey's portion of the
guarantee is for 31% of the total indebtedness, up to a maximum amount of $23.0
million. The term of the Tranche B loans of the Credit Agreement is three years,
expiring April 2007. Libbey would be obligated in the event of default by
Comercial or Vitrocrisa, as outlined in the guarantee agreement. The guarantee
was recorded during the second quarter of 2004 at the fair market value of $0.4
million in Libbey's Consolidated Balance Sheet as an increase in Other long-term
liabilities with an offset to Investments.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and the related notes thereto appearing elsewhere in this
report and in our Annual Report filed with the Securities and Exchange
Commission. This discussion and analysis contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual results may differ
from those anticipated in these forward-looking statements as a result of many
factors. These factors are discussed in Other Information in the section
"Qualitative and Quantitative Disclosures About Market Risk."
The Company believes that Earnings before interest and taxes (EBIT), a non-GAAP
financial measure, is a useful metric for evaluating its financial performance
because of its focus on the Company's results from earnings before interest and
taxes.
RESULTS OF OPERATIONS - SECOND QUARTER 2004 COMPARED WITH SECOND QUARTER 2003
(dollars in thousands)
----------------------
Three months ended June 30, 2004 2003
- --------------------------- -------- ---------
Net Sales $135,752 $128,254
Gross profit 32,922 29,698
As a percent of sales 24.3% 23.2%
Income from operations $ 16,148 $ 12,824
As a percent of sales 11.9% 10.0%
Earnings before interest and income taxes $ 17,480 $ 15,031
As a percent of sales 12.9% 11.7%
Net income $ 9,365 $ 7,910
As a percent of sales 6.9% 6.2%
For the quarter-ended June 30, 2004, sales increased 5.8 percent to $135.8
million from $128.3 million in the year-ago quarter. The increase in sales was
attributable to growth in sales to customers in the foodservice and retail
channels of distribution. Shipments to foodservice customers of Libbey
glassware, Syracuse China dinnerware, World Tableware products, and Traex
products were all higher than the year-ago period. Sales to retail customers
increased over 8 percent, as compared to the year-ago quarter. Sales to
customers located outside of the United States increased 1.4 percent to $28.2
million from $27.8 million in the year-ago period.
Gross profit (defined as net sales plus freight billed to customers less cost of
sales) was $32.9 million and as a percent of sales was 24.3 percent in the
second quarter of 2004 compared to $29.7 million and 23.2 percent in the second
quarter of 2003. Factors contributing to the increase in gross profit were
higher sales to customers, improved capacity utilization and efficiencies in the
manufacturing operations.
19
Income from operations was $16.1 million compared to $12.8 million in the second
quarter last year and as a percent of sales was 11.9 percent in the second
quarter of 2004 compared to 10.0 percent in the year-ago quarter. Contributing
to the increase in income from operations was the increase in gross profit.
Selling, general and administrative expenses were flat compared to the prior
year period however as a percent to sales decreased from 13.7 percent in the
second quarter of 2003 to 12.9 percent in the current year quarter.
Earnings before interest and income taxes (EBIT) were $17.5 million compared to
$15.0 million in the year-ago quarter. Pretax equity earnings from Vitrocrisa
(the Company's 49% equity ownership in Crisa Industrial, L.L.C., Vitrocrisa
Holding, S. de R.L. de C.V. and related Mexican companies), were $1.5 million as
compared to $2.0 million in the second quarter of 2003. The decrease was the
result of flat sales and higher natural gas costs.
Net income was $9.4 million, or 68 cents per diluted share, compared with net
income of $7.9 million, or 59 cents per diluted share, in the year-ago period.
Interest expense decreased $0.1 million compared with the year-ago period. The
effective tax rate increased to 32.9 percent for the quarter from 30.7 percent
in the year-ago quarter as the result of lower federal and state income tax
credits.
