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8-K - 8-K - LIBBEY INCq32011pressrelease.htm

Exhibit 99.1
Libbey Inc.
300 Madison Ave
P.O. Box 10060
Toledo, OH 43699
 
 
NEWS RELEASE


AT THE COMPANY:            
Kenneth Boerger            
Vice President and Treasurer                    
(419) 325-2279                


FOR IMMEDIATE RELEASE
THURSDAY, OCTOBER 27, 2011         


LIBBEY INC. ANNOUNCES THIRD QUARTER 2011 RESULTS

Third Quarter Net Sales of $207.2 Million, an Increase of 3.6 Percent, Compared to $200.0 Million in the Prior-Year Quarter
Glass Operations Sales Increase 5.9 Percent in the Third Quarter of 2011, Compared to the Prior-Year Quarter
Income From Operations of $18.4 Million in the Third Quarter of 2011, Compared to Income From Operations of $15.7 Million in the Prior-Year Quarter
Net Income of $0.34 Per Diluted Share in the Third Quarter of 2011, Compared to $0.12 Per Diluted Share in the Prior-Year Quarter
Adjusted EBITDA of $33.1 Million in the Third Quarter of 2011, Compared to $28.1 Million in the Third Quarter of 2010
Working Capital as a Percentage of Last Twelve Month Sales of 25.7 Percent at September 30, 2011, an All Time Best for Any Third Quarter


TOLEDO, OHIO, OCTOBER 27, 2011--Libbey Inc. (NYSE Amex: LBY) announced today that sales for the third quarter of 2011 were $207.2 million, compared to $200.0 million in the third quarter of 2010, an improvement of 3.6 percent. Libbey reported net income of $7.1 million, or $0.34 per diluted share, for the third quarter ended September 30, 2011, compared to net income of $2.3 million, or $0.12 per diluted share, in the prior-year quarter. Excluding special items of $2.1 million of expense in the third quarter of 2011 and $2.4 million of expense in the third quarter of 2010, the Company had net income of $9.2 million (see Table 1) and diluted earnings per share of $0.45 during the third quarter of 2011 (the highest third quarter adjusted diluted earnings per share since the third quarter of 2003), compared to net income of $4.7 million and diluted earnings per share of $0.23 for the third quarter of 2010. The special items during the third quarter of 2011 included a $2.1 million charge for CEO transition expenses. The special items in the third quarter of 2010 included a write-down of decorating assets at the Company's Shreveport, Louisiana, facility and fees related to the secondary stock offering completed in August 2010, for which no proceeds were received by the Company.

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Third Quarter Results

For the quarter-ended September 30, 2011, net sales increased 3.6 percent (1.3 percent excluding currency impact) to $207.2 million, compared to $200.0 million in the year-ago quarter. Sales in the Glass Operations segment were $190.8 million, an increase of 5.9 percent (3.3 percent excluding the impact of currency on sales), compared to $180.2 million in the third quarter of 2010 (see Table 5). Primary contributors to the increased sales were a 47.9 percent increase in sales within our China sales region (40.2 percent excluding currency impact), an 8.0 percent increase in sales within our U.S. and Canadian sales region and a 5.2 percent increase in sales within our European sales region (a 4.0 percent decrease excluding the impact of currency). Sales within our Mexico sales region decreased 2.1 percent (excluding the currency impact, net sales were 5.2 percent lower than the prior year quarter). Sales to U.S. and Canadian retail glassware customers increased a very solid 8.8 percent. Glassware sales to U.S. and Canadian foodservice customers increased 4.8 percent during the third quarter of 2011, as shipments to foodservice customers were strong in August and September. Sales in the Other Operations segment were $16.6 million, compared to $20.0 million in the prior-year quarter. As a result of the sale of substantially all of the assets of our Traex subsidiary in late April 2011, sales of Traex products were lower by $4.2 million versus the prior year, accounting for more than the total $3.4 million decrease in sales for Other Operations. Partially offsetting the lack of sales of Traex products were increased sales to World Tableware customers of 7.2 percent during the quarter and a 2.6 percent increase in sales to Syracuse China customers.

The Company reported income from operations of $18.4 million during the quarter, compared to income from operations of $15.7 million in the year-ago quarter. Income from operations, excluding special items (see Table 1), was $20.4 million in the third quarter of 2011, compared to $18.0 million during the third quarter of 2010. The special items during the third quarter of 2011 included a $2.1 million charge for CEO transition expenses that were primarily non-cash charges related to accelerated vesting of previously issued equity compensation. The special items in the third quarter of 2010 included a write-down of decorating assets at the Company's Shreveport, Louisiana, facility and fees related to the secondary stock offering completed in August 2010, for which no proceeds were received by the Company. The improvement in income from operations was largely driven by the higher sales, a better mix of sales and higher production activity, as the special items were similar in amount in the third quarter of both 2011 and 2010.

