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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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|
34-1559357
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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300 Madison Avenue, Toledo, Ohio 43604
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(Address of principal executive offices) (Zip Code)
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||
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419-325-2100
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(Registrant’s telephone number, including area code)
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Large Accelerated Filer
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o
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Accelerated Filer
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þ
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Non-Accelerated Filer
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o
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Smaller reporting company
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o
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(Do not check if a smaller reporting company)
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EX-3.2
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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Item 1.
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Financial Statements
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|
Three months ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Net sales
|
$
|
209,904
|
|
|
$
|
209,247
|
|
Freight billed to customers
|
771
|
|
|
759
|
|
||
Total revenues
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210,675
|
|
|
210,006
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||
Cost of sales
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153,213
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|
|
153,659
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||
Gross profit
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57,462
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|
|
56,347
|
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||
Selling, general and administrative expenses
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29,635
|
|
|
27,378
|
|
||
Special charges
|
(85
|
)
|
|
—
|
|
||
Income from operations
|
27,912
|
|
|
28,969
|
|
||
Loss on redemption of debt
|
(2,518
|
)
|
|
(31,075
|
)
|
||
Other income (expense)
|
51
|
|
|
427
|
|
||
Earnings (loss) before interest and income taxes
|
25,445
|
|
|
(1,679
|
)
|
||
Interest expense
|
8,126
|
|
|
9,957
|
|
||
Income (loss) before income taxes
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17,319
|
|
|
(11,636
|
)
|
||
Provision (benefit) for income taxes
|
4,883
|
|
|
(1,493
|
)
|
||
Net income (loss)
|
$
|
12,436
|
|
|
$
|
(10,143
|
)
|
|
|
|
|
||||
Net income (loss) per share:
|
|
|
|
||||
Basic
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$
|
0.58
|
|
|
$
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(0.49
|
)
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Diluted
|
$
|
0.57
|
|
|
$
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(0.49
|
)
|
Dividends per share
|
$
|
—
|
|
|
$
|
—
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|
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Six months ended June 30,
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||||||
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2013
|
|
2012
|
||||
Net sales
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$
|
393,380
|
|
|
$
|
397,076
|
|
Freight billed to customers
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1,523
|
|
|
1,467
|
|
||
Total revenues
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394,903
|
|
|
398,543
|
|
||
Cost of sales
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295,209
|
|
|
299,140
|
|
||
Gross profit
|
99,694
|
|
|
99,403
|
|
||
Selling, general and administrative expenses
|
56,032
|
|
|
55,504
|
|
||
Special charges
|
4,229
|
|
|
—
|
|
||
Income from operations
|
39,433
|
|
|
43,899
|
|
||
Loss on redemption of debt
|
(2,518
|
)
|
|
(31,075
|
)
|
||
Other income (expense)
|
(384
|
)
|
|
(164
|
)
|
||
Earnings (loss) before interest and income taxes
|
36,531
|
|
|
12,660
|
|
||
Interest expense
|
16,561
|
|
|
20,365
|
|
||
Income (loss) before income taxes
|
19,970
|
|
|
(7,705
|
)
|
||
Provision (benefit) for income taxes
|
5,545
|
|
|
1,797
|
|
||
Net income (loss)
|
$
|
14,425
|
|
|
$
|
(9,502
|
)
|
|
|
|
|
||||
Net income (loss) per share:
|
|
|
|
||||
Basic
|
$
|
0.68
|
|
|
$
|
(0.46
|
)
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Diluted
|
$
|
0.66
|
|
|
$
|
(0.46
|
)
|
Dividends per share
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
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2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
12,436
|
|
|
$
|
(10,143
|
)
|
|
$
|
14,425
|
|
|
(9,502
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Pension and other postretirement benefit adjustments, net of tax
|
|
6,412
|
|
|
4,630
|
|
|
9,083
|
|
|
6,837
|
|
||||
Change in fair value of derivative instruments, net of tax
|
|
(509
|
)
|
|
2,009
|
|
|
536
|
|
|
1,477
|
|
||||
Foreign currency translation adjustments
|
|
2,335
|
|
|
(6,116
|
)
|
|
(590
|
)
|
|
(2,679
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
8,238
|
|
|
523
|
|
|
9,029
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|
|
5,635
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss)
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$
|
20,674
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|
|
$
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(9,620
|
)
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$
|
23,454
|
|
|
$
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(3,867
|
)
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June 30, 2013
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December 31, 2012
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||||
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(unaudited)
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|
||||
ASSETS
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|
|
|
||||
Cash and cash equivalents
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$
|
10,544
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|
|
$
|
67,208
|
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Accounts receivable — net
|
91,482
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|
|
80,850
|
|
||
Inventories — net
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175,911
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|
|
157,549
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|
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Prepaid and other current assets
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20,000
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|
|
12,997
|
|
||
Total current assets
|
297,937
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|
|
318,604
|
|
||
Pension asset
|
10,525
|
|
|
10,196
|
|
||
Purchased intangible assets — net
|
19,623
|
|
|
20,222
|
|
||
Goodwill
|
167,162
|
|
|
166,572
|
|
||
Deferred income taxes
|
9,793
|
|
|
9,830
|
|
||
Derivative asset
|
—
|
|
|
298
|
|
||
Other assets
|
14,340
|
|
|
18,300
|
|
||
Total other assets
|
221,443
|
|
|
225,418
|
|
||
Property, plant and equipment — net
|
253,800
|
|
|
258,154
|
|
||
Total assets
|
$
|
773,180
|
|
|
$
|
802,176
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
59,309
|
|
|
$
|
65,712
|
|
Salaries and wages
|
28,316
|
|
|
41,405
|
|
||
Accrued liabilities
|
46,182
|
|
|
42,863
|
|
||
Accrued income taxes
|
—
|
|
|
2,282
|
|
||
Pension liability (current portion)
|
602
|
|
|
613
|
|
||
Non-pension postretirement benefits (current portion)
|
4,739
|
|
|
4,739
|
|
||
Derivative liability
|
69
|
|
|
420
|
|
||
Deferred income taxes
|
3,223
|
|
|
3,213
|
|
||
Long-term debt due within one year
|
14,242
|
|
|
4,583
|
|
||
Total current liabilities
|
156,682
|
|
|
165,830
|
|
||
Long-term debt
|
415,506
|
|
|
461,884
|
|
||
Pension liability
|
61,794
|
|
|
60,909
|
|
||
Non-pension postretirement benefits
|
67,314
|
|
|
71,468
|
|
||
Deferred income taxes
|
6,898
|
|
|
7,537
|
|
||
Other long-term liabilities
|
12,104
|
|
|
10,072
|
|
||
Total liabilities
|
720,298
|
|
|
777,700
|
|
||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, par value $.01 per share, 50,000,000 shares authorized, 21,146,434 shares issued at June 30, 2013 (20,835,489 shares issued in 2012)
|
211
|
|
|
209
|
|
||
Capital in excess of par value
|
318,327
|
|
|
313,377
|
|
||
Retained deficit
|
(133,645
|
)
|
|
(148,070
|
)
|
||
Accumulated other comprehensive loss
|
(132,011
|
)
|
|
(141,040
|
)
|
||
Total shareholders’ equity
|
52,882
|
|
|
24,476
|
|
||
Total liabilities and shareholders’ equity
|
$
|
773,180
|
|
|
$
|
802,176
|
|
|
Three months ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
12,436
|
|
|
$
|
(10,143
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