RESULTS OF OPERATIONS - SIX MONTHS 2004 COMPARED WITH SIX MONTHS 2003
(dollars in thousands)
Six months ended June 30, 2004 2003
- ------------------------- -------- --------
Net Sales $258,875 $240,157
Gross profit 55,238 51,256
As a percent of sales 21.3% 21.3%
Income from operations $ 22,163 $ 18,366
As a percent of sales 8.6% 7.6%
Earnings before interest and income taxes $ 21,913 $ 20,549
As a percent of sales 8.5% 8.6%
Net income $ 9,930 $ 9,911
As a percent of sales 3.8% 4.1%
For the six months ended June 30, 2004, sales increased 7.8 percent to $258.9
million from $240.2 million in the year-ago period. The increase in sales was
attributable to increased sales to foodservice, retail, industrial and export
customers. Sales to foodservice customers of Libbey glass products, Syracuse
China dinnerware products, Traex plastic products and World Tableware products
were all higher by at least 8 percent when compared with the first six months of
2003. Sales to customers located outside of the United States, increased 7.9
percent to $55.5 million from $51.4 million in the year-ago period.
Gross profit (defined as net sales plus freight billed to customers less cost of
sales) was $55.2 million and as a percent of sales was 21.3 percent in the first
six months of 2004 compared to $51.3 million and 21.3 percent in the first half
of 2003. In addition to the higher sales, other factors that contributed to the
higher gross profit included improved capacity utilization and improved
manufacturing efficiencies partially offset by additional costs (mostly
non-cash) for pension and nonpension postretirement benefits.
20
Income from operations was $22.2 million compared to $18.4 million in the first
six months of last year and as a percent of sales was 8.6 percent in the first
six months of 2004 compared to 7.6 percent in the year-ago period. Contributing
to the increase in income from operations was the increase in gross profit.
Selling, general and administrative expenses were flat compared to the prior
year period and as a percent to sales decreased from 14.3 percent in the first
six months of 2003 to 13.3 percent in the current year period.
Earnings before interest and income taxes (EBIT) were $21.9 million compared to
$20.5 million in the year-ago period. Pretax equity earnings from Vitrocrisa
(the Company's 49% equity ownership in Crisa Industrial, L.L.C., Vitrocrisa
Holding, S. de R.L. de C.V. and related Mexican companies), was $0.1 million as
compared to $1.8 million in the first six months of 2003 as the result of higher
natural gas costs and increased repair expenses.
Net income was $9.9 million, or 73 cents per diluted share, compared with net
income of $9.9 million, or 71 cents per diluted share, in the year-ago period.
Interest expense increased $0.9 million as the result of higher average debt
during the first half of 2004 compared to the prior year period. The effective
tax rate increased to 33.0 percent during the first six months of 2004 from 31.2
percent in 2003 as the result of lower federal and state income tax credits.
CAPITAL RESOURCES AND LIQUIDITY
Net cash provided by operating activities was $11.1 million during the first six
months of 2004, compared to cash provided of $6.7 million during the year ago
period. The increase of operating cash was primarily the result of the change in
working capital. Inventories increased $8.6 million during the first half of
2004 to $134.3 million, as compared to the first six months of 2003, when total
inventories increased by $13.9 million.
The Company had total debt, including notes payable, of $237.9 million at June
30, 2004, compared to $230.9 million at December 31, 2003. This increase in debt
is attributable to seasonal increased working capital requirements and increased
expenditures for property, plant and equipment during the first two quarters of
2004. In June 2004, Libbey entered into an unsecured agreement for a Revolving
Credit Agreement (Revolving Credit Agreement or Agreement) as detailed in Note 1
to the Consolidated Financial Statements. The Revolving Credit Agreement
replaced an unsecured agreement for an Amended and Restated Revolving Credit
Agreement entered into on February 10, 2003 by the Company, that was to mature
on April 23, 2005. The new Agreement is for a five-year term, maturing June 24,
2009. The Company had additional debt capacity at June 30, 2004, under the
Revolving Credit Agreement of $123.3 million. Of Libbey's total outstanding
indebtedness, $80.6 million was subject to fluctuating interest rates at June
30, 2004. A change of one percent in such rates would have resulted in a change
in interest expense of approximately $0.8 million on an annual basis as of June
30, 2004.
On March 31, 2003, Libbey issued $100 million of privately placed senior notes.