Libbey reported earnings before interest and taxes (EBIT) of $20.6 million, compared to EBIT of $15.7 million in the year-ago quarter. Items that drove the improved EBIT included the higher sales, improved mix of sales and higher production activity discussed above and a translation gain of $1.7 million primarily as a result of fluctuations in the Mexican peso. EBIT, excluding special items (see Table 1), was $22.7 million in the third quarter of 2011, compared to $18.0 million during the third quarter of 2010. An increase of $2.3 million in other income (excluding special items) was primarily the translation impact of Libbey Mexico's net peso-denominated liability position. Segment EBIT (see Table 5) was $29.8 million for Glass Operations, compared to segment EBIT of $24.9 million in the year-ago quarter. Other Operations reported segment EBIT for the third quarter of 2011 of $3.0 million, compared to $2.8 million in the year-ago quarter.

Libbey reported that Adjusted EBITDA (see Table 3) was $33.1 million in the third quarter of 2011, compared to $28.1 million in the third quarter of 2010. The third quarter of 2010 included EBITDA related to Traex of $1.0 million.



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Interest expense decreased by $1.3 million to $10.6 million, compared to $11.9 million in the year-ago period, primarily as a result of the impact of the $40.0 million debt repayment completed in March 2011.

The effective tax rate decreased to 29.1 percent for the quarter-ended September 30, 2011, compared to 38.6 percent for the quarter-ended September 30, 2010. The effective tax rate was influenced by jurisdictions with recorded valuation allowances and changes in the mix of earnings with differing statutory rates.

Libbey reported net income of $7.1 million, or $0.34 per diluted share, for the third quarter ended September 30, 2011, compared to net income of $2.3 million, or $0.12 per diluted share, in the prior-year quarter. Excluding special items of $2.1 million of expense in the third quarter of 2011 and $2.4 million of expense in the third quarter of 2010, Libbey had net income of $9.2 million (see Table 1) and diluted earnings per share of $0.45 during the third quarter of 2011, compared to net income of $4.7 million and diluted earnings per share of $0.23 for the third quarter of 2010. The special items during the third quarter of 2011 included a $2.1 million charge for CEO transition expenses that were primarily non-cash charges related to accelerated vesting of previously issued equity compensation. The special items in the third quarter of 2010 included a write-down of decorating assets at the Company's Shreveport, Louisiana, facility and fees related to the secondary stock offering completed in August 2010, for which no proceeds were received by the Company.

Nine-Month Results
  
For the nine months ended September 30, 2011, sales increased 4.4 percent to $602.3 million, compared to $576.9 million in the first nine months of 2010. Excluding the impact of currency, sales increased 2.2 percent. Sales in the Glass Operations segment were $547.4 million, an increase of 6.0 percent (3.6 percent excluding the impact of currency on sales), compared to $516.2 million in the first nine months of 2010 (see Table 5). Primary contributors to the increased sales were a 60.5 percent increase in sales within our China sales region (53.2 percent excluding currency impact), an 11.0 percent increase in sales within our European sales region (3.4 percent excluding the impact of currency), and an 11.2 percent increase in sales within our International sales region, compared to the prior-year first nine months. Sales within our Mexico region were essentially flat (excluding the currency impact, sales decreased 4.9 percent). Sales to U.S. and Canadian foodservice glassware customers increased 2.2 percent. Sales to U.S. and Canadian retail customers increased 3.8 percent during the first nine months of 2011, compared to the first nine months of 2010. Sales to U.S. and Canadian business-to-business customers increased 9.3 percent during the first nine months of 2011, compared to the first nine months of 2010. Sales in the Other Operations segment were $55.4 million, compared to $61.2 million in the prior-year, reflecting the late April 2011 disposition of substantially all of the assets of Traex. Sales of Syracuse China products increased 4.5 percent and sales to World Tableware customers increased 3.1 percent. Sales of Traex products were lower by $7.5 million versus the prior year, as the result of the sale of substantially all of the assets of Traex in late April, and accounted for more than the total $5.8 million decrease in sales for Other Operations.

The Company reported income from operations of $53.8 million during the first nine months of 2011, compared to income from operations of $49.6 million in the year-ago period. Adjusted income from operations was $55.4 million for the first nine months of 2011, compared to $54.1 million in 2010 (see Table 2). Factors contributing to the increase in adjusted income from operations were higher sales, an improved mix of sales and lower natural gas costs, which were partially offset by the impact of lower capacity utilization at Libbey Mexico and increased selling, general and administrative expenses.

