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8-K - FORM 8-K - LIBBEY INCform8k.htm

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

INVESTOR CONTACT:
 
MEDIA CONTACT:    
Kenneth Boerger
 
Lisa Fell
Vice President and Treasurer
 
Director of Corporate Communications
(419) 325-2279
 
(419) 325-2001
ken.boerger@libbey.com
 
lfell@libbey.com

FOR IMMEDIATE RELEASE
TUESDAY, OCTOBER 29, 2013         


LIBBEY INC. ANNOUNCES THIRD QUARTER 2013 FINANCIAL RESULTS

Company announces completion of new three-year collective bargaining agreements with unions at its Toledo, Ohio, manufacturing facility: also announces that, after more than 43 years of service, Richard I. Reynolds has elected to retire as Executive Vice President, Strategy Program Management, by December 31, 2013
 


TOLEDO, OHIO, OCTOBER 29, 2013--Libbey Inc. (NYSE MKT: LBY) today reported results for the third quarter-ended September 30, 2013.

Third Quarter Financial Highlights

Sales for the third quarter were $204.4 million, compared to $209.2 million for the third quarter of 2012, a decrease of 2.3 percent (3.6 percent excluding currency fluctuation).

Net cash provided by operating activities of $34.8 million set an all-time record for any third quarter.

Free cash flow (see Table 4) of $24.5 million also set a record for any third quarter in Company history.

“Although current demand is soft, we remain on track with our longer-term goals, including increasing profitability and cash generation. In the third quarter, we saw lower sales in the retail channel of distribution in China and the U.S. and Canada and to a more modest degree in the foodservice channel of distribution in these markets. We are encouraged by sales increases in Mexico and Latin America and in EMEA that contributed to our record third quarter cash flow from operations and free cash flow performance. Our restructuring initiatives over the last two years have strengthened our cost position considerably, and we are now focused on productivity improvement initiatives across our global operations. These steps, combined with our strong market positions, the breadth of our product portfolio, our drive for innovation and our superior customer service, position us well to realize value-driving benefits as demand in certain markets strengthens," said Stephanie A. Streeter, chief executive officer of Libbey Inc.

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Libbey Inc.
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Streeter continued, "We expect to deliver adjusted EBITDA margins for the full-year 2013 in line with 2012 on slightly lower 2013 sales, again validating our much improved cost platform. We now look forward to a stronger sales environment and the opportunity to better leverage our global capabilities."

Third Quarter Segment Sales and Operational Review

Sales in the Americas segment were $141.4 million, compared to $146.2 million in the third quarter of 2012, a decrease of 3.3 percent (3.8 percent excluding currency fluctuation). Sales performance was led by a 4.0 percent increase in sales within our Mexican and Latin American end market (2.7 percent excluding currency impact) and an 11.6 percent increase in our U.S. and Canada business-to-business channel. However, even with the improvement in business-to-business sales, overall sales within our US and Canada end market were lower by 6.5 percent.

Sales in the EMEA segment increased 3.0 percent (a decrease of 2.2 percent excluding currency impact) to $35.5 million, compared to $34.5 million in the third quarter of 2012.

Sales in Other were $27.5 million, compared to $28.5 million in the prior-year quarter. This decrease was largely the result of a 17.4 percent decrease in sales (19.4 percent excluding currency impact) in the Asia Pacific end market. This was mostly offset by a 3.0 percent increase in sales of our Syracuse China and World Tableware products.

Earnings before interest and income taxes (EBIT) decreased to $13.3 million in the third quarter of 2013, compared to $24.1 million for the third quarter of 2012.

Adjusted EBITDA of $28.7 million (see Tables 1 and 3) was $9.3 million less than the $38.0 million reported in the prior-year quarter. The primary factors contributing to the decline in adjusted EBITDA from the prior-year quarter include underabsorption of fixed costs of approximately $5 million from the previously announced realignment of our North American manufacturing and a planned rebuild of a furnace in China and an approximately $4 million negative impact as a result of revenue declines in the U.S. and China related to general softness in the business in these two geographies.

Interest expense decreased by $1.0 million to $7.7 million, compared to $8.7 million in the year-ago period, primarily driven by lower debt.