Eighty million dollars of the notes have an average interest rate of 4.65% with
an initial average maturity of 8.4 years and a remaining average maturity of 7.2
years. The additional $20 million has a floating interest rate at a margin over
the London Interbank Offer Rate (LIBOR). The floating interest rate at June 30,
2004, on the $20 million debt was 2.16%.
Libbey has entered into Interest Rate Protection Agreements with respect to $75
million of its debt. The average fixed rate of interest under these Interest
Rate Protection Agreements is
21
6.1%, and the total interest rate, including applicable fees, is 7.6%. The
average maturity of these Interest Rate Protection Agreements is 1.1 years at
June 30, 2004. The Company is not aware of any trends, demands, commitments, or
uncertainties that will result or that are reasonably likely to result in a
material change in Libbey's liquidity.
The Company believes that its cash from operations and available borrowings
under the Revolving Credit Agreement, private placement senior notes and other
short-term lines of credit will be sufficient to fund its operating
requirements, capital expenditures, and all other obligations (including debt
service and dividends) throughout the remaining term of the Revolving Credit
Agreement.
Since mid-1998, the Company has repurchased 5,125,000 shares for $140.7 million.
Board authorization remains at June 30, 2004 for the purchase of an additional
1,000,000 shares. Starting in 2003, a portion of the repurchased common stock is
being used by the Company to fund the Employee Stock Purchase Plan (ESPP) and
the Company match contributions for its employee 401(k) plans.
During the first two quarters of 2004, the Company had capital expenditures of
$17.0 million compared to $11.1 million in the year-ago period. These
expenditures primarily relate to furnace and machine rebuild activity and
investments in higher productivity and laborsaving machinery and equipment. The
Company expects to spend $35 to $40 million for capital expenditures during
2004.
The Company's long term operating leases are reported in the Company's 2003
Annual Report on Form 10-K. The long term operating leases have not materially
changed since the 2003 Form 10-K. The Company's obligations for debt are listed
below and in Note 1 of this report.
Payments Due by Period
----------------------
Total 1 Year 2-3 Years 4-5 Years After 5 Years
------ ------ --------- --------- -------------
Debt $237.9 $14.3 $0.2 $146.6 $76.8
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks due to changes in currency values,
although the majority of the Company's revenues and expenses are denominated in
the U.S. dollar. The currency market risks include devaluations and other major
currency fluctuations relative to the U.S. dollar, euro or Mexican peso that
could reduce the cost competitiveness of the Company's products or that of
Vitrocrisa compared to foreign competition; the effect of high inflation in
Mexico; and exchange rate changes to the value of the Mexican peso and impact of
those changes on the earnings and cash flow of Vitrocrisa, expressed under
accounting principles generally accepted in the United States.
The Company is exposed to market risk associated with changes in interest rates
in the U.S. and has entered into Interest Rate Protection Agreements (Rate
Agreements) with respect to $75.0 million of debt as a means to manage its
exposure to fluctuating interest rates. The Rate Agreements effectively convert
this portion of the Company's borrowings from variable rate debt to a fixed-rate
basis, thus reducing the impact of interest rate changes on future income. The
average fixed rate of interest for the Company's borrowings related to the Rate
Agreements at June 30, 2004 is 6.1% and the total interest rate, including
applicable fees, is 7.6%. The average maturity of these Rate Agreements is 1.1
years at June 30, 2004. Total remaining debt not
22
covered by the Rate Agreements has fluctuating interest rates with a weighted
average rate of 3.6% at June 30, 2004. The Company had $80.6 million of debt
subject to fluctuating interest rates at June 30, 2004. A change of one percent
in such rates would result in a change in interest expense of approximately $0.8
million on an annual basis.
The interest rate differential to be received or paid under the Rate Agreements
is being recognized over the life of the Rate Agreements as an adjustment to
interest expense. If the counterparts to these Rate Agreements were to fail to
perform, the Company would no longer be protected from interest rate
fluctuations by these Rate Agreements. However, the Company does not anticipate
nonperformance by the counterparts.
The fair value of the Company's Rate Agreements is determined using the market
standard methodology of netting the discounted expected future variable cash
receipts and the discounted future fixed cash payments. The variable cash
receipts are based on an expectation of future interest rates derived from
observed market interest rate forward curves. The Company does not expect to
cancel these agreements and expects them to expire as originally contracted.