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EBIT was $59.3 million in the first nine months of 2011, compared to $107.3 million in the first nine months of 2010. Adjusted EBIT for the first nine months of 2011, as detailed in Table 2, was $56.8 million, compared to Adjusted EBIT of $55.2 million in the first nine months of 2010. Segment EBIT for the Glass Operations segment was $77.2 million during the first nine months of 2011, compared to segment EBIT of $71.5 million in the first nine months of 2010. The increase is primarily the result of increased sales. The Other Operations segment reported EBIT for the first nine months of 2011 of $9.6 million, compared to $11.0 million in the year-ago period, with the decrease being the result of slightly higher costs and the sale of substantially all of the assets of Traex in April 2011.

The special items in the first nine months of 2010 included a gain of $70.2 million, which represented the difference between the carrying value and the face value of the Payment in Kind (PIK) notes that were redeemed in February 2010. This gain was partially offset by the write-off of $13.4 million of unamortized fees and discounts on the refinanced floating rate senior notes and Asset Backed Loan (ABL) credit facility and call premium payments.
Libbey reported that Adjusted EBITDA, as detailed in Table 3, was $89.1 million in the first nine months of 2011, compared to Adjusted EBITDA of $86.2 million in the year-ago nine-month period.
  
Interest expense decreased by $0.3 million in the first nine months of 2011 to $32.9 million, compared to $33.2 million in the year-ago period. The decrease in interest expense was primarily attributable to the lower debt levels in 2011 which were partially offset by the fact that a portion of the Company's debt carried a low effective interest rate in January 2010, prior to the debt refinancing completed in February 2010.

The effective tax rate was 18.3 percent for the first nine months of 2011, compared to 9.1 percent for the first nine months of 2010. The effective tax rate was influenced by valuation allowances and changes in the mix of earnings with differing statutory rates.
  
Libbey reported net income of $21.5 million for the first nine months of 2011, or $1.04 per diluted share, compared to net income of $67.3 million, or $3.26 per diluted share, in the first nine months of 2010. Excluding special items of $2.5 million, Libbey had net income of $19.1 million (see Table 2) and diluted earnings per share of $0.92 for the first nine months of 2011, compared to net income of $15.2 million, or diluted earnings per share of $0.73 in the first nine months of 2010. The significant special items in the first nine months of 2011 included the $3.2 million gain on the sale of substantially all of the assets of Traex and a $3.4 million gain on the sale of land at Royal Leerdam, which were partially offset by $2.5 million in mostly non-cash CEO transition expenses and $2.8 million in expenses related to the redemption in March 2011 of $40.0 million of senior notes. The special items in the first nine months of 2010 included a gain of $70.2 million, which represented the difference between the carrying value and the face value of the New PIK notes that were redeemed in February 2010. This gain was partially offset by the write-off of $13.4 million of unamortized fees and discounts on the refinanced floating rate senior notes and ABL credit facility and call premium payments. Also included was a write-down of certain after-processing equipment within the Company's Glass Operations segment.
 
Working Capital and Liquidity

As of September 30, 2011, working capital, defined as inventories and accounts receivable less accounts payable, was $212.3 million, compared to $214.5 million at September 30, 2010. Working capital as a percentage of the last twelve months' net sales was 25.7 percent at September 30, 2011, compared to 27.3 percent at September 30, 2010.

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Free cash flow, as detailed in the attached Table 4, was a use of $12.5 million for the third quarter of 2011, compared to a use of $10.5 million in the third quarter of 2010. Free cash flow was a use of $6.0 million in the first nine months of 2011, compared to a use of $0.6 million in the first nine months of 2010, after adjusting for the payment of interest on the New PIK notes.

Libbey reported that it had available capacity of $85.0 million under its ABL credit facility as of September 30, 2011, with no loans currently outstanding. The Company also had cash on hand of $24.6 million at September 30, 2011, after reducing total borrowings by $7.1 million during the third quarter.
 
Solid Improvement in Glass Operations Segment Sales and Adjusted EBITDA

Stephanie A. Streeter, chief executive officer, said, “We were pleased with the overall sales improvements we saw, especially in China in the Glass Operations segment in the third quarter. We were also encouraged by the improved performance of the U.S. and Canadian retail and foodservice channels of distribution. We are especially proud of our adjusted EBITDA results of $33.1 million; a $5.0 million improvement over the third quarter of 2010, and our working capital reductions over the past twelve months. These improvements signal we continue to make progress towards our goal of improving our profitability and cash flow so that we can better align our capital structure over time."

Webcast Information

Libbey will hold a conference call for investors on Thursday, October 27, 2011, at 11 a.m. Eastern Daylight Time. The conference call will be simulcast live on the Internet and is accessible from the Investor Relations section of www.libbey.com. To listen to the call, please go to the website at least 10 minutes early to register, download and install any necessary software. A replay will be available for 30 days after the conclusion of the call.