Our effective tax rate was 15.0 percent for the quarter-ended September 30, 2013, compared to 3.5 percent for the quarter-ended September 30, 2012. The effective tax rate was influenced by foreign jurisdictions with differing statutory rates, foreign withholding tax and other activity in jurisdictions with recorded valuation allowances.

Nine-Month Financial Highlights

Sales for the first nine months of 2013 were $597.8 million, compared to $606.2 million for the first nine months of 2012, a decrease of 1.4 percent (2.5 percent excluding currency fluctuation).

Net income for the first nine months of 2013 grew to $19.2 million, compared to net income of $5.4 million during the first nine months of 2012.

EBIT increased to $49.8 million in the first nine months of 2013, compared to $36.8 million for the first nine months of 2012.

Adjusted EBITDA was $96.8 million, compared to $102.5 million for the nine months ending September 30, 2012.


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Libbey Inc.
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Nine-Month Segment Sales and Operational Review

Sales in the Americas segment were $406.7 million, compared to $424.4 million in the first nine months of 2012, a decrease of 4.2 percent (5.0 percent excluding currency fluctuation). Sales performance was led by a 4.0 percent increase in sales within our Mexican and Latin American end market (1.3 percent excluding currency impact), offset by a 7.6 percent decrease within our U.S. and Canada end market.

Sales in the EMEA segment increased 8.8 percent (6.1 percent excluding currency impact) to $107.7 million, compared to $99.0 million in the first nine months of 2012.

Sales in Other were $83.3 million, compared to $82.8 million in the prior-year period. This increase was largely the result of a 7.4 percent increase in sales of our Syracuse China and World Tableware products, offset by a 12.5 percent decrease in sales (13.8 percent excluding currency impact) in the Asia Pacific end market.

Interest expense decreased by $4.8 million to $24.3 million, compared to $29.1 million in the year-ago period, primarily driven by lower interest rates.

Our effective tax rate was 25.0 percent for the nine months ended September 30, 2013, compared to 30.4 percent for the nine months ended September 30, 2012. The effective tax rate was influenced by foreign jurisdictions with differing statutory rates, accruals related to uncertain tax positions, foreign withholding tax and other activity in jurisdictions with recorded valuation allowances.

Balance Sheet and Liquidity

Libbey continued to strengthen its balance sheet as it realized a net reduction in debt outstanding of $7.6 million during the quarter.

Libbey reported that it had available capacity of $82.9 million under its ABL credit facility as of September 30, 2013, with no loans currently outstanding. The Company also had cash on hand of $29.5 million at September 30, 2013.

As of September 30, 2013, working capital, defined as inventories and accounts receivable less accounts payable, was $204.2 million, compared to $218.1 million at September 30, 2012. This decrease in working capital resulted from lower receivables and higher accounts payable, partially offset by higher inventories.

Sherry Buck, chief financial officer, added, "We continued to reduce our outstanding debt as we generated record cash flow for any third quarter in Libbey's history. Additionally, we lowered our investment in working capital by more than six percent, or $13.9 million, when compared to the year-ago quarter. In spite of some of the atypical costs we incurred related to capacity utilization during the quarter as we realign our production in the Americas, we believe we are on track to further reduce our long-term debt while investing in the multi-year objectives laid out in our Libbey 2015 plan."

New Collective Bargaining Agreement

Libbey reported that it has successfully concluded negotiations on new collective bargaining agreements with all four local unions in Toledo, Ohio. The new three-year agreements have been ratified by union membership and will be in place through September 30, 2016.

Richard I. Reynolds Elects to Retire

The Company also announced that Richard I. Reynolds, Executive Vice President, Strategy Program Management, has elected to retire after more than 43 years of service. Ms. Streeter commended Reynolds on his exceptional career; "Dick embodies the heart and soul of this company and has made innumerable contributions to Libbey in the last 43 years. He has served in a wide variety of roles, including chief financial officer and chief operating officer. He has been an outstanding leadership role model for generations of Libbey employees. We wish him well as he

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Libbey Inc.
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starts this new chapter in his life." Mr. Reynolds will continue to serve as a member of the Board of Directors of the Company until its 2014 annual meeting of shareholders.