11,623
|
|
|
10,288
|
|
||
Loss on asset sales and disposals
|
31
|
|
|
168
|
|
||
Change in accounts receivable
|
(4,836
|
)
|
|
(2,078
|
)
|
||
Change in inventories
|
(7,857
|
)
|
|
(9,925
|
)
|
||
Change in accounts payable
|
1,428
|
|
|
630
|
|
||
Accrued interest and amortization of discounts and finance fees
|
(7,521
|
)
|
|
(279
|
)
|
||
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
|
1,504
|
|
|
(82,019
|
)
|
||
Restructuring charges
|
(659
|
)
|
|
—
|
|
||
Accrued liabilities & prepaid expenses
|
(793
|
)
|
|
7,308
|
|
||
Income taxes
|
(2,553
|
)
|
|
(2,097
|
)
|
||
Share-based compensation expense
|
1,485
|
|
|
1,138
|
|
||
Other operating activities
|
2,579
|
|
|
11
|
|
||
Net cash provided by (used in) operating activities
|
9,385
|
|
|
(52,421
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(10,889
|
)
|
|
(5,386
|
)
|
||
Proceeds from asset sales and other
|
4
|
|
|
239
|
|
||
Net cash used in investing activities
|
(10,885
|
)
|
|
(5,147
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Borrowings on ABL credit facility
|
30,400
|
|
|
—
|
|
||
Repayments on ABL credit facility
|
(20,600
|
)
|
|
—
|
|
||
Other repayments
|
(55
|
)
|
|
(9,568
|
)
|
||
Proceeds from (payments on) 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
|
2,511
|
|
|
12
|
|
||
Debt issuance costs and other
|
—
|
|
|
(12,154
|
)
|
||
Net cash provided by (used in) financing activities
|
(34,094
|
)
|
|
44,688
|
|
||
|
|
|
|
||||
Effect of exchange rate fluctuations on cash
|
189
|
|
|
(361
|
)
|
||
Increase (decrease) in cash
|
(35,405
|
)
|
|
(13,241
|
)
|
||
|
|
|
|
||||
Cash at beginning of period
|
45,949
|
|
|
32,818
|
|
||
Cash at end of period
|
$
|
10,544
|
|
|
$
|
19,577
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
15,560
|
|
|
$
|
10,494
|
|
Cash paid during the period for income taxes
|
$
|
5,931
|
|
|
$
|
306
|
|
|
Six months ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
14,425
|
|
|
$
|
(9,502
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
22,397
|
|
|
20,824
|
|
||
Loss on asset sales and disposals
|
33
|
|
|
167
|
|
||
Change in accounts receivable
|
(10,879
|
)
|
|
(474
|
)
|
||
Change in inventories
|
(18,492
|
)
|
|
(22,091
|
)
|
||
Change in accounts payable
|
(6,317
|
)
|
|
(4,588
|
)
|
||
Accrued interest and amortization of discounts and finance fees
|
610
|
|
|
(7,654
|
)
|
||
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
|
5,204
|
|
|
(82,579
|
)
|
||
Restructuring charges
|
3,655
|
|
|
—
|
|
||
Accrued liabilities & prepaid expenses
|
(16,585
|
)
|
|
(2,028
|
)
|
||
Income taxes
|
(4,179
|
)
|
|
(120
|
)
|
||
Share-based compensation expense
|
2,309
|
|
|
1,865
|
|
||
Other operating activities
|
2,006
|
|
|
84
|
|
||
Net cash provided by (used in) operating activities
|
(3,295
|
)
|
|
(71,519
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(19,771
|
)
|
|
(11,832
|
)
|
||
Proceeds from asset sales and other
|
8
|
|
|
419
|
|
||
Net cash used in investing activities
|
(19,763
|
)
|
|
(11,413
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
|
|
||
Borrowings on ABL credit facility
|
30,400
|
|
|
—
|
|
||
Repayments on ABL credit facility
|
(20,600
|
)
|
|
—
|
|
||
Other repayments
|
(114
|
)
|
|
(9,962
|
)
|
||
Proceeds from (payments on) 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
|
3,048
|
|
|
40
|
|
||
Debt issuance costs and other
|
—
|
|
|
(12,154
|
)
|
||
Net cash provided by (used in) financing activities
|
(33,616
|
)
|
|
44,322
|
|
||
|
|
|
|
||||
Effect of exchange rate fluctuations on cash
|
10
|
|
|
(104
|
)
|
||
Increase (decrease) in cash
|
(56,664
|
)
|
|
(38,714
|
)
|
||
|
|
|
|
||||
Cash at beginning of period
|
67,208
|
|
|
58,291
|
|
||
Cash at end of period
|
$
|
10,544
|
|
|
$
|
19,577
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
15,848
|
|
|
$
|
28,225
|
|
Cash paid during the period for income taxes
|
$
|
7,815
|
|
|
$
|
1,191
|
|
1.
|
Description of the Business
|
2.
|
Significant Accounting Policies
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Stock-based compensation expense
|
|
$
|
1,485
|
|
|
$
|
1,138
|
|
|
$
|
2,309
|
|
|
$
|
1,865
|
|
3.
|
Balance Sheet Details
|
(dollars in thousands)
|
June 30, 2013
|
|
December 31, 2012
|
||||
Accounts receivable:
|
|
|
|
||||
Trade receivables
|
$
|
90,189
|
|
|
$
|
79,624
|
|
Other receivables
|
1,293
|
|
|
1,226
|
|
||
Total accounts receivable, less allowances of $5,834 and $5,703
|
$
|
91,482
|
|
|
$
|
80,850
|
|
|
|
|
|
||||
Inventories:
|
|
|
|
||||
Finished goods
|
$
|
157,364
|
|
|
$
|
139,888
|
|
Work in process
|
1,660
|
|
|
1,188
|
|
||
Raw materials
|
4,709
|
|
|
4,828
|
|
||
Repair parts
|
10,589
|
|
|
10,283
|
|
||
Operating supplies
|
1,589
|
|
|
1,362
|
|
||
Total inventories, less allowances of $4,606 and $4,091
|
$
|
175,911
|
|
|
$
|
157,549
|
|
|
|
|
|
||||
Prepaid and other current assets:
|
|
|
|
||||
Value added tax
|
$
|
7,062
|
|
|
$
|
3,850
|
|
Prepaid expenses
|
6,744
|
|
|
5,036
|
|
||
Deferred and prepaid income taxes
|
5,736
|
|
|
4,070
|
|
||
Derivative asset
|
458
|
|
|
41
|
|
||
Total prepaid and other current assets
|
$
|
20,000
|
|
|
$
|
12,997
|
|
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Deposits
|
$
|
880
|
|
|
$
|
936
|
|
Finance fees — net of amortization
|
11,388
|
|
|
13,539
|
|
||
Other assets
|
2,072
|
|
|
3,825
|
|
||
Total other assets
|
$
|
14,340
|
|
|
$
|
18,300
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
||||
Accrued incentives
|
$
|
21,304
|
|
|
$
|
17,783
|
|
Workers compensation
|
6,607
|
|
|
7,128
|
|
||
Medical liabilities
|
3,790
|
|
|
3,537
|
|
||
Interest
|
3,365
|
|
|
3,732
|
|
||
Commissions payable
|
1,366
|
|
|
1,478
|
|
||
Contingency liability
|
—
|
|
|
2,719
|
|
||
Restructuring liability
|
1,523
|
|
|
—
|
|
||
Other accrued liabilities
|
8,227
|
|
|
6,486
|
|
||
Total accrued liabilities
|
$
|
46,182
|
|
|
$
|
42,863
|
|
|
|
|
|
||||
Other long-term liabilities:
|
|
|
|
||||
Deferred liability
|
$
|
6,266
|
|
|
$
|
5,591
|
|
Derivative liability
|
1,824
|
|
|
—
|
|
||
Other long-term liabilities
|
4,014
|
|
|
4,481
|
|
||
Total other long-term liabilities
|
$
|
12,104
|
|
|
$
|
10,072
|
|
4.
|
Borrowings
|
(dollars in thousands)
|
Interest Rate
|
|
Maturity Date
|
June 30,
2013 |
|
December 31,
2012 |
||||
Borrowings under ABL Facility
|
floating
|
|
May 18, 2017
|
$
|
9,800
|
|
|
$
|
—
|
|
Senior Secured Notes
|
6.875%
|
(1)
|
May 15, 2020
|
405,000
|
|
|
450,000
|
|
||
Promissory Note
|
6.00%
|
|
July, 2013 to September, 2016
|
793
|
|
|
903
|
|
||
RMB Loan Contract
|
floating
|
|
January, 2014
|
9,720
|
|
|
9,522
|
|
||
BES Euro Line
|
floating
|
|
December, 2013
|
4,294
|
|
|
4,362
|
|
||
AICEP Loan
|
0.00%
|
|
January, 2016 to July 30, 2018
|
1,243
|
|
|
1,272
|
|
||
Total borrowings
|
|
|
|
430,850
|
|
|
466,059
|
|
||
Plus — carrying value adjustment on debt related to the Interest Rate Agreement (1)
|
(1,102
|
)
|
|
408
|
|
|||||
Total borrowings — net
|
|
|
|
429,748
|
|
|
466,467
|
|
||
Less — long term debt due within one year
|
|
|
14,242
|
|
|
4,583
|
|
|||
Total long-term portion of borrowings — net
|
|
$
|
415,506
|
|
|
$
|
461,884
|
|
(1)
|
See Interest Rate Agreement under “Senior Secured Notes” below and in note 9.
|
•
|
a first-priority security interest in substantially all of the existing and future personal property of Libbey Glass and its domestic subsidiaries (Credit Agreement Priority Collateral);
|
•
|
a first-priority security interest in:
|
•
|
100 percent
of the stock of Libbey Glass and
100 percent
of the stock of substantially all of Libbey Glass’s present and future direct and indirect domestic subsidiaries;
|
•
|
100 percent
of the non-voting stock of substantially all of Libbey Glass’s first-tier present and future foreign subsidiaries; and
|
•
|
65 percent
of the voting stock of substantially all of Libbey Glass’s first-tier present and future foreign subsidiaries
|
•
|
a first priority security interest in substantially all proceeds and products of the property and assets described above; and
|
•
|
a second-priority security interest in substantially all of the owned real property, equipment and fixtures in the United States of Libbey Glass and its domestic subsidiaries, subject to certain exceptions and permitted liens (Notes Priority Collateral).
|
•
|
a first-priority lien on substantially all of the existing and future real and personal property of Libbey Europe and its Dutch subsidiaries; and
|
•
|
a first-priority security interest in:
|
•
|
100 percent
of the stock of Libbey Europe and
100 percent
of the stock of substantially all of the Dutch subsidiaries; and
|
•
|
100 percent
(or a lesser percentage in certain circumstances) of the outstanding stock issued by the first-tier foreign subsidiaries of Libbey Europe and its Dutch subsidiaries.
|
•
|
incur, assume or guarantee additional indebtedness;
|
•
|
pay dividends, make certain investments or other restricted payments;
|
•
|
create liens;
|
•
|
enter into affiliate transactions;
|
•
|
merge or consolidate, or otherwise dispose of all or substantially all the assets of Libbey Glass and the Guarantors; and
|
•
|
transfer or sell assets.