This press release includes forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements only reflect the Company's best assessment at this time and are indicated by words or phrases such as “goal,” “expects,” “ believes,” “will,” “estimates,” “anticipates,” or similar phrases. Investors are cautioned that forward-looking statements involve risks and uncertainty and that actual results may differ materially from these statements, and that investors should not place undue reliance on such statements. These forward-looking statements may be affected by the risks and uncertainties in the Company's business. This information is qualified in its entirety by cautionary statements and risk factor disclosures contained in the Company's Securities and Exchange Commission filings, including the Company's report on Form 10-K filed with the Commission on March 14, 2011. Important factors potentially affecting performance include but are not limited to increased competition from foreign suppliers endeavoring to sell glass tableware in the United States and Mexico; the impact of lower duties for imported products; global economic conditions and the related impact on consumer spending levels; major slowdowns in the retail, travel or entertainment industries in the United States, Canada, Mexico, Western Europe and Asia, caused by terrorist attacks or otherwise; significant increases in per-unit costs for natural gas, electricity, freight, corrugated packaging, and other purchased materials; high levels of indebtedness; high interest rates that increase the Company's borrowing costs or volatility in the financial markets that could constrain liquidity and credit availability; protracted work stoppages related to collective bargaining agreements; increases in expense 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 and the Euro that could reduce the cost competitiveness of the Company's products compared to foreign competition; the effect of high inflation in Mexico and exchange

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rate changes to the value of the Mexican peso and the earnings and cash flow of Crisa, expressed under U.S. GAAP; the inability to achieve savings and profit improvements at targeted levels in the Company's operations or within the intended time periods; and whether the Company completes any significant acquisition and whether such acquisitions can operate profitably. Any forward-looking statements speak only as of the date of this press release, and the Company assumes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this press release.

Libbey Inc.:
is the largest manufacturer of glass tableware in the western hemisphere and one of the largest glass tableware manufacturers in the world;
is the leading manufacturer of tabletop products for the U.S. foodservice industry; and
supplies products to foodservice, retail, industrial and business-to-business customers in over 100 countries.

Based in Toledo, Ohio, since 1888, Libbey operates glass tableware manufacturing plants in the United States in Louisiana and Ohio, as well as in Mexico, China, Portugal and the Netherlands. Its Crisa subsidiary, located in Monterrey, Mexico, is the leading producer of glass tableware in Mexico and Latin America. Its Royal Leerdam subsidiary, located in Leerdam, Netherlands, is among the world leaders in producing and selling glass stemware to retail, foodservice and industrial clients. Its Crisal subsidiary, located in Portugal, provides an expanded presence in Europe. Its Syracuse China subsidiary designs and distributes an extensive line of high-quality ceramic dinnerware, principally for foodservice establishments in the United States. Its World Tableware subsidiary imports and sells a full-line of metal flatware and holloware and an assortment of ceramic dinnerware and other tabletop items principally for foodservice establishments in the United States. In 2010, Libbey Inc.'s net sales totaled $799.8 million.





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LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per-share amounts)
(unaudited)

 
Three months ended September 30,
 
2011
 
2010
Net sales
$
207,246

 
$
200,007

Freight billed to customers
511

 
457

Total revenues
207,757

 
200,464

Cost of sales (1)
162,873

 
158,779

Gross profit
44,884

 
41,685

Selling, general and administrative expenses (1)
26,739

 
25,335

Special charges (1)
(232
)
 
700

Income from operations
18,377

 
15,650

Other income (1)
2,237

 
23

Earnings before interest and income taxes
20,614

 
15,673

Interest expense
10,559

 
11,855

Income before income taxes
10,055

 
3,818

Provision for income taxes
2,928

 
1,472

Net income
$
7,127

 
$
2,346

 
 
 
 
Net income per share:
 
 
 
Basic:
$
0.35

 
$
0.13

Diluted:
$
0.34

 
$
0.12

 
 
 
 
Weighted average shares:
 
 
 
Outstanding
20,182

 
18,148

Diluted
20,715

 
20,287


(1) Refer to Table 1 for Special Items detail.


LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per-share amounts)
(unaudited)

 
Nine months ended September 30,
 
2011
 
2010
Net sales
$
602,274

 
$
576,947

Freight billed to customers
1,760

 
1,311

Total revenues
604,034

 
578,258

Cost of sales (1)
473,168

 
454,665

Gross profit
130,866

 
123,593

Selling, general and administrative expenses (1)
77,365

 
72,878

Special charges (1)
(281
)
 
1,088

Income from operations
53,782

 
49,627

(Loss) gain on redemption of debt (1)
(2,803
)
 
56,792

Other income (1)
8,307

 
916

Earnings before interest and income taxes
59,286

 
107,335

Interest expense
32,929

 
33,243

Income before income taxes
26,357

 
74,092

Provision for income taxes
4,825

 
6,769

Net income
$
21,532

 
$
67,323

 
 
 
 
Net income per share:
 
 
 
Basic:
$
1.07

 
$
3.98

Diluted:
$
1.04

 
$
3.26

 
 
 
 
Weighted average shares:
 
 
 
Outstanding
20,079

 
16,928

Diluted
20,726

 
20,658


(1) Refer to Table 2 for Special Items detail.