Webcast Information

Libbey will hold a conference call for investors on Tuesday, October 29, 2013, 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 14 days after the conclusion of the call.

About Libbey Inc.

Based in Toledo, Ohio, since 1888, we believe Libbey Inc. is the largest manufacturer of glass tableware in the western hemisphere and one of the largest glass tableware manufacturers in the world. It supplies products to foodservice, retail, industrial and business-to-business customers in over 100 countries, and it is the leading manufacturer of tabletop products for the U.S. foodservice industry.

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 a leading producer of glass tableware in Mexico and Latin America. Its 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 hollowware and an assortment of ceramic dinnerware and other tabletop items principally for foodservice establishments in the United States. In 2012, Libbey Inc.'s net sales totaled $825.3 million.

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 reflect only 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 18, 2013. Important factors potentially affecting performance include but are not limited to risks related to our ability to borrow under our ABL credit agreement; 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 rate changes to the value of the Mexican peso and the earnings and cash flow of Libbey Mexico, 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.

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Libbey Inc.
Condensed Consolidated Statements of Operations
(dollars in thousands, except per-share amounts)
(unaudited)

 
Three months ended September 30,
 
2013
 
2012
Net sales
$
204,386

 
$
209,150

Freight billed to customers
924

 
1,015

Total revenues
205,310

 
210,165

Cost of sales (1)
165,405

 
158,956

Gross profit
39,905

 
51,209

Selling, general and administrative expenses (1)
25,519

 
26,887

Special charges (1)
390

 

Income from operations
13,996

 
24,322

Other expense
(706
)
 
(195
)
Earnings before interest and income taxes
13,290

 
24,127

Interest expense
7,706

 
8,720

Income before income taxes
5,584

 
15,407

Provision for income taxes (1)
835

 
546

Net income
$
4,749

 
$
14,861

 
 
 
 
Net income per share:
 
 
 
Basic
$
0.22

 
$
0.71

Diluted
$
0.21

 
$
0.70

 
 
 
 
Weighted average shares:
 
 
 
Outstanding
21,493

 
20,896

Diluted
22,223

 
21,360


(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,
 
2013
 
2012
Net sales
$
597,766

 
$
606,226

Freight billed to customers
2,447

 
2,482

Total revenues
600,213

 
608,708

Cost of sales (1)
460,614

 
458,096

Gross profit
139,599

 
150,612

Selling, general and administrative expenses (1)
81,551

 
82,391

Special charges (1)
4,619

 

Income from operations
53,429

 
68,221

Loss on redemption of debt (1)
(2,518
)
 
(31,075
)
Other expense
(1,090
)
 
(359
)
Earnings before interest and income taxes
49,821

 
36,787

Interest expense
24,267

 
29,085

Income before income taxes
25,554

 
7,702

Provision for income taxes (1)
6,380

 
2,343

Net income
$
19,174

 
$
5,359

 
 
 
 
Net income per share:
 
 
 
Basic
$
0.90

 
$
0.26

Diluted
$
0.87

 
$
0.25

 
 
 
 
Weighted average shares:
 
 
 
Outstanding
21,300

 
20,835

Diluted
21,929

 
21,267

 
 
 
 

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





Libbey Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)
 
September 30, 2013
 
December 31, 2012
 
(unaudited)
 
 
ASSETS:
 
 
 
Cash and cash equivalents
$
29,466

 
$
67,208

Accounts receivable — net
91,611

 
80,850

Inventories — net
173,394

 
157,549

Other current assets
23,145

 
12,997

Total current assets
317,616

 
318,604

 
 
 
 
Pension asset
11,129

 
10,196

Goodwill and purchased intangibles — net
186,679

 
186,794

Property, plant and equipment — net
254,498

 
258,154

Other assets
24,738

 
28,428

Total assets
$
794,660

 
$
802,176

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY:
 
 
 
Accounts payable
$
60,767

 
$
65,712

Accrued liabilities
85,648

 
84,268

Pension liability (current portion)
596

 
613

Non-pension postretirement benefits (current portion)
4,739

 
4,739

Other current liabilities
3,412

 
5,915

Long-term debt due within one year
15,146

 
4,583

Total current liabilities
170,308

 
165,830

 
 