|
(dollars in thousands)
|
June 30, 2013
|
|
December 31, 2012
|
||||
Fair market value of Rate Agreements - asset (liability)
|
$
|
(1,781
|
)
|
|
$
|
298
|
|
Adjustment to increase (decrease) carrying value of the related long-term debt
|
$
|
(1,102
|
)
|
|
$
|
408
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Income (expense) on hedging activities in other income (expense)
|
|
$
|
(347
|
)
|
|
$
|
(173
|
)
|
|
$
|
(569
|
)
|
|
$
|
246
|
|
Income on hedging activities in loss on redemption of debt
|
|
$
|
—
|
|
|
$
|
3,502
|
|
|
$
|
—
|
|
|
$
|
3,502
|
|
5.
|
Restructuring Charges
|
(dollars in thousands)
|
Three months ended June 30, 2013
|
|
Six months ended June 30, 2013
|
||||
Accelerated depreciation
|
$
|
1,133
|
|
|
$
|
1,699
|
|
Included in cost of sales
|
1,133
|
|
|
1,699
|
|
||
Employee termination cost & other
|
(412
|
)
|
|
1,910
|
|
||
Fixed asset write-down
|
—
|
|
|
1,992
|
|
||
Production transfer expenses
|
327
|
|
|
327
|
|
||
Included in special charges
|
(85
|
)
|
|
4,229
|
|
||
Total pretax charge
|
$
|
1,048
|
|
|
$
|
5,928
|
|
(dollars in thousands)
|
Reserve
Balance at January 1, 2013 |
|
Total
Charge to Earnings |
|
Cash
(payments) receipts |
|
Non-cash Utilization
|
|
Reserve
Balance at June 30, 2013 |
||||||||||
Accelerated depreciation
|
$
|
—
|
|
|
$
|
1,699
|
|
|
$
|
—
|
|
|
$
|
(1,699
|
)
|
|
$
|
—
|
|
Employee termination cost & other
|
—
|
|
|
1,910
|
|
|
(387
|
)
|
|
—
|
|
|
1,523
|
|
|||||
Fixed asset write-down
|
—
|
|
|
1,992
|
|
|
—
|
|
|
(1,992
|
)
|
|
—
|
|
|||||
Production transfer expenses
|
—
|
|
|
327
|
|
|
(327
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
5,928
|
|
|
$
|
(714
|
)
|
|
$
|
(3,691
|
)
|
|
$
|
1,523
|
|
6.
|
Income Taxes
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Total income tax payments, net of refunds
|
$
|
7,270
|
|
|
$
|
1,122
|
|
|
$
|
9,539
|
|
|
$
|
2,615
|
|
Less: credits or offsets
|
1,339
|
|
|
816
|
|
|
1,724
|
|
|
1,424
|
|
||||
Cash paid, net
|
$
|
5,931
|
|
|
$
|
306
|
|
|
$
|
7,815
|
|
|
$
|
1,191
|
|
7.
|
Pension and Non-pension Postretirement Benefits
|
Three months ended June 30,
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
$
|
1,092
|
|
|
$
|
1,370
|
|
|
$
|
686
|
|
|
$
|
548
|
|
|
$
|
1,778
|
|
|
$
|
1,918
|
|
Interest cost
|
3,501
|
|
|
3,827
|
|
|
1,195
|
|
|
1,178
|
|
|
4,696
|
|
|
5,005
|
|
||||||
Expected return on plan assets
|
(5,605
|
)
|
|
(4,461
|
)
|
|
(496
|
)
|
|
(583
|
)
|
|
(6,101
|
)
|
|
(5,044
|
)
|
||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
293
|
|
|
522
|
|
|
60
|
|
|
62
|
|
|
353
|
|
|
584
|
|
||||||
Loss
|
2,263
|
|
|
1,719
|
|
|
215
|
|
|
124
|
|
|
2,478
|
|
|
1,843
|
|
||||||
Settlement charge
|
715
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
715
|
|
|
37
|
|
||||||
Pension expense
|
$
|
2,259
|
|
|
$
|
3,014
|
|
|
$
|
1,660
|
|
|
$
|
1,329
|
|
|
$
|
3,919
|
|
|
$
|
4,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six months ended June 30,
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
$
|
2,370
|
|
|
$
|
2,925
|
|
|
$
|
1,408
|
|
|
$
|
990
|
|
|
$
|
3,778
|
|
|
$
|
3,915
|
|
Interest cost
|
6,982
|
|
|
7,846
|
|
|
2,451
|
|
|
2,434
|
|
|
9,433
|
|
|
10,280
|
|
||||||
Expected return on plan assets
|
(11,204
|
)
|
|
(8,946
|
)
|
|
(977
|
)
|
|
(1,190
|
)
|
|
(12,181
|
)
|
|
(10,136
|
)
|
||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
586
|
|
|
1,043
|
|
|
122
|
|
|
128
|
|
|
708
|
|
|
1,171
|
|
||||||
Loss
|
4,350
|
|
|
3,520
|
|
|
453
|
|
|
259
|
|
|
4,803
|
|
|
3,779
|
|
||||||
Settlement charge
|
715
|
|
|
457
|
|
|
—
|
|
|
—
|
|
|
715
|
|
|
457
|
|
||||||
Pension expense
|
$
|
3,799
|
|
|
$
|
6,845
|
|
|
$
|
3,457
|
|
|
$
|
2,621
|
|
|
$
|
7,256
|
|
|
$
|
9,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
$
|
203
|
|
|
$
|
367
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
204
|
|
|
$
|
368
|
|
Interest cost
|
610
|
|
|
856
|
|
|
31
|
|
|
26
|
|
|
641
|
|
|
882
|
|
||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
36
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
106
|
|
||||||
Loss / (gain)
|
138
|
|
|
229
|
|
|
1
|
|
|
(1
|
)
|
|
139
|
|
|
228
|
|
||||||
Non-pension postretirement benefit expense
|
$
|
987
|
|
|
$
|
1,558
|
|
|
$
|
33
|
|
|
$
|
26
|
|
|
$
|
1,020
|
|
|
$
|
1,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six months ended June 30,
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
$
|
595
|
|
|
$
|
735
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
596
|
|
|
$
|
736
|
|
Interest cost
|
1,311
|
|
|
1,713
|
|
|
54
|
|
|
52
|
|
|
1,365
|
|
|
1,765
|
|
||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
70
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
211
|
|
||||||
Loss / (gain)
|
429
|
|
|
458
|
|
|
—
|
|
|
(1
|
)
|
|
429
|
|
|
457
|
|
||||||
Non-pension postretirement benefit expense
|
$
|
2,405
|
|
|
$
|
3,117
|
|
|
$
|
55
|
|
|
$
|
52
|
|
|
$
|
2,460
|
|
|
$
|
3,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
Net Income (Loss) per Share of Common Stock
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands, except earnings per share)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerators for earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) that is available to common shareholders
|
$
|
12,436
|
|
|
$
|
(10,143
|
)
|
|
$
|
14,425
|
|
|
$
|
(9,502
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
21,288,897
|
|
|
20,837,843
|
|
|
21,202,411
|
|
|
20,803,629
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Denominator for diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Effect of stock options and restricted stock units
(1)
|
654,388
|
|
|
—
|
|
|
504,622
|
|
|
—
|
|
||||
Adjusted weighted average shares and assumed conversions
|
21,943,285
|
|
|
20,837,843
|
|
|
21,707,033
|
|
|
20,803,629
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
0.58
|
|
|
$
|
(0.49
|
)
|
|
$
|
0.68
|
|
|
$
|
(0.46
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share
|
$
|
0.57
|
|
|
$
|
(0.49
|
)
|
|
$
|
0.66
|
|
|
$
|
(0.46
|
)
|
9.