LIBBEY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)



 
September 30, 2011
 
December 31, 2010
 
(unaudited)
 
 
ASSETS:
 
 
 
Cash and cash equivalents
$
24,583

 
$
76,258

Accounts receivable — net
93,447

 
92,101

Inventories — net
171,217

 
148,146

Other current assets
13,900

 
6,437

Total current assets
303,147

 
322,942

 
 
 
 
Pension asset
14,383

 
12,767

Goodwill and purchased intangibles — net
188,259

 
192,474

Property, plant and equipment — net
263,437

 
270,397

Other assets
19,101

 
20,391

Total assets
$
788,327

 
$
818,971

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY:
 
 
 
Accounts payable
$
52,317

 
$
59,095

Accrued liabilities
85,983

 
83,298

Pension liability (current portion)
5,975

 
2,330

Non-pension postretirement benefits (current portion)
5,017

 
5,017

Other current liabilities
1,891

 
7,281

Long-term debt due within one year
3,219

 
3,142

Total current liabilities
154,402

 
160,163

 
 
 
 
Long-term debt
403,055

 
443,983

Pension liability
90,464

 
115,521

Non-pension postretirement benefits
68,389

 
67,737

Other liabilities
17,374

 
20,301

Total liabilities
733,684

 
807,705

 
 
 
 
Common stock, capital in excess of par value and warrants
305,101

 
300,889

Retained deficit
(157,145
)
 
(178,677
)
Accumulated other comprehensive loss
(93,313
)
 
(110,946
)
Total shareholders’ equity
54,643

 
11,266

Total liabilities and shareholders’ equity
$
788,327

 
$
818,971



LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)

 
Three months ended September 30,
 
2011
 
2010
Operating activities:
 
 
 
Net income
$
7,127

 
$
2,346

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
Depreciation and amortization
10,357

 
10,040

Loss on asset sales
347

 
78

Change in accounts receivable
2,989

 
(15,355
)
Change in inventories
(5,084
)
 
(2,418
)
Change in accounts payable
(7,855
)
 
(15
)
Accrued interest and amortization of discounts, warrants and finance fees
(7,135
)
 
(8,996
)
Pension & non-pension postretirement benefits
(11,530
)
 
917

Restructuring charges
(262
)
 
627

Accrued liabilities & prepaid expenses
3,673

 
7,099

Income taxes
2,578

 
1,129

Share-based compensation expense
2,398

 
741

Other operating activities
(2,293
)
 
1,027

Net cash used in operating activities
(4,690
)
 
(2,780
)
Investing activities:
 
 
 
Additions to property, plant and equipment
(8,059
)
 
(7,743
)
Net proceeds from sale of Traex
158

 

Proceeds from asset sales and other
65

 

Net cash used in investing activities
(7,836
)
 
(7,743
)
Financing activities:
 
 
 
Net (repayments) on ABL credit facility
(2,105
)
 

Other repayments
(4,673
)
 
(878
)
Debt issuance costs and other
(19
)
 

Net cash used in financing activities
(6,797
)
 
(878
)
Effect of exchange rate fluctuations on cash
(403
)
 
796

Decrease in cash
(19,726
)
 
(10,605
)
Cash at beginning of period
44,309

 
46,173

Cash at end of period
$
24,583

 
$
35,568






LIBBEY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
 
Nine months ended September 30,
 
2011
 
2010
Operating activities:
 
 
 
Net income
$
21,532

 
$
67,323

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
32,265

 
30,994

(Gain) loss on asset sales
(6,449
)
 
343

Change in accounts receivable
(1,813
)
 
(28,967
)
Change in inventories
(24,156
)
 
(17,218
)
Change in accounts payable
(7,183
)
 
773

Accrued interest and amortization of discounts, warrants and finance fees
(6,309
)
 
6,795

Gain on redemption of new PIK notes

 
(70,193
)
Payment of interest on new PIK notes

 
(29,400
)
Call premium on senior notes and floating rate notes
1,203

 
8,415

Write-off of finance fees & discounts on senior notes, old ABL and floating rate notes
1,600

 
4,986

Pension & non-pension postretirement benefits
(8,586
)
 
3,788

Restructuring charges
(828
)
 
3,023

Accrued liabilities & prepaid expenses
4,882

 
4,635

Income taxes
(7,168
)
 
890

Share-based compensation expense
4,365

 
2,572

Other operating activities
(1,211
)
 
408

Net cash provided by (used in) operating activities
2,144

 
(10,833
)
Investing activities:
 
 
 
Additions to property, plant and equipment
(26,457
)
 
(19,122
)
Net proceeds from sale of Traex
13,000

 

Proceeds from asset sales and other
5,264

 