 
 
Long-term debt
406,998

 
461,884

Pension liability
61,297

 
60,909

Non-pension postretirement benefits
67,304

 
71,468

Other liabilities
19,996

 
17,609

Total liabilities
725,903

 
777,700

 
 
 
 
Common stock and capital in excess of par value
321,586

 
313,586

Retained deficit
(128,896
)
 
(148,070
)
Accumulated other comprehensive loss
(123,933
)
 
(141,040
)
Total shareholders’ equity
68,757

 
24,476

Total liabilities and shareholders’ equity
$
794,660

 
$
802,176





Libbey Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)

 
Three months ended September 30,
 
2013
 
2012
Operating activities:
 
 
 
Net income
$
4,749

 
$
14,861

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
11,773

 
10,073

Loss on asset sales and disposals
481

 
127

Change in accounts receivable
732

 
(6,023
)
Change in inventories
3,722

 
(3,006
)
Change in accounts payable
318

 
(7,499
)
Accrued interest and amortization of finance fees
7,266

 
8,186

Pension & non-pension postretirement benefits
3,118

 
1,241

Restructuring
(797
)
 

Accrued liabilities & prepaid expenses
3,533

 
9,770

Income taxes
(2,106
)
 
(921
)
Share-based compensation expense
990

 
601

Other operating activities
988

 
479

Net cash provided by operating activities
34,767

 
27,889

 
 
 
 
Investing activities:
 
 
 
Additions to property, plant and equipment
(10,381
)
 
(5,412
)
Proceeds from asset sales and other
73

 
131

Net cash used in investing activities
(10,308
)
 
(5,281
)
 
 
 
 
Financing activities:
 
 
 
Borrowings on ABL credit facility
12,400

 

Repayments on ABL credit facility
(22,200
)
 

Other repayments
(4,397
)
 
(9,551
)
Other borrowings
6,094

 
1,234

Stock options exercised
2,059

 
253

Debt issuance costs and other

 
(880
)
Net cash used in financing activities
(6,044
)
 
(8,944
)
 
 
 
 
Effect of exchange rate fluctuations on cash
507

 
106

Increase in cash
18,922

 
13,770

 
 
 
 
Cash at beginning of period
10,544

 
19,577

Cash at end of period
$
29,466

 
$
33,347










Libbey Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)

 
Nine months ended September 30,
 
2013
 
2012
Operating activities:
 
 
 
Net income
$
19,174

 
$
5,359

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
34,170

 
30,897

Loss on asset sales and disposals
514

 
294

Change in accounts receivable
(10,147
)
 
(6,497
)
Change in inventories
(14,770
)
 
(25,097
)
Change in accounts payable
(5,999
)
 
(12,087
)
Accrued interest and amortization of discounts and finance fees
7,876

 
532

Call premium on senior notes
1,350

 
23,602

Write-off of finance fee & discounts on senior notes and ABL
1,168

 
10,975

Pension & non-pension postretirement benefits
8,322

 
(81,338
)
Restructuring
2,858

 

Accrued liabilities & prepaid expenses
(13,052
)
 
7,742

Income taxes
(6,285
)
 
(1,041
)
Share-based compensation expense
3,299

 
2,466

Other operating activities
2,994

 
563

Net cash provided by (used in) operating activities
31,472

 
(43,630
)
 
 
 
 
Investing activities:
 
 
 
Additions to property, plant and equipment
(30,152
)
 
(17,244
)
Proceeds from asset sales and other
81

 
550

Net cash used in investing activities
(30,071
)
 
(16,694
)
 
 
 
 
Financing activities:
 

 
 

Borrowings on ABL credit facility
42,800

 

Repayments on ABL credit facility
(42,800
)
 

Other repayments
(4,511
)
 
(19,513
)
Other borrowings
6,094

 
1,234

(Payments on) proceeds from 6.875% senior notes
(45,000
)
 
450,000

Payments on 10% senior notes

 
(360,000
)
Call premium on senior notes
(1,350
)
 
(23,602
)
Stock options exercised
5,107

 
293

Debt issuance costs and other

 
(13,034
)
Net cash (used in) provided by financing activities
(39,660
)
 
35,378

 
 