|
Derivatives
|
|
|
Asset Derivatives:
|
||||||||||
(dollars in thousands)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||
Derivatives designated as hedging
instruments under FASB ASC 815:
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Interest rate contract
|
|
Derivative asset
|
|
$
|
—
|
|
|
Derivative asset
|
|
$
|
298
|
|
Total designated
|
|
|
|
—
|
|
|
|
|
298
|
|
||
Derivatives not designated as hedging
instruments under FASB ASC 815:
|
|
|
|
|
|
|
|
|
||||
Currency contracts
|
|
Prepaid and other current assets
|
|
458
|
|
|
Prepaid and other current assets
|
|
41
|
|
||
Total undesignated
|
|
|
|
458
|
|
|
|
|
41
|
|
||
Total
|
|
|
|
$
|
458
|
|
|
|
|
$
|
339
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Liability Derivatives:
|
||||||||||
(dollars in thousands)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||
Derivatives designated as hedging
instruments under FASB ASC 815:
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Natural gas contracts
|
|
Derivative liability
|
|
$
|
69
|
|
|
Derivative liability
|
|
$
|
420
|
|
Natural gas contracts
|
|
Other long-term liabilities
|
|
43
|
|
|
Other long-term liabilities
|
|
—
|
|
||
Interest rate contract
|
|
Other long-term liabilities
|
|
1,781
|
|
|
Other long-term liabilities
|
|
—
|
|
||
Total designated
|
|
|
|
1,893
|
|
|
|
|
420
|
|
||
Total
|
|
|
|
$
|
1,893
|
|
|
|
|
$
|
420
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Interest rate swap
|
|
$
|
(1,723
|
)
|
|
$
|
(352
|
)
|
|
$
|
(2,079
|
)
|
|
$
|
(339
|
)
|
Related long-term debt
|
|
1,376
|
|
|
3,681
|
|
|
1,510
|
|
|
4,087
|
|
||||
Net impact
|
|
$
|
(347
|
)
|
|
$
|
3,329
|
|
|
$
|
(569
|
)
|
|
$
|
3,748
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Loss on redemption of debt
|
|
$
|
—
|
|
|
$
|
3,502
|
|
|
$
|
—
|
|
|
$
|
3,502
|
|
Other income (expense)
|
|
(347
|
)
|
|
(173
|
)
|
|
(569
|
)
|
|
246
|
|
||||
Net impact
|
|
$
|
(347
|
)
|
|
$
|
3,329
|
|
|
$
|
(569
|
)
|
|
$
|
3,748
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Derivatives in Cash Flow Hedging relationships:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas contracts
|
|
$
|
(377
|
)
|
|
$
|
586
|
|
|
$
|
590
|
|
|
$
|
(1,518
|
)
|
Total
|
|
$
|
(377
|
)
|
|
$
|
586
|
|
|
$
|
590
|
|
|
$
|
(1,518
|
)
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Derivative:
|
Location:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas contracts
|
Cost of sales
|
|
$
|
252
|
|
|
$
|
(1,736
|
)
|
|
$
|
6
|
|
|
$
|
(3,196
|
)
|
Total impact on net income (loss)
|
|
|
$
|
252
|
|
|
$
|
(1,736
|
)
|
|
$
|
6
|
|
|
$
|
(3,196
|
)
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Derivative:
|
Location:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other income (expense)
|
|
$
|
166
|
|
|
$
|
132
|
|
|
$
|
417
|
|
|
$
|
(30
|
)
|
Total
|
|
|
$
|
166
|
|
|
$
|
132
|
|
|
$
|
417
|
|
|
$
|
(30
|
)
|
10.
|
Comprehensive Income (Loss)
|
Three months ended June 30, 2013
(dollars in thousands)
|
|
Foreign Currency Translation
|
|
Derivative Instruments
|
|
Pension and Other Postretirement Benefits
|
|
Total
Accumulated Comprehensive Loss |
||||||||
Balance on March 31, 2013
|
|
$
|
(4,566
|
)
|
|
$
|
1,534
|
|
|
$
|
(137,217
|
)
|
|
$
|
(140,249
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
2,335
|
|
|
(377
|
)
|
|
3,059
|
|
|
5,017
|
|
||||
Currency impact
|
|
—
|
|
|
—
|
|
|
307
|
|
|
307
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss
(1)
|
|
—
|
|
|
—
|
|
|
2,600
|
|
|
2,600
|
|
||||
Amortization of prior service cost
(1)
|
|
—
|
|
|
—
|
|
|
369
|
|
|
369
|
|
||||
Amortization of transition obligation
(1)
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||
Cost of sales
|
|
—
|
|
|
(252
|
)
|
|
—
|
|
|
(252
|
)
|
||||
Current-period other comprehensive income (loss)
|
|
2,335
|
|
|
(629
|
)
|
|
6,356
|
|
|
8,062
|
|
||||
Tax effect
|
|
—
|
|
|
120
|
|
|
56
|
|
|
176
|
|
||||
Balance on June 30, 2013
|
|
$
|
(2,231
|
)
|
|
$
|
1,025
|
|
|
$
|
(130,805
|
)
|
|
$
|
(132,011
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Six months ended June 30, 2013
(dollars in thousands)
|
|
Foreign Currency Translation
|
|
Derivative Instruments
|
|
Pension and Other Postretirement Benefits
|
|
Total
Accumulated Comprehensive Loss |
||||||||
Balance on December 31, 2012
|
|
$
|
(1,641
|
)
|
|
$
|
489
|
|
|
$
|
(139,888
|
)
|
|
$
|
(141,040
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
(590
|
)
|
|
590
|
|
|
3,059
|
|
|
3,059
|
|
||||
Currency impact
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss
(1)
|
|
—
|
|
|
—
|
|
|
5,200
|
|
|
5,200
|
|
||||
Amortization of prior service cost
(1)
|
|
—
|
|
|
—
|
|
|
738
|
|
|
738
|
|
||||
Amortization of transition obligation
(1)
|
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
||||
Cost of sales
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Current-period other comprehensive income (loss)
|
|
(590
|
)
|
|
584
|
|
|
8,994
|
|
|
8,988
|
|
||||
Tax effect
|
|
—
|
|
|
(48
|
)
|
|
89
|
|
|
41
|
|
||||
Balance on June 30, 2013
|
|
$
|
(2,231
|
)
|
|
$
|
1,025
|
|
|
$
|
(130,805
|
)
|
|
$
|
(132,011
|
)
|
11.
|
Condensed Consolidated Guarantor Financial Statements
|
|
Three months ended June 30, 2013
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc.
(Parent)
|
|
Libbey
Glass
(Issuer)
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
101,406
|
|
|
$
|
22,056
|
|
|
$
|
99,492
|
|
|
$
|
(13,050
|
)
|
|
$
|
209,904
|
|
Freight billed to customers
|
—
|
|
|
132
|
|
|
194
|
|
|
445
|
|
|
—
|
|
|
771
|
|
||||||
Total revenues
|
—
|
|
|
101,538
|
|
|
22,250
|
|
|
99,937
|
|
|
(13,050
|
)
|
|
210,675
|
|
||||||
Cost of sales
|
—
|
|
|
66,605
|
|
|
16,140
|
|
|
83,518
|
|
|
(13,050
|
)
|
|
153,213
|
|
||||||
Gross profit
|
—
|
|
|
34,933
|
|
|
6,110
|
|
|
16,419
|
|
|
—
|
|
|
57,462
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
18,188
|
|
|
2,484
|
|
|
8,963
|
|
|
—
|
|
|
29,635
|
|
||||||
Special charges
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
||||||
Income (loss) from operations
|
—
|
|
|
16,830
|
|
|
3,626
|
|
|
7,456
|
|
|
—
|
|
|
27,912
|
|
||||||
Other income (expense)
|
—
|
|
|
(2,506
|
)
|
|
(3
|
)
|
|
42
|
|
|
—
|
|
|
(2,467
|
)
|
||||||
Earnings (loss) before interest and income taxes
|
—
|
|
|
14,324
|
|
|
3,623
|
|
|
7,498
|
|
|
—
|
|
|
25,445
|
|
||||||
Interest expense
|
—
|
|
|
5,996
|
|
|
—
|
|
|
2,130
|
|
|
—
|
|
|
8,126
|
|
||||||
Income (loss) before income taxes
|
—
|
|
|
8,328
|
|
|
3,623
|
|
|
5,368
|
|
|
—
|
|
|
17,319
|
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
1,519
|
|
|
147
|
|
|
3,217
|
|
|
—
|
|
|
4,883
|
|
||||||
Net income (loss)
|
—
|
|
|
6,809
|
|
|
3,476
|
|
|
2,151