In addition to the Rate Agreements, the Company has also entered into commodity
contracts to hedge the price of anticipated required purchases of natural gas.
The Company has designated these derivative instruments as cash flow hedges. As
such, the changes in fair value of these derivative instruments are recorded in
accumulated other comprehensive income (loss) and reclassified into earnings as
the underlying hedged transaction or items affects earnings. At June 30, 2004,
approximately $1.4 million of unrealized net losses were recorded in accumulated
other comprehensive loss.
OTHER INFORMATION
This document and supporting schedules contains statements that are not
historical facts and constitute projections, forecasts or forward-looking
statements. Such statements only reflect the Company's best assessment at this
time, and may be identified by the use of forward-looking words or phrases such
as "anticipate," "believe," "expect," "intend," "may," "planned," "potential,"
"should," "will," "would" or similar phrases. Such forward-looking statements
involve risks and uncertainty; actual results may differ materially from such
statements, and undue reliance should not be placed on such statements.
Important factors potentially affecting the Company's performance include, but
are not limited to:
- major slowdowns in the retail, travel, restaurant and bar or
entertainment industries, including the impact of armed hostilities
or any other international or national calamity, including any act
of terrorism, on the retail, travel, restaurant and bar or
entertainment industries;
- significant increases in interest rates that increase the Company's
borrowing costs;
- significant increases in per-unit costs for natural gas,
electricity, corrugated packaging and other purchased materials;
- increases in expenses associated with higher medical costs,
increased pension expense associated with lower returns on pension
investments and increased pension obligations;
- devaluations and other major currency fluctuations relative to the
U.S. dollar, euro or Mexican peso that could reduce the cost
competitiveness of the Company's or Vitrocrisa's products compared
to foreign competition;
23
- the effect of high inflation in Mexico and exchange rate changes to
the value of the Mexican peso and the earnings expressed under
accounting principles generally accepted in the United States and
cash flow of Vitrocrisa;
- the inability to achieve savings and profit improvements at targeted
levels at the Company and Vitrocrisa from capacity realignment,
re-engineering and operational restructuring programs or within the
intended time periods;
- protracted work stoppages related to collective bargaining
agreements;
- increased competition from foreign suppliers endeavoring to sell
glass tableware in the United States, Mexico and Europe, including
the impact of lower duties for imported products;
- whether the Company completes any significant acquisitions and
whether such acquisitions can operate profitably.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Securities
Exchange Act of 1934 (the "Exchange Act") reports are recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well-designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Also, we have investments in certain
unconsolidated entities. As we do not control or manage these entities, our
disclosure controls and procedures with respect to such entities are necessarily
substantially more limited than those we maintain with respect to our
consolidated subsidiaries.
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under
the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the quarter
covered by this report. Based on the foregoing, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective at the reasonable assurance level.
There has been no change in the Company's internal controls over financial
reporting during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
controls over financial reporting.
24
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of Maximum Number
Share Purchased of Shares that May
as Part of Publicly Yet Be Purchased
Total Number of Average Price Paid Announced Plans Under the Plans or
Period Shares Purchased per Share or Programs Programs (1)
------ ---------------- ------------------ ----------------- ------------------
April 1 to April 30, 2004 -- -- -- 1,000,000
May 1, to May 31, 2004 -- -- -- 1,000,000
June 1, to June 30, 2004 -- -- -- 1,000,000
---------------- ------------------ ----------------- ------------------
Total -- -- --
================ ================== ================= ==================
(1) Libbey announced on December 10, 2002 that its Board of Directors authorized
the purchase of up to 2,500,000 shares of the Company's common stock in the open
market and negotiated purchases. The timing of the purchases will depend on
financial and market conditions. There is no expiration date for the plan.
25
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Shareholders of the Company was held on May 6, 2004.
At the meeting, action was taken with respect to the following matters:
(a) Carlos V. Duno, Peter C. McC. Howell and Richard I. Reynolds were
reelected as directors of the Company. The terms of office of
William A. Foley, John F. Meier, Deborah G. Miller, Carol B.
Moerdyk, Gary L. Moreau and Terence P. Stewart continued after the
meeting.