 
 
Effect of exchange rate fluctuations on cash
517

 
2

Decrease in cash
(37,742
)
 
(24,944
)
 
 
 
 
Cash at beginning of period
67,208

 
58,291

Cash at end of period
$
29,466

 
$
33,347






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,
 
 
2013
 
2012
 
 
As Reported
 
Special Items
 
As Adjusted
 
As Reported
 
Special Items
 
As Adjusted
Net sales
 
$
204,386

 
$

 
$
204,386

 
$
209,150

 
$

 
$
209,150

Freight billed to customers
 
924

 

 
924

 
1,015

 

 
1,015

Total revenues
 
205,310

 

 
205,310

 
210,165

 

 
210,165

Cost of sales
 
165,405

 
2,749

 
162,656

 
158,956

 
2,342

 
156,614

Gross profit
 
39,905

 
(2,749
)
 
42,654

 
51,209

 
(2,342
)
 
53,551

Selling, general and administrative expenses
 
25,519

 
448

 
25,071

 
26,887

 
1,444

 
25,443

Special charges
 
390

 
390

 

 

 

 

Income from operations
 
13,996

 
(3,587
)
 
17,583

 
24,322

 
(3,786
)
 
28,108

Other expense
 
(706
)
 

 
(706
)
 
(195
)
 

 
(195
)
Earnings before interest and income taxes
 
13,290

 
(3,587
)
 
16,877

 
24,127

 
(3,786
)
 
27,913

Interest expense
 
7,706

 

 
7,706

 
8,720

 

 
8,720

Income before income taxes
 
5,584

 
(3,587
)
 
9,171

 
15,407

 
(3,786
)
 
19,193

Provision for income taxes
 
835

 
(976
)
 
1,811

 
546

 
(26
)
 
572

Net income
 
$
4,749

 
$
(2,611
)
 
$
7,360

 
$
14,861

 
$
(3,760
)
 
$
18,621

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.22

 
$
(0.12
)
 
$
0.34

 
$
0.71

 
$
(0.18
)
 
$
0.89

Diluted
 
$
0.21

 
$
(0.12
)
 
$
0.33

 
$
0.70

 
$
(0.18
)
 
$
0.87

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding
 
21,493

 
 
 
 
 
20,896

 
 
 
 
Diluted
 
22,223

 
 
 
 
 
21,360

 
 
 
 


 
 
Three months ended September 30, 2013
 
Three months ended
September 30, 2012
Special Items Detail - (Income) Expense:
 
Restructuring Charges(1)
 
Furnace Malfunction(2)
 
Pension Settlement
 
Other
 
Total Special Items
 
Severance
and Other (3)
 
Total Special Items
Cost of sales
 
$

 
$
2,437

 
$
312

 
$

 
$
2,749

 
$
2,342

 
$
2,342

SG&A
 

 

 
448

 

 
448

 
1,444

 
1,444

Special charges
 
390

 

 

 

 
390

 

 

Income taxes
 
(292
)
 
(300
)
 
(208
)
 
(176
)
 
(976
)
 
(26
)
 
(26
)
Total Special Items
 
$
98

 
$
2,137

 
$
552

 
$
(176
)
 
$
2,611

 
$
3,760

 
$
3,760


(1) Restructuring charges relate to discontinuing production of certain glassware in North America and reducing manufacturing capacity at our Shreveport, Louisiana, facility.
(2) Furnace malfunction relates to loss of production and disposal of fixed assets at our Toledo, Ohio, manufacturing facility.
(3) Severance and other relates to implementation of our new strategic plan.



 
 
 
 
 
 
 
 
 
 
 
 
 
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,
 
 
2013
 
2012
 
 
As Reported
 
Special Items
 
As Adjusted
 
As Reported
 
Special Items
 
As Adjusted
Net sales
 
$
597,766

 
$

 
$
597,766

 
$
606,226

 
$

 
$
606,226

Freight billed to customers
 
2,447

 

 
2,447

 
2,482

 

 
2,482

Total revenues
 
600,213

 

 
600,213

 
608,708

 

 
608,708

Cost of sales
 
460,614

 
4,448

 
456,166

 
458,096

 
2,342

 
455,754

Gross profit
 
139,599

 
(4,448
)
 