|
|
|
—
|
|
|
12,436
|
|
||||||
Equity in net income (loss) of subsidiaries
|
12,436
|
|
|
5,627
|
|
|
—
|
|
|
—
|
|
|
(18,063
|
)
|
|
—
|
|
||||||
Net income (loss)
|
$
|
12,436
|
|
|
$
|
12,436
|
|
|
$
|
3,476
|
|
|
$
|
2,151
|
|
|
$
|
(18,063
|
)
|
|
$
|
12,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
20,674
|
|
|
$
|
20,674
|
|
|
$
|
3,303
|
|
|
$
|
4,352
|
|
|
$
|
(28,329
|
)
|
|
$
|
20,674
|
|
|
Three months ended June 30, 2012
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
109,697
|
|
|
$
|
19,765
|
|
|
$
|
96,850
|
|
|
$
|
(17,065
|
)
|
|
$
|
209,247
|
|
Freight billed to customers
|
—
|
|
|
130
|
|
|
191
|
|
|
438
|
|
|
—
|
|
|
759
|
|
||||||
Total revenues
|
—
|
|
|
109,827
|
|
|
19,956
|
|
|
97,288
|
|
|
(17,065
|
)
|
|
210,006
|
|
||||||
Cost of sales
|
—
|
|
|
75,608
|
|
|
14,342
|
|
|
80,774
|
|
|
(17,065
|
)
|
|
153,659
|
|
||||||
Gross profit
|
—
|
|
|
34,219
|
|
|
5,614
|
|
|
16,514
|
|
|
—
|
|
|
56,347
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
17,482
|
|
|
1,886
|
|
|
8,010
|
|
|
—
|
|
|
27,378
|
|
||||||
Special charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income (loss) from operations
|
—
|
|
|
16,737
|
|
|
3,728
|
|
|
8,504
|
|
|
—
|
|
|
28,969
|
|
||||||
Other income (expense)
|
—
|
|
|
(31,259
|
)
|
|
(19
|
)
|
|
630
|
|
|
—
|
|
|
(30,648
|
)
|
||||||
Earnings (loss) before interest and income taxes
|
—
|
|
|
(14,522
|
)
|
|
3,709
|
|
|
9,134
|
|
|
—
|
|
|
(1,679
|
)
|
||||||
Interest expense
|
—
|
|
|
7,681
|
|
|
—
|
|
|
2,276
|
|
|
—
|
|
|
9,957
|
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(22,203
|
)
|
|
3,709
|
|
|
6,858
|
|
|
—
|
|
|
(11,636
|
)
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
(2,661
|
)
|
|
131
|
|
|
1,037
|
|
|
—
|
|
|
(1,493
|
)
|
||||||
Net income (loss)
|
—
|
|
|
(19,542
|
)
|
|
3,578
|
|
|
5,821
|
|
|
—
|
|
|
(10,143
|
)
|
||||||
Equity in net income (loss) of subsidiaries
|
(10,143
|
)
|
|
9,399
|
|
|
—
|
|
|
—
|
|
|
744
|
|
|
—
|
|
||||||
Net income (loss)
|
$
|
(10,143
|
)
|
|
$
|
(10,143
|
)
|
|
$
|
3,578
|
|
|
$
|
5,821
|
|
|
$
|
744
|
|
|
$
|
(10,143
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
(9,620
|
)
|
|
$
|
(9,620
|
)
|
|
$
|
3,818
|
|
|
$
|
832
|
|
|
$
|
4,970
|
|
|
$
|
(9,620
|
)
|
|
Six months ended June 30, 2013
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
188,336
|
|
|
$
|
40,416
|
|
|
$
|
188,871
|
|
|
$
|
(24,243
|
)
|
|
$
|
393,380
|
|
Freight billed to customers
|
—
|
|
|
231
|
|
|
428
|
|
|
864
|
|
|
—
|
|
|
1,523
|
|
||||||
Total revenues
|
—
|
|
|
188,567
|
|
|
40,844
|
|
|
189,735
|
|
|
(24,243
|
)
|
|
394,903
|
|
||||||
Cost of sales
|
—
|
|
|
129,205
|
|
|
30,500
|
|
|
159,747
|
|
|
(24,243
|
)
|
|
295,209
|
|
||||||
Gross profit
|
—
|
|
|
59,362
|
|
|
10,344
|
|
|
29,988
|
|
|
—
|
|
|
99,694
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
33,245
|
|
|
5,153
|
|
|
17,634
|
|
|
—
|
|
|
56,032
|
|
||||||
Special charges
|
—
|
|
|
4,229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,229
|
|
||||||
Income (loss) from operations
|
—
|
|
|
21,888
|
|
|
5,191
|
|
|
12,354
|
|
|
—
|
|
|
39,433
|
|
||||||
Other income (expense)
|
—
|
|
|
(2,507
|
)
|
|
(12
|
)
|
|
(383
|
)
|
|
—
|
|
|
(2,902
|
)
|
||||||
Earnings (loss) before interest and income taxes
|
—
|
|
|
19,381
|
|
|
5,179
|
|
|
11,971
|
|
|
—
|
|
|
36,531
|
|
||||||
Interest expense
|
—
|
|
|
12,416
|
|
|
—
|
|
|
4,145
|
|
|
—
|
|
|
16,561
|
|
||||||
Income (loss) before income taxes
|
—
|
|
|
6,965
|
|
|
5,179
|
|
|
7,826
|
|
|
—
|
|
|
19,970
|
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
700
|
|
|
149
|
|
|
4,696
|
|
|
—
|
|
|
5,545
|
|
||||||
Net income (loss)
|
—
|
|
|
6,265
|
|
|
5,030
|
|
|
3,130
|
|
|
—
|
|
|
14,425
|
|
||||||
Equity in net income (loss) of subsidiaries
|
14,425
|
|
|
8,160
|
|
|
—
|
|
|
—
|
|
|
(22,585
|
)
|
|
—
|
|
||||||
Net income (loss)
|
$
|
14,425
|
|
|
$
|
14,425
|
|
|
$
|
5,030
|
|
|
$
|
3,130
|
|
|
$
|
(22,585
|
)
|
|
$
|
14,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
23,454
|
|
|
$
|
23,454
|
|
|
$
|
4,999
|
|
|
$
|
2,800
|
|
|
$
|
(31,253
|
)
|
|
$
|
23,454
|
|
|
Six months ended June 30, 2012
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
203,177
|
|
|
$
|
37,210
|
|
|
$
|
190,009
|
|
|
$
|
(33,320
|
)
|
|
$
|
397,076
|
|
Freight billed to customers
|
—
|
|
|
296
|
|
|
374
|
|
|
797
|
|
|
—
|
|
|
1,467
|
|
||||||
Total revenues
|
—
|
|
|
203,473
|
|
|
37,584
|
|
|
190,806
|
|
|
(33,320
|
)
|
|
398,543
|
|
||||||
Cost of sales
|
—
|
|
|
149,919
|
|
|
27,355
|
|
|
155,186
|
|
|
(33,320
|
)
|
|
299,140
|
|
||||||
Gross profit
|
—
|
|
|
53,554
|
|
|
10,229
|
|
|
35,620
|
|
|
—
|
|
|
99,403
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
35,424
|
|
|
3,402
|
|
|
16,678
|
|
|
—
|
|
|
55,504
|
|
||||||
Special charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income (loss) from operations
|
—
|
|
|
18,130
|
|
|
6,827
|
|
|
18,942
|
|
|
—
|
|
|
43,899
|
|
||||||
Other income (expense)
|
—
|
|
|
(30,962
|
)
|
|
(7
|
)
|
|
(270
|
)
|
|
—
|
|
|
(31,239
|
)
|
||||||
Earnings (loss) before interest and income taxes
|
—
|
|
|
(12,832
|
)
|
|
6,820
|
|
|
18,672
|
|
|
—
|
|
|
12,660
|
|
||||||
Interest expense
|
—
|
|
|
15,874
|
|
|
—
|
|
|
4,491
|
|
|
—
|
|
|
20,365
|
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(28,706
|
)
|
|
6,820
|
|
|
14,181
|
|
|
—
|
|
|
(7,705
|
)
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
(2,436
|
)
|
|
131
|
|
|
4,102
|
|
|
—
|
|
|
1,797
|
|
||||||
Net income (loss)
|
—
|
|
|
(26,270
|
)
|
|
6,689
|
|
|
10,079
|
|
|
—
|
|
|
(9,502
|
)
|
||||||
Equity in net income (loss) of subsidiaries
|
(9,502
|
)
|
|
16,768
|
|
|
—
|
|
|
—
|
|
|
(7,266
|
)
|
|
—
|
|
||||||
Net income (loss)
|
$
|
(9,502
|
)
|
|
$
|
(9,502
|
)
|
|
$
|
6,689
|
|
|
$
|
10,079
|
|
|
$
|
(7,266
|
)
|
|
$
|
(9,502
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
(3,867
|
)
|
|
$
|
(3,867
|
)
|
|
$
|
7,053
|
|
|
$
|
7,876
|
|
|
$
|
(11,062
|
)
|
|
$
|
(3,867
|
)
|
|
|
||||||||||||||||||||||
|
June 30, 2013 (unaudited)
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and equivalents
|
$
|
—
|
|
|
$
|
(3,568
|
)
|
|
$
|
55
|
|
|
$
|
14,057
|
|
|
$
|
—
|
|
|
$
|
10,544
|
|
Accounts receivable — net
|
—
|
|
|
38,630
|
|
|
5,607
|
|
|
47,245
|
|
|
—
|
|
|
91,482
|
|
||||||
Inventories — net
|
—
|
|
|
65,687
|
|
|
21,299
|
|
|
88,925
|
|
|
—
|
|
|
175,911
|
|
||||||
Other current assets
|
—
|
|
|
19,420
|
|
|
1,212
|
|
|
16,732
|
|
|
(17,364
|
)
|
|
20,000
|
|
||||||
Total current assets
|
—
|
|
|
120,169
|
|
|
28,173
|
|
|
166,959
|
|
|
(17,364
|
)
|
|
297,937
|
|
||||||
Other non-current assets
|
—
|
|
|
18,203
|
|
|
—
|
|
|
20,645
|
|
|
(4,190
|
)
|
|