Net cash used in investing activities
(8,193
)
 
(19,122
)
Financing activities:
 

 
 

Other repayments
(4,770
)
 
(969
)
Other borrowings

 
215

Floating rate note payments

 
(306,000
)
Senior note payments
(40,000
)
 

Call premium on senior notes and floating rate notes
(1,203
)
 
(8,415
)
PIK note payment

 
(51,031
)
Proceeds from senior secured notes

 
392,328

Stock options exercised
478

 
8

Debt issuance costs and other
(462
)
 
(15,496
)
Net cash (used in) provided by financing activities
(45,957
)
 
10,640

Effect of exchange rate fluctuations on cash
331

 
(206
)
Decrease in cash
(51,675
)
 
(19,521
)
Cash at beginning of period
76,258

 
55,089

Cash at end of period
$
24,583

 
$
35,568





In accordance with the SEC’s Regulation G, tables 1, 2, 3, 4 and 5 provide non-GAAP measures used in this earnings release and a reconciliation to the most closely related Generally Accepted Accounting Principle (GAAP) measure. Libbey believes that providing supplemental non-GAAP financial information is useful to investors in understanding Libbey's core business and trends. In addition, it is the basis on which Libbey's management assesses performance. Although Libbey believes that the non-GAAP financial measures presented enhance investors' understanding of Libbey's business and performance, these non-GAAP measures should not be considered an alternative to GAAP.

Table 1
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of "As Reported" Results to "As Adjusted" Results - Quarter
 
 
(Dollars in thousands, except per-share amounts)
 
 
 
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
 
2011
 
2010
 
 
As Reported
 
Special Items
 
As Adjusted
 
As Reported
 
Special Items
 
As Adjusted
Net sales
 
$
207,246

 
$

 
$
207,246

 
$
200,007

 
$

 
$
200,007

Freight billed to customers
 
511

 

 
511

 
457

 

 
457

Total revenues
 
207,757

 

 
207,757

 
200,464

 

 
200,464

Cost of sales
 
162,873

 
154

 
162,719

 
158,779

 
578

 
158,201

Gross profit
 
44,884

 
(154
)
 
45,038

 
41,685

 
(578
)
 
42,263

Selling, general and administrative expenses
 
26,739

 
2,091

 
24,648

 
25,335

 
1,096

 
24,239

Special charges
 
(232
)
 
(232
)
 

 
700

 
700

 

Income from operations
 
18,377

 
(2,013
)
 
20,390

 
15,650

 
(2,374
)
 
18,024

Other income
 
2,237

 
(81
)
 
2,318

 
23

 

 
23

Earnings before interest and income taxes
 
20,614

 
(2,094
)
 
22,708

 
15,673

 
(2,374
)
 
18,047

Interest expense
 
10,559

 

 
10,559

 
11,855

 

 
11,855

Income before income taxes
 
10,055

 
(2,094
)
 
12,149

 
3,818

 
(2,374
)
 
6,192

Provision for income taxes
 
2,928

 

 
2,928

 
1,472

 

 
1,472

Net income
 
$
7,127

 
$
(2,094
)
 
$
9,221

 
$
2,346

 
$
(2,374
)
 
$
4,720

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.35

 
$
(0.10
)
 
$
0.46

 
$
0.13

 
$
(0.13
)
 
$
0.26

Diluted
 
$
0.34

 
$
(0.10
)
 
$
0.45

 
$
0.12

 
$
(0.12
)
 
$
0.23

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding
 
20,182

 
 
 
 
 
18,148

 
 
 
 
Diluted
 
20,715

 
 
 
 
 
20,287

 
 
 
 

 
 
Three months ended September 30, 2011
 
Three months ended September 30, 2010
Special Items Detail
   (income) expense:
 
Restructuring
Charges (1)
 
Sale of Traex (2)
 
CEO transition
expenses (3)
 
Total Special Items
 
Restructuring
Charges (1)
 
Equity Offering
Fees (4)
 
Total Special Items
Cost of sales
 
$
154

 
$

 
$

 
$
154

 
$
578

 
$

 
$
578

SG&A
 

 

 
2,091

 
2,091

 

 
1,096

 
1,096

Special charges
 
(232
)
 

 

 
(232
)
 
700

 

 
700

Other (income) expense
 

 
81

 

 
81

 

 

 

Total Special Items
 
$
(78
)
 
$
81

 
$
2,091

 
$
2,094

 
$
1,278

 
$
1,096

 
$
2,374


(1) Restructuring charges are related to the closure of our decorating operations at our Shreveport manufacturing facility.
(2) Expenses related to the sale of substantially all of the assets our Traex subsidiary in April, 2011.
(3) CEO transition expenses primarily represent non-cash charges related to accelerated vesting of previously issued equity compensation.
(4) Equity offering fees are related to the secondary stock offering completed in August 2010, for which the Company received no proceeds.