144,047

 
150,612

 
(2,342
)
 
152,954

Selling, general and administrative expenses
 
81,551

 
2,944

 
78,607

 
82,391

 
1,444

 
80,947

Special charges
 
4,619

 
4,619

 

 

 

 

Income from operations
 
53,429

 
(12,011
)
 
65,440

 
68,221

 
(3,786
)
 
72,007

Loss on redemption of debt
 
(2,518
)
 
(2,518
)
 

 
(31,075
)
 
(31,075
)
 

Other expense
 
(1,090
)
 

 
(1,090
)
 
(359
)
 

 
(359
)
Earnings before interest and income taxes
 
49,821

 
(14,529
)
 
64,350

 
36,787

 
(34,861
)
 
71,648

Interest expense
 
24,267

 

 
24,267

 
29,085

 

 
29,085

Income before income taxes
 
25,554

 
(14,529
)
 
40,083

 
7,702

 
(34,861
)
 
42,563

Provision for income taxes
 
6,380

 
(1,871
)
 
8,251

 
2,343

 
(26
)
 
2,369

Net income
 
$
19,174

 
$
(12,658
)
 
$
31,832

 
$
5,359

 
$
(34,835
)
 
$
40,194

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.90

 
$
(0.59
)
 
$
1.49

 
$
0.26

 
$
(1.67
)
 
$
1.93

Diluted
 
$
0.87

 
$
(0.58
)
 
$
1.45

 
$
0.25

 
$
(1.64
)
 
$
1.89

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding
 
21,300

 
 
 
 
 
20,835

 
 
 
 
Diluted
 
21,929

 
 
 
 
 
21,267

 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2013
 
Nine months ended
September 30, 2012
Special Items Detail - (Income) Expense:
 
Restructuring
Charges(1)
 
Abandoned Property
 
Pension Settlement
 
Finance
Fees (2)
 
Furnace
Malfunction(3)
 
Total Special Items
 
Finance
Fees (2)
 
Severance and Other(4)
 
Total Special Items
Cost of sales
 
$
1,699

 
$

 
$
312

 
$

 
$
2,437

 
$
4,448

 
$

 
$
2,342

 
$
2,342

SG&A
 

 
1,781

 
1,163

 

 

 
2,944

 

 
1,444

 
1,444

Special charges
 
4,619

 

 

 

 

 
4,619

 

 
 
 

Loss on redemption of debt
 

 

 

 
2,518

 

 
2,518

 
31,075

 
 
 
31,075

Income taxes
 
(777
)
 
(219
)
 
(266
)
 
(309
)
 
(300
)
 
(1,871
)
 

 
(26
)
 
(26
)
Total Special Items
 
$
5,541

 
$
1,562

 
$
1,209

 
$
2,209

 
$
2,137

 
$
12,658

 
$
31,075

 
$
3,760

 
$
34,835



(1) Restructuring charges relate to discontinuing production of certain glassware in North America and reducing manufacturing capacity at our Shreveport, Louisiana, facility.
(2) Finance fees for the nine months ended September 2013 include the write-off of unamortized finance fees and call premium payments on the $45.0 million senior notes redeemed in May 2013. Finance fees for the nine months ended September 2012 include the write-off of unamortized finance fees and discounts and call premium payments on the ABL Facility and $360.0 million senior notes redeemed in May and June 2012, partially offset by the write-off of the debt carrying value adjustment related to the termination of the $80.0 million interest rate swap.
(3) Furnace malfunction relates to loss of production and disposal of fixed assets at our Toledo, Ohio, manufacturing facility.
(4) Severance and other relates to implementation of our new strategic plan.