34,658
|
|
||||||
Investments in and advances to subsidiaries
|
52,882
|
|
|
394,048
|
|
|
195,294
|
|
|
(44,054
|
)
|
|
(598,170
|
)
|
|
—
|
|
||||||
Goodwill and purchased intangible assets — net
|
—
|
|
|
27,423
|
|
|
12,347
|
|
|
147,015
|
|
|
—
|
|
|
186,785
|
|
||||||
Total other assets
|
52,882
|
|
|
439,674
|
|
|
207,641
|
|
|
123,606
|
|
|
(602,360
|
)
|
|
221,443
|
|
||||||
Property, plant and equipment — net
|
—
|
|
|
65,801
|
|
|
296
|
|
|
187,703
|
|
|
—
|
|
|
253,800
|
|
||||||
Total assets
|
$
|
52,882
|
|
|
$
|
625,644
|
|
|
$
|
236,110
|
|
|
$
|
478,268
|
|
|
$
|
(619,724
|
)
|
|
$
|
773,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
11,939
|
|
|
$
|
2,798
|
|
|
$
|
44,572
|
|
|
$
|
—
|
|
|
$
|
59,309
|
|
Accrued and other current liabilities
|
—
|
|
|
50,911
|
|
|
21,482
|
|
|
27,653
|
|
|
(16,915
|
)
|
|
83,131
|
|
||||||
Notes payable and long-term debt due within one year
|
—
|
|
|
228
|
|
|
—
|
|
|
14,014
|
|
|
—
|
|
|
14,242
|
|
||||||
Total current liabilities
|
—
|
|
|
63,078
|
|
|
24,280
|
|
|
86,239
|
|
|
(16,915
|
)
|
|
156,682
|
|
||||||
Long-term debt
|
—
|
|
|
414,264
|
|
|
—
|
|
|
1,242
|
|
|
—
|
|
|
415,506
|
|
||||||
Other long-term liabilities
|
—
|
|
|
92,289
|
|
|
9,638
|
|
|
50,373
|
|
|
(4,190
|
)
|
|
148,110
|
|
||||||
Total liabilities
|
—
|
|
|
569,631
|
|
|
33,918
|
|
|
137,854
|
|
|
(21,105
|
)
|
|
720,298
|
|
||||||
Total shareholders’ equity (deficit)
|
52,882
|
|
|
56,013
|
|
|
202,192
|
|
|
340,414
|
|
|
(598,619
|
)
|
|
52,882
|
|
||||||
Total liabilities and shareholders’ equity (deficit)
|
$
|
52,882
|
|
|
$
|
625,644
|
|
|
$
|
236,110
|
|
|
$
|
478,268
|
|
|
$
|
(619,724
|
)
|
|
$
|
773,180
|
|
|
December 31, 2012
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and equivalents
|
$
|
—
|
|
|
$
|
43,558
|
|
|
$
|
70
|
|
|
$
|
23,580
|
|
|
$
|
—
|
|
|
$
|
67,208
|
|
Accounts receivable — net
|
—
|
|
|
33,987
|
|
|
3,560
|
|
|
43,303
|
|
|
—
|
|
|
80,850
|
|
||||||
Inventories — net
|
—
|
|
|
52,627
|
|
|
18,477
|
|
|
86,445
|
|
|
—
|
|
|
157,549
|
|
||||||
Other current assets
|
—
|
|
|
17,931
|
|
|
810
|
|
|
10,446
|
|
|
(16,190
|
)
|
|
12,997
|
|
||||||
Total current assets
|
—
|
|
|
148,103
|
|
|
22,917
|
|
|
163,774
|
|
|
(16,190
|
)
|
|
318,604
|
|
||||||
Other non-current assets
|
—
|
|
|
22,373
|
|
|
54
|
|
|
20,387
|
|
|
(4,190
|
)
|
|
38,624
|
|
||||||
Investments in and advances to subsidiaries
|
24,476
|
|
|
384,414
|
|
|
194,316
|
|
|
(35,962
|
)
|
|
(567,244
|
)
|
|
—
|
|
||||||
Goodwill and purchased intangible assets — net
|
—
|
|
|
26,833
|
|
|
12,347
|
|
|
147,614
|
|
|
—
|
|
|
186,794
|
|
||||||
Total other assets
|
24,476
|
|
|
433,620
|
|
|
206,717
|
|
|
132,039
|
|
|
(571,434
|
)
|
|
225,418
|
|
||||||
Property, plant and equipment — net
|
—
|
|
|
72,780
|
|
|
298
|
|
|
185,076
|
|
|
—
|
|
|
258,154
|
|
||||||
Total assets
|
$
|
24,476
|
|
|
$
|
654,503
|
|
|
$
|
229,932
|
|
|
$
|
480,889
|
|
|
$
|
(587,624
|
)
|
|
$
|
802,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
15,339
|
|
|
$
|
2,854
|
|
|
$
|
47,519
|
|
|
$
|
—
|
|
|
$
|
65,712
|
|
Accrued and other current liabilities
|
—
|
|
|
63,674
|
|
|
20,194
|
|
|
27,857
|
|
|
(16,190
|
)
|
|
95,535
|
|
||||||
Notes payable and long-term debt due within one year
|
—
|
|
|
221
|
|
|
—
|
|
|
4,362
|
|
|
—
|
|
|
4,583
|
|
||||||
Total current liabilities
|
—
|
|
|
79,234
|
|
|
23,048
|
|
|
79,738
|
|
|
(16,190
|
)
|
|
165,830
|
|
||||||
Long-term debt
|
—
|
|
|
451,090
|
|
|
—
|
|
|
10,794
|
|
|
—
|
|
|
461,884
|
|
||||||
Other long-term liabilities
|
—
|
|
|
94,434
|
|
|
9,691
|
|
|
50,051
|
|
|
(4,190
|
)
|
|
149,986
|
|
||||||
Total liabilities
|
—
|
|
|
624,758
|
|
|
32,739
|
|
|
140,583
|
|
|
(20,380
|
)
|
|
777,700
|
|
||||||
Total shareholders’ equity (deficit)
|
24,476
|
|
|
29,745
|
|
|
197,193
|
|
|
340,306
|
|
|
(567,244
|
)
|
|
24,476
|
|
||||||
Total liabilities and shareholders’ equity (deficit)
|
$
|
24,476
|
|
|
$
|
654,503
|
|
|
$
|
229,932
|
|
|
$
|
480,889
|
|
|
$
|
(587,624
|
)
|
|
$
|
802,176
|
|
|
Three months ended June 30, 2013
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
12,436
|
|
|
$
|
12,436
|
|
|
$
|
3,476
|
|
|
$
|
2,151
|
|
|
$
|
(18,063
|
)
|
|
$
|
12,436
|
|
Depreciation and amortization
|
—
|
|
|
4,611
|
|
|
16
|
|
|
6,996
|
|
|
—
|
|
|
11,623
|
|
||||||
Other operating activities
|
(12,436
|
)
|
|
(13,590
|
)
|
|
(3,499
|
)
|
|
(3,212
|
)
|
|
18,063
|
|
|
(14,674
|
)
|
||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
3,457
|
|
|
(7
|
)
|
|
5,935
|
|
|
—
|
|
|
9,385
|
|
||||||
Additions to property, plant & equipment
|
—
|
|
|
(2,065
|
)
|
|
(31
|
)
|
|
(8,793
|
)
|
|
—
|
|
|
(10,889
|
)
|
||||||
Other investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Net cash (used in) investing activities
|
—
|
|
|
(2,065
|
)
|
|
(31
|
)
|
|
(8,789
|
)
|
|
—
|
|
|
(10,885
|
)
|
||||||
Net borrowings (repayments)
|
—
|
|
|
(35,255
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,255
|
)
|
||||||
Other financing activities
|
—
|
|
|
1,161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,161
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(34,094
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,094
|
)
|
||||||
Exchange effect on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
||||||
Increase (decrease) in cash
|
—
|
|
|
(32,702
|
)
|
|
(38
|
)
|
|
(2,665
|
)
|
|
—
|
|
|
(35,405
|
)
|
||||||
Cash at beginning of period
|
—
|
|
|
29,134
|
|
|
93
|
|
|
16,722
|
|
|
—
|
|
|
45,949
|
|
||||||
Cash at end of period
|
$
|
—
|
|
|
$
|
(3,568
|
)
|
|
$
|
55
|
|
|
$
|
14,057
|
|
|
$
|
—
|
|
|
$
|
10,544
|
|
|
Three months ended June 30, 2012
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
(10,143
|
)
|
|
$
|
(10,143
|
)
|
|
$
|
3,578
|
|
|
$
|
5,821
|
|
|
$
|
744
|
|
|
$
|
(10,143
|
)
|
Depreciation and amortization
|
—
|
|
|
3,469
|
|
|
18
|
|
|
6,801
|
|
|
—
|
|
|
10,288
|
|
||||||
Other operating activities
|
10,143
|
|
|
(56,501
|
)
|
|
(3,687
|
)
|
|
(1,777
|
)
|
|
(744
|
)
|
|
(52,566
|
)
|
||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
(63,175
|
)
|
|
(91
|
)
|
|
10,845
|
|
|
—
|
|
|
(52,421
|
)
|
||||||
Additions to property, plant & equipment
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|
(4,253
|
)
|
|
—
|
|
|
(5,386
|
)
|
||||||
Other investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
—
|
|
|
239
|
|
||||||
Net cash (used in) investing activities
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|
(4,014
|
)
|
|
—
|
|
|
(5,147
|
)
|
||||||
Net borrowings (repayments)
|
—
|
|
|
89,949
|
|
|
—
|
|
|
(9,517
|
)
|
|
—
|
|
|
80,432
|
|
||||||
Other financing activities
|
—
|
|
|
(35,744