(b) The Amended and Restated 1999 Equity Participation Plan of Libbey
Inc. was approved.
The number of shares cast for, against or withheld, as well as the number of
abstentions and broker non-votes, on each matter considered at the meeting were
as follows:
Abstentions /
Shares Voted Shares Broker Non-
Shares Voted For Against Withheld Votes
---------------- ------------ -------- -------------
1. Election of Directors
Carlos V. Duno 11,865,229 -- 623,687 --
Peter C. McC. Howell 11,783,110 -- 705,806 --
Richard I. Reynolds 12,117,228 -- 371,688 --
2. Amended and Restated 1999 Equity
Participation Plan of Libbey Inc. 8,863,299 3,105,945 -- 519,672
There were 504,248 broker non-votes included in the results of the Equity
Participation Plan. There were no broker non-votes included in the results of
the election of directors.
ITEM 5. OTHER INFORMATION
(b) There has been no material change to the procedures by which
security holders may recommend nominees to the Company's board of
directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The exhibits listed in the accompanying "Exhibit Index"
are filed as part of this report.
(b) Reports on Form 8-K:
A report under Item 12 was furnished dated April 27 2004, announcing
financial results for the first quarter ended March 31, 2004
A report under Item 9 was furnished dated May 6, 2004, announcing a
new General Counsel for Libbey and the review of its annual meeting
of shareholders.
26
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Restated Certificate of Incorporation of Libbey Inc. (filed as
Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993 and incorporated herein by
reference).
3.2 Amended and Restated By-Laws of Libbey Inc. (filed as Exhibit
3.2 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993 and incorporated herein by
reference).
4.1 Restated Certificate of Incorporation of Libbey Inc.
(incorporated by reference herein as Exhibit 3.1).
4.2 Amended and Restated By-Laws of Libbey Inc. (incorporated by
reference herein as Exhibit 3.2).
4.3 Rights Agreement, dated January 5, 1995, between Libbey Inc. and
The Bank of New York, which includes the form of Certificate of
Designations of the Series A Junior Participating Preferred
Stock of Libbey Inc. as Exhibit A, the form of Right Certificate
as Exhibit B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C, (filed as Exhibit 1 to Registrant's
Registration Statement on Form 8-A dated January 20, 1995 and
incorporated herein by reference).
4.4 First Amendment to Rights Agreement, dated February 3, 1999,
between Libbey Inc. and The Bank of New York (filed as Exhibit
4.4 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by reference).
10.1 Credit Agreement dated June 24, 2004, among Libbey Glass Inc.
and Libbey Europe B.V., as the borrowers, the Bank of America,
N.A., as the Administrative Agent, Swing Line Lender and as an
L/C Issuer, The Bank of New York, as the Syndication Agent, The
Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, as the
Documentation Agent, and the other lenders listed therein (filed
herein).
10.2 Libbey Inc. Guaranty Agreement dated June 24, 2004, among Libbey
Inc. in favor of Bank of America, N.A. and the guaranteed
creditors of the Credit Agreement (filed herein).
10.3 Subsidiary Guaranty Agreement dated June 24, 2004, among certain
subsidiaries of Libbey Glass Inc. in favor of Bank of America,
N.A. and the guaranteed creditors of the Credit Agreement (filed
herein).
27
10.4 Libbey Glass Inc. Guaranty Agreement dated June 24, 2004, among Libbey Glass
Inc. in favor of Bank of America, N.A. as administrative agent for each of the
lenders of the Credit Agreement (filed herein).
10.5 Libbey and Libbey Glass Guaranty dated April 2, 2004, among Libbey Inc. and
Libbey Glass Inc. in favor of the Tranche B lenders and the administrative
agent of the certain Credit Agreement (filed herein).
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule
15d-14(a) (filed herein).
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule
15d-14(a) (filed herein).
32.1 Chief Executive Officer Certification Pursuant To 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (filed
herein).
32.2 Chief Financial Officer Certification Pursuant To 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (filed
herein).
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIBBEY INC.
Date August 9, 2004 By /s/ Scott M. Sellick
----------------------------------------------
Scott M. Sellick,
Vice President, Chief Financial Officer
(duly authorized principal financial officer)
29