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,
 
 
2013
 
2012
 
2013
 
2012
Reported net income
 
$
4,749

 
$
14,861

 
$
19,174

 
$
5,359

Add:
 
 
 
 
 
 
 
 
Interest expense
 
7,706

 
8,720

 
24,267

 
29,085

Provision for income taxes
 
835

 
546

 
6,380

 
2,343

Depreciation and amortization
 
11,773

 
10,073

 
34,170

 
30,897

EBITDA
 
25,063

 
34,200

 
83,991

 
67,684

Add: Special items before interest and taxes
 
3,587

 
3,786

 
14,529

 
34,861

Less: Depreciation expense included in special items and
     also in depreciation and amortization above
 

 

 
(1,699
)
 

Adjusted EBITDA
 
$
28,650

 
$
37,986

 
$
96,821

 
$
102,545



Table 4
 
 
 
 
 
 
 
 
Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
$
34,767

 
$
27,889

 
$
31,472

 
$
(43,630
)
Capital expenditures
 
(10,381
)
 
(5,412
)
 
(30,152
)
 
(17,244
)
Proceeds from asset sales and other
 
73

 
131

 
81

 
550

Free Cash Flow
 
$
24,459

 
$
22,608

 
$
1,401

 
$
(60,324
)




Table 5
 
 
 
 
 
 
 
 
Summary Business Segment Information
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Net Sales:
 
 
 
 
 
 
 
 
Americas (1)
 
$
141,390

 
$
146,169

 
$
406,740

 
$
424,428

EMEA (2)
 
35,491

 
34,454

 
107,714

 
98,969

Other (3)
 
27,505

 
28,527

 
83,312

 
82,829

Consolidated
 
$
204,386

 
$
209,150

 
$
597,766

 
$
606,226

 
 
 
 
 
 
 
 
 
Segment Earnings Before Interest & Taxes (Segment EBIT) (4) :
 
 
 
 
 
 
Americas (1)
 
$
20,580

 
$
27,020

 
$
71,230

 
$
73,708

EMEA (2)
 
(258
)
 
1,804

 
(1,172
)
 
1,526

Other (3)
 
202

 
5,378

 
8,366

 
16,011

Segment EBIT
 
$
20,524

 
$
34,202

 
$
78,424

 
$
91,245

 
 
 
 
 
 
 
 
 
Reconciliation of Segment EBIT to Net Income:
 
 
 
 
 
 
 
 
Segment EBIT
 
$
20,524

 
$
34,202

 
$
78,424

 
$
91,245

Retained corporate costs (5)
 
(3,647
)
 
(6,289
)
 
(14,074
)
 
(19,597
)
Consolidated Adjusted EBIT
 
16,877

 
27,913

 
64,350

 
71,648

Loss on redemption of debt
 

 

 
(2,518
)
 
(31,075
)
Severance
 

 
(3,911
)
 

 
(3,911
)
Pension settlement and curtailment
 
(760
)
 
125

 
(1,475
)
 
125

Furnace malfunction
 
(2,437
)
 

 
(2,437
)
 

Restructuring charges
 
(390
)
 

 
(6,318
)
 

Abandoned property
 

 

 
(1,781
)
 

Special Items before interest and taxes
 
(3,587
)
 
(3,786
)
 
(14,529
)
 
(34,861
)
Interest expense
 
(7,706
)
 
(8,720
)
 
(24,267
)
 
(29,085
)
Income taxes
 
(835
)
 
(546
)
 
(6,380
)
 
(2,343
)
Net income
 
$
4,749

 
$
14,861

 
$
19,174

 
$
5,359

 
 
 
 
 
 
 
 
 
Depreciation & Amortization:
 
 
 
 
 
 
 
 
Americas (1)
 
$
5,975

 
$
6,045

 
$
19,824

 
$
18,248

EMEA (2)
 
2,930

 
2,375

 
7,923

 
7,389

Other (3)
 
2,587

 
1,325

 
5,377

 
4,156

Corporate
 
281

 
328

 
1,046

 
1,104

Consolidated
 
$
11,773

 
$
10,073

 
$
34,170

 
$
30,897


(1) Americas—includes worldwide sales of manufactured and sourced glass tableware having an end market destination in North and South America.
(2) EMEA—includes worldwide sales of manufactured and sourced glass tableware having and end market destination in Europe, the Middle East and Africa.
(3) Other—includes worldwide sales of manufactured and sourced glass tableware having an end market destination in Asia Pacific and worldwide sales of sourced ceramic dinnerware, metal tableware, hollowware, and serveware.
(4) 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.
(5) Retained corporate costs includes certain headquarter, administrative and facility costs, and other costs that are not allocable to the reporting segments.