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,744
|
)
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
54,205
|
|
|
—
|
|
|
(9,517
|
)
|
|
—
|
|
|
44,688
|
|
||||||
Exchange effect on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(361
|
)
|
|
—
|
|
|
(361
|
)
|
||||||
Increase (decrease) in cash
|
—
|
|
|
(10,103
|
)
|
|
(91
|
)
|
|
(3,047
|
)
|
|
—
|
|
|
(13,241
|
)
|
||||||
Cash at beginning of period
|
—
|
|
|
9,892
|
|
|
157
|
|
|
22,769
|
|
|
—
|
|
|
32,818
|
|
||||||
Cash at end of period
|
$
|
—
|
|
|
$
|
(211
|
)
|
|
$
|
66
|
|
|
$
|
19,722
|
|
|
$
|
—
|
|
|
$
|
19,577
|
|
|
Six months ended June 30, 2013
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
14,425
|
|
|
$
|
14,425
|
|
|
$
|
5,030
|
|
|
$
|
3,130
|
|
|
$
|
(22,585
|
)
|
|
$
|
14,425
|
|
Depreciation and amortization
|
—
|
|
|
8,725
|
|
|
33
|
|
|
13,639
|
|
|
—
|
|
|
22,397
|
|
||||||
Other operating activities
|
(14,425
|
)
|
|
(32,597
|
)
|
|
(5,047
|
)
|
|
(10,633
|
)
|
|
22,585
|
|
|
(40,117
|
)
|
||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
(9,447
|
)
|
|
16
|
|
|
6,136
|
|
|
—
|
|
|
(3,295
|
)
|
||||||
Additions to property, plant & equipment
|
—
|
|
|
(4,069
|
)
|
|
(31
|
)
|
|
(15,671
|
)
|
|
—
|
|
|
(19,771
|
)
|
||||||
Other investing activities
|
—
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
8
|
|
||||||
Net cash (used in) investing activities
|
—
|
|
|
(4,068
|
)
|
|
(31
|
)
|
|
(15,664
|
)
|
|
—
|
|
|
(19,763
|
)
|
||||||
Net borrowings (repayments)
|
—
|
|
|
(35,309
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(35,314
|
)
|
||||||
Other financing activities
|
|
|
|
1,698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,698
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(33,611
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(33,616
|
)
|
||||||
Exchange effect on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Increase (decrease) in cash
|
—
|
|
|
(47,126
|
)
|
|
(15
|
)
|
|
(9,523
|
)
|
|
—
|
|
|
(56,664
|
)
|
||||||
Cash at beginning of period
|
—
|
|
|
43,558
|
|
|
70
|
|
|
23,580
|
|
|
—
|
|
|
67,208
|
|
||||||
Cash at end of period
|
$
|
—
|
|
|
$
|
(3,568
|
)
|
|
$
|
55
|
|
|
$
|
14,057
|
|
|
$
|
—
|
|
|
$
|
10,544
|
|
|
Six months ended June 30, 2012
|
||||||||||||||||||||||
(dollars in thousands)
|
Libbey
Inc. (Parent) |
|
Libbey
Glass (Issuer) |
|
Subsidiary
Guarantors |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
(9,502
|
)
|
|
$
|
(9,502
|
)
|
|
$
|
6,689
|
|
|
$
|
10,079
|
|
|
$
|
(7,266
|
)
|
|
$
|
(9,502
|
)
|
Depreciation and amortization
|
—
|
|
|
7,007
|
|
|
37
|
|
|
13,780
|
|
|
—
|
|
|
20,824
|
|
||||||
Other operating activities
|
9,502
|
|
|
(86,833
|
)
|
|
(6,815
|
)
|
|
(5,961
|
)
|
|
7,266
|
|
|
(82,841
|
)
|
||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
(89,328
|
)
|
|
(89
|
)
|
|
17,898
|
|
|
—
|
|
|
(71,519
|
)
|
||||||
Additions to property, plant & equipment
|
—
|
|
|
(4,314
|
)
|
|
—
|
|
|
(7,518
|
)
|
|
—
|
|
|
(11,832
|
)
|
||||||
Other investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
||||||
Net cash (used in) investing activities
|
—
|
|
|
(4,314
|
)
|
|
—
|
|
|
(7,099
|
)
|
|
—
|
|
|
(11,413
|
)
|
||||||
Net borrowings (repayments)
|
—
|
|
|
89,898
|
|
|
—
|
|
|
(9,860
|
)
|
|
—
|
|
|
80,038
|
|
||||||
Other financing activities
|
—
|
|
|
(35,716
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,716
|
)
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
54,182
|
|
|
—
|
|
|
(9,860
|
)
|
|
—
|
|
|
44,322
|
|
||||||
Exchange effect on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
(104
|
)
|
||||||
Increase (decrease) in cash
|
—
|
|
|
(39,460
|
)
|
|
(89
|
)
|
|
835
|
|
|
—
|
|
|
(38,714
|
)
|
||||||
Cash at beginning of period
|
—
|
|
|
39,249
|
|
|
155
|
|
|
18,887
|
|
|
—
|
|
|
58,291
|
|
||||||
Cash at end of period
|
$
|
—
|
|
|
$
|
(211
|
)
|
|
$
|
66
|
|
|
$
|
19,722
|
|
|
$
|
—
|
|
|
$
|
19,577
|
|
12.
|
Segments
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
141,815
|
|
|
$
|
148,584
|
|
|
$
|
265,350
|
|
|
$
|
278,259
|
|
EMEA
|
37,981
|
|
|
33,723
|
|
|
72,223
|
|
|
64,515
|
|
||||
Other
|
30,108
|
|
|
26,940
|
|
|
55,807
|
|
|
54,302
|
|
||||
Consolidated
|
$
|
209,904
|
|
|
$
|
209,247
|
|
|
$
|
393,380
|
|
|
$
|
397,076
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBIT:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
32,498
|
|
|
$
|
31,014
|
|
|
$
|
50,650
|
|
|
$
|
46,688
|
|
EMEA
|
569
|
|
|
302
|
|
|
(914
|
)
|
|
(278
|
)
|
||||
Other
|
4,367
|
|
|
5,508
|
|
|
8,164
|
|
|
10,633
|
|
||||
Total Segment EBIT
|
$
|
37,434
|
|
|
$
|
36,824
|
|
|
$
|
57,900
|
|
|
$
|
57,043
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Segment EBIT to Net Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Segment EBIT
|
$
|
37,434
|
|
|
$
|
36,824
|
|
|
$
|
57,900
|
|
|
$
|
57,043
|
|
Retained corporate costs
|
(5,927
|
)
|
|
(7,428
|
)
|
|
(10,427
|
)
|
|
(13,308
|
)
|
||||
Loss on redemption of debt (note 4)
|
(2,518
|
)
|
|
(31,075
|
)
|
|
(2,518
|
)
|
|
(31,075
|
)
|
||||
Pension settlement charge
|
(715
|
)
|
|
—
|
|
|
(715
|
)
|
|
—
|
|
||||
Restructuring charges (note 5)
|
(1,048
|
)
|
|
—
|
|
|
(5,928
|
)
|
|
—
|
|
||||
Abandoned property (note 15)
|
(1,781
|
)
|
|
—
|
|
|
(1,781
|
)
|
|
—
|
|
||||
Interest expense
|
(8,126
|
)
|
|
(9,957
|
)
|
|
(16,561
|
)
|
|
(20,365
|
)
|
||||
Income taxes
|
(4,883
|
)
|
|
1,493
|
|
|
(5,545
|
)
|
|
(1,797
|
)
|
||||
Net income (loss)
|
$
|
12,436
|
|
|
$
|
(10,143
|
)
|
|
$
|
14,425
|
|
|
$
|
(9,502
|
)
|
|
|
|
|
|
|
|
|
||||||||
Depreciation & Amortization:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
7,321
|
|
|
$
|
6,021
|
|
|
$
|
13,849
|
|
|
$
|
12,203
|
|
EMEA
|
2,507
|
|
|
2,466
|
|
|
4,993
|
|
|
5,014
|
|
||||
Other
|
1,407
|
|
|
1,414
|
|
|
2,790
|
|
|
2,831
|
|
||||
Corporate
|
388
|
|
|
387
|
|
|
765
|
|
|
776
|
|
||||
Consolidated
|
$
|
11,623
|
|
|
$
|
10,288
|
|
|
$
|
22,397
|
|
|
$
|
20,824
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
7,034
|
|
|
$
|
3,259
|
|
|
$
|
13,909
|
|
|
$
|
8,423
|
|
EMEA
|
1,745
|
|
|
1,301
|
|
|
3,041
|
|
|
2,018
|
|
||||
Other
|
1,320
|
|
|
510
|
|
|
1,655
|
|
|
1,023
|
|
||||
Corporate
|
790
|
|
|
316
|
|
|
1,166
|
|
|
368
|
|
||||
Consolidated
|
$
|
10,889
|
|
|
$
|
5,386
|
|
|
$
|
19,771
|
|
|
$
|
11,832
|
|
(dollars in thousands)
|
June 30, 2013
|
|
December 31, 2012
|
||||
Segment Assets
(1)
:
|
|
|
|
||||
Americas
|
$
|
172,032
|
|
|
$
|
150,923
|
|
EMEA
|
47,881
|
|
|
49,981
|
|
||
Other
|
47,480
|
|
|
37,495
|
|
||
Consolidated
|
$
|
267,393
|
|
|
$
|
238,399
|
|
13.
|
Fair Value
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
|
•
|
Level 3 — Unobservable inputs based on our own assumptions.