Table 2
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of "As Reported" Results to "As Adjusted" Results - Nine Months
 
 
(Dollars in thousands, except per-share amounts)
 
 
 
 
 
 
(unaudited)
 
Nine months ended September 30,
 
 
2011
 
2010
 
 
As Reported
 
Special Items
 
As Adjusted
 
As Reported
 
Special Items
 
As Adjusted
Net sales
 
$
602,274

 
$

 
$
602,274

 
$
576,947

 
$

 
$
576,947

Freight billed to customers
 
1,760

 

 
1,760

 
1,311

 

 
1,311

Total revenues
 
604,034

 

 
604,034

 
578,258

 

 
578,258

Cost of sales
 
473,168

 
197

 
472,971

 
454,665

 
2,320

 
452,345

Gross profit
 
130,866

 
(197
)
 
131,063

 
123,593

 
(2,320
)
 
125,913

Selling, general and administrative expenses
 
77,365

 
1,706

 
75,659

 
72,878

 
1,096

 
71,782

Special charges
 
(281
)
 
(281
)
 

 
1,088

 
1,088

 

Income from operations
 
53,782

 
(1,622
)
 
55,404

 
49,627

 
(4,504
)
 
54,131

(Loss) gain on redemption of debt
 
(2,803
)
 
(2,803
)
 

 
56,792

 
56,792

 

Other income
 
8,307

 
6,901

 
1,406

 
916

 
(130
)
 
1,046

Earnings before interest and income taxes
 
59,286

 
2,476

 
56,810

 
107,335

 
52,158

 
55,177

Interest expense
 
32,929

 

 
32,929

 
33,243

 

 
33,243

Income before income taxes
 
26,357

 
2,476

 
23,881

 
74,092

 
52,158

 
21,934

Provision for income taxes
 
4,825

 

 
4,825

 
6,769

 

 
6,769

Net income
 
$
21,532

 
$
2,476

 
$
19,056

 
$
67,323

 
$
52,158

 
$
15,165

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
1.07

 
$
0.12

 
$
0.95

 
$
3.98

 
$
3.08

 
$
0.90

Diluted
 
$
1.04

 
$
0.12

 
$
0.92

 
$
3.26

 
$
2.52

 
$
0.73

Weighted average shares:
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding
 
20,079

 
 
 
 
 
16,928

 
 
 
 
Diluted
 
20,726

 
 
 
 
 
20,658

 
 
 
 
 
 
Nine months ended September 30, 2011
 
Nine months ended September 30, 2010
Special Items Detail-(income) expense:
 
Sale of Land(1)
 
Restructuring
Charges(2)
 
Finance Fees (3)
 
Sale of
Traex(4)
 
Other(5)
 
Total
Special
Items
 
Gain on PIK
Notes(6)
 
Restructuring
Charges(2)
 
Equity
Offering and
Finance Fees (3)
 
Other(7)
 
Total
Special
Items
Cost of sales
 
$

 
$
197

 
$

 
$

 
$

 
$
197

 
$

 
$
578

 
$

 
$
1,742

 
$
2,320

SG&A
 

 

 

 

 
1,706

 
1,706

 

 

 
1,096

 

 
1,096

Special charges
 

 
(281
)
 

 

 

 
(281
)
 

 
1,088

 

 

 
1,088

Loss (gain) on redemption of debt
 

 

 
2,803

 

 

 
2,803

 
(70,193
)
 

 
13,401

 

 
(56,792
)
Other (income) expense
 
(3,445
)
 

 

 
(3,240
)
 
(216
)
 
(6,901
)
 

 
130

 

 

 
130

Total Special Items
 
$
(3,445
)
 
$
(84
)
 
$
2,803

 
$
(3,240
)
 
$
1,490

 
$
(2,476
)
 
$
(70,193
)
 
$
1,796

 
$
14,497

 
$
1,742

 
$
(52,158
)

(1) Net gain on the sale of land at our Royal Leerdam facility.
(2) Restructuring charges are related to the closure of our Syracuse, New York, manufacturing facility, our Mira Loma, California, distribution center and the decorating operations at our Shreveport manufacturing facility.
(3) Includes the write-off of unamortized finance fees and discounts and call premium payments on the $40.0 million senior notes redeemed in March 2011 and floating rate senior notes refinanced in February 2010, unamortized finance fees on the refinanced credit facility in February 2010, and equity offering fees related to the secondary stock offering completed in August 2010 for which the Company received no proceeds.
(4) Gain on the sale of substantially all of the assets of our Traex subsidiary in April, 2011.
(5) SG&A includes CEO transition expenses of $2,511, net of an equipment credit of $805.
(6) Gain on PIK Notes is the difference between the carrying value and the face value of the PIK Notes when we redeemed them in February 2010.
(7) Includes a write down of certain after-processing equipment within our Glass Operations segment and other items.


Table 3
 
 
 
 
 
 
 
 
Reconciliation of Net Income to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2011
 
2010
 
2011
 
2010
Reported net income
 
$
7,127

 
$
2,346

 
$
21,532

 
$
67,323

Add:
 
 
 
 
 
 
 
 
Interest expense
 
10,559

 
11,855

 
32,929

 
33,243

Provision for income taxes
 
2,928

 
1,472

 
4,825

 
6,769

Depreciation and amortization
 
10,357

 
10,040

 
32,265

 
30,994

EBITDA
 
30,971

 
25,713

 
91,551

 
138,329

Add: Special items before interest and taxes
 
2,094

 
2,374

 
(2,476
)
 
(52,158
)
Adjusted EBITDA
 
$
33,065

 
$
28,087

 
$
89,075

 
$
86,171



Table 4
 
 
 
 
 
 
 
 
Reconciliation of Net Cash (used in) provided by Operating Activities to Free Cash Flow
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2011
 
2010
 
2011
 
2010
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
 
$
(4,690
)
 
$
(2,780
)
 
$
2,144

 
$
(10,833
)
Capital expenditures
 
(8,059
)
 
(7,743
)
 
(26,457
)
 
(19,122
)
Net proceeds from sale of Traex
 
158

 

 
13,000

 

Proceeds from asset sales and other
 
65

 

 
5,264

 

Payment of interest on New PIK Notes
 

 

 

 
29,400

Free Cash Flow
 
$
(12,526
)
 
$
(10,523
)
 
$
(6,049
)
 
$
(555
)


Table 5
 
 
 
 
 
 
 
 
Summary Business Segment Information
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2011
 
2010
 
2011
 
2010
Net Sales:
 
 
 
 
 
 
 
 
Glass Operations(1)
 
$
190,813

 
$
180,225

 
$
547,353

 
$
516,184

Other Operations(2)
 
16,597

 
19,953

 
55,448

 
61,203

Eliminations
 
(164
)
 
(171
)
 
(527
)
 
(440
)
Consolidated
 
$
207,246

 
$
200,007

 
$
602,274

 
$
576,947

 
 
 
 
 
 
 
 
 
Segment Earnings before Interest & Taxes (Segment EBIT) (3)
 
 
 
 
 
 
 
 
Glass Operations(1)
 
$
29,801

 
$
24,928

 
$
77,165

 
$
71,542

Other Operations(2)
 
2,978

 
2,772

 
9,619

 
11,011

Segment EBIT
 
$
32,779

 
$
27,700

 
$
86,784

 
$
82,553

 
 
 
 
 
 
 
 
 
Reconciliation of Segment EBIT to Net Income:
 
 
 
 
 
 
 
 
Segment EBIT
 
$
32,779

 
$
27,700

 
$
86,784

 
$
82,553

Retained corporate costs (4)
 
(10,071
)
 
(9,653
)
 
(29,974
)
 
(27,376
)
Consolidated Adjusted EBIT
 
22,708

 
18,047

 
56,810

 
55,177

(Loss) gain on redemption of debt
 

 

 
(2,803
)
 
56,792

Gain (expense) on sale of Traex assets
 
(81
)
 

 
3,240

 

Gain on sale of land
 

 

 
3,445

 

Restructuring and other charges
 
78

 
(1,278
)
 
1,105

 
(4,483
)
Other special charges
 
(2,091
)
 
(1,096
)
 
(2,511
)
 
(151
)
Special Items before interest and taxes
 
(2,094
)
 
(2,374
)
 
2,476

 
52,158

Interest expense
 
(10,559
)
 
(11,855
)
 
(32,929
)
 
(33,243
)
Income taxes
 
(2,928
)
 
(1,472
)
 
(4,825
)
 
(6,769
)
Net income
 
$
7,127

 
$
2,346

 
$
21,532

 
$
67,323

 
 
 
 
 
 
 
 
 
Depreciation & Amortization:
 
 
 
 
 
 
 
 
Glass Operations(1)
 
$
9,999

 
$
9,517

 
$
30,779

 
$
29,386

Other Operations(2)
 
11

 
178

 
257

 
549

Corporate
 
347

 
345

 
1,229

 
1,059

Consolidated
 
$
10,357

 
$
10,040

 
$
32,265

 
$
30,994


(1) Glass Operations—includes worldwide sales of glass tableware from domestic and international subsidiaries.
(2) Other Operations—includes worldwide sales of ceramic dinnerware, metal tableware, hollowware and serveware. Plastic items were sold through April 28, 2011.
(3) Segment EBIT represents earnings before interest and taxes and excludes amounts related to certain items we consider not representative of ongoing operations, as well as, certain retained corporate costs.
(4) Retained corporate costs includes certain headquarter, administrative and facility costs, and other costs that are not allocable to the reporting segments.