|
|
Fair Value at
|
|
Fair Value at
|
||||||||||||||||||||||||||||
Asset / (Liability)
(dollars in thousands)
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||||||
Commodity futures natural gas contracts
|
$
|
—
|
|
|
$
|
(112
|
)
|
|
$
|
—
|
|
|
$
|
(112
|
)
|
|
$
|
—
|
|
|
$
|
(420
|
)
|
|
$
|
—
|
|
|
$
|
(420
|
)
|
Currency contracts
|
—
|
|
|
458
|
|
|
—
|
|
|
458
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
||||||||
Interest rate agreement
|
—
|
|
|
(1,781
|
)
|
|
—
|
|
|
(1,781
|
)
|
|
—
|
|
|
298
|
|
|
—
|
|
|
298
|
|
||||||||
Net derivative asset (liability)
|
$
|
—
|
|
|
$
|
(1,435
|
)
|
|
$
|
—
|
|
|
$
|
(1,435
|
)
|
|
$
|
—
|
|
|
$
|
(81
|
)
|
|
$
|
—
|
|
|
$
|
(81
|
)
|
Asset / (Liability)
(dollars in thousands)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Prepaid and other current assets
|
|
$
|
458
|
|
|
$
|
41
|
|
Derivative asset
|
|
—
|
|
|
298
|
|
||
Derivative liability
|
|
(69
|
)
|
|
(420
|
)
|
||
Other long-term liabilities
|
|
(1,824
|
)
|
|
—
|
|
||
Net derivative asset (liability)
|
|
$
|
(1,435
|
)
|
|
$
|
(81
|
)
|
14.
|
Other Income (Expense)
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Gain (loss) on currency translation
|
$
|
481
|
|
|
$
|
578
|
|
|
$
|
198
|
|
|
$
|
(391
|
)
|
Hedge ineffectiveness
|
(623
|
)
|
|
(189
|
)
|
|
(845
|
)
|
|
230
|
|
||||
Other non-operating income (expense)
|
193
|
|
|
38
|
|
|
263
|
|
|
(3
|
)
|
||||
Other income (expense)
|
$
|
51
|
|
|
$
|
427
|
|
|
$
|
(384
|
)
|
|
$
|
(164
|
)
|
15.
|
Contingencies
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands, except percentages and per-share amounts)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
$
|
209,904
|
|
|
$
|
209,247
|
|
|
$
|
393,380
|
|
|
$
|
397,076
|
|
Gross profit
(2)
|
$
|
57,462
|
|
|
$
|
56,347
|
|
|
$
|
99,694
|
|
|
$
|
99,403
|
|
Gross profit margin
|
27.4
|
%
|
|
26.9
|
%
|
|
25.3
|
%
|
|
25.0
|
%
|
||||
Income from operations (IFO)
(3)
|
$
|
27,912
|
|
|
$
|
28,969
|
|
|
$
|
39,433
|
|
|
$
|
43,899
|
|
IFO margin
|
13.3
|
%
|
|
13.8
|
%
|
|
10.0
|
%
|
|
11.1
|
%
|
||||
Earnings (loss) before interest and income taxes(EBIT)
(1)(2)(3)(4)
|
$
|
25,445
|
|
|
$
|
(1,679
|
)
|
|
$
|
36,531
|
|
|
$
|
12,660
|
|
EBIT margin
|
12.1
|
%
|
|
(0.8
|
)%
|
|
9.3
|
%
|
|
3.2
|
%
|
||||
Earnings (loss) before interest, taxes, depreciation and amortization (EBITDA)
(1)(3)(4)
|
$
|
37,068
|
|
|
$
|
8,609
|
|
|
$
|
58,928
|
|
|
$
|
33,484
|
|
EBITDA margin
|
17.7
|
%
|
|
4.1
|
%
|
|
15.0
|
%
|
|
8.4
|
%
|
||||
Adjusted EBITDA
(1)
|
$
|
41,997
|
|
|
$
|
39,684
|
|
|
$
|
68,171
|
|
|
$
|
64,559
|
|
Adjusted EBITDA margin
|
20.0
|
%
|
|
19.0
|
%
|
|
17.3
|
%
|
|
16.3
|
%
|
||||
Net income (loss)
(2)(3)(4)
|
$
|
12,436
|
|
|
$
|
(10,143
|
)
|
|
$
|
14,425
|
|
|
$
|
(9,502
|
)
|
Net income (loss) margin
|
5.9
|
%
|
|
(4.8
|
)%
|
|
3.7
|
%
|
|
(2.4
|
)%
|
||||
Diluted net income (loss) per share
|
$
|
0.57
|
|
|
$
|
(0.49
|
)
|
|
$
|
0.66
|
|
|
$
|
(0.46
|
)
|
(1)
|
We believe that EBIT, EBITDA and Adjusted EBITDA, all non-GAAP financial measures, are useful metrics for evaluating our financial performance, as they are measures that we use internally to assess our performance. For a reconciliation from net income (loss) to EBIT, EBITDA, and Adjusted EBITDA, see the "Adjusted EBITDA" section below in the Discussion of Second Quarter 2013 Compared to Second Quarter 2012 and the Discussion of First Six Months 2013 Compared to First Six Months 2012 and the reasons we believe these non-GAAP financial measures are useful.
|
(2)
|
The three and six month periods ended June 30, 2013 include $1.1 million and $1.7 million, respectively, of accelerated depreciation on fixed assets that were impaired from discontinuing production of certain glassware in North America and reducing manufacturing capacity at our Shreveport, Louisiana, manufacturing facility. (See note 5 to the Condensed Consolidated Financial Statements.)
|
(3)
|
In addition to item (2) above, the three and six month periods ended June 30, 2013 include ($0.1) million and $4.2 million, respectively, in charges related to discontinuing production of certain glassware in North America and reducing manufacturing capacity at our Shreveport, Louisiana, manufacturing facility; $1.8 million for abandoned property charges; and $0.7 million of pension settlement charges. (See notes 5, 7 and 15 to the Condensed Consolidated Financial Statements.)
|
(4)
|
In addition to item (3) above, the three and six month periods ended June 30, 2013 include a loss of $2.5 million related to the redemption of $45.0 million of Senior Secured Notes in May 2013. The three and six month periods ended June 30, 2012 include $31.1 million for the write-off of unamortized finance fees and discounts and call premium payments on the ABL Facility and $360.0 million of former Senior Secured 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. (See note 4 to the Condensed Consolidated Financial Statements.)
|
|
|
Three months ended June 30,
|
||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
||||
Americas
|
|
$
|
141,815
|
|
|
$
|
148,584
|
|
EMEA
|
|
37,981
|
|
|
33,723
|
|
||
Other
|
|
30,108
|
|
|
26,940
|
|
||
Consolidated
|
|
$
|
209,904
|
|
|
$
|
209,247
|
|
|
|
Three months ended June 30,
|
||||||
(dollars in thousands)
|
|
Americas
|
|
EMEA
|
||||
Segment EBIT, June 30, 2012
|
|
$
|
31,014
|
|
|
$
|
302
|
|
Sales, excluding currency
|
|
(172
|
)
|
|
924
|
|
||
Manufacturing and distribution
|
|
(942
|
)
|
|
(455
|
)
|
||
Selling, general, administrative and other income/expense
|
|
161
|
|
|
(190
|
)
|
||
Effects of changing foreign currency rates
|
|
2,437
|
|
|
(12
|
)
|
||
Segment EBIT, June 30, 2013
|
|
$
|
32,498
|
|
|
$
|
569
|
|
(1)
|
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. See note 12 to the Condensed Consolidated Financial Statements for reconciliation of Segment EBIT to net income (loss).
|
|
|
Three months ended June 30,
|
||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
||||
Net income (loss)
|
|
$
|
12,436
|
|
|
$
|
(10,143
|
)
|
Add: Interest expense
|
|
8,126
|
|
|
9,957
|
|
||
Add: Provision (benefit) provision for income taxes
|
|
4,883
|
|
|
(1,493
|
)
|
||
Earnings (loss) before interest and income taxes (EBIT)
|
|
25,445
|
|
|
(1,679
|
)
|
||
Add: Depreciation and amortization
|
|
11,623
|
|
|
10,288
|
|
||
Earnings before interest, taxes, deprecation and amortization (EBITDA)
|
|
37,068
|
|
|
8,609
|
|
||
Add: Special items before interest and taxes:
|
|
|
|
|
||||
Loss on redemption of debt (see note 4)
(1)
|
|
2,518
|
|
|
31,075
|
|
||
Pension Settlement (see note 7)
|
|
715
|
|
|
—
|
|
||
Abandoned property (see note 15)
|
|
1,781
|
|
|
—
|
|
||
Restructuring charges (see note 5)
(2)
|
|
1,048
|
|
|
—
|
|
||
Less: Accelerated depreciation expense included in special items and also in depreciation and amortization above
|
|
(1,133
|
)
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
41,997
|
|
|
$
|
39,684
|
|
(1)
|
Loss on redemption of debt for the three months ended June 2013 includes the write-off of unamortized finance fees and call premium payments on the $45.0 million Senior Secured Notes redeemed in May 2013. Loss on redemption of debt for the three months ended June 2012 includes the write-off of unamortized finance fees and discounts and call premium payments on the ABL Facility and $360.0 million former Senior Secured 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.
|
(2)
|
Restructuring charges relate to discontinuing production of certain glassware in North America and reducing manufacturing capacity at our Shreveport, Louisiana, manufacturing facility.
|
•
|
Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;
|
•
|
Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
|
•
|
Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
|
|
Six months ended June 30,
|
||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
||||
Americas
|
|
$
|
265,350
|
|
|
$
|
278,259
|
|
EMEA
|
|
72,223
|
|
|
64,515
|
|
||
Other
|
|
55,807
|
|
|
54,302
|
|
||
Consolidated
|
|
$
|
393,380
|
|
|
$
|
397,076
|
|
|
|
Six months ended June 30,
|
||||||
(dollars in thousands)
|
|
Americas
|
|
EMEA
|
||||
Segment EBIT, June 30, 2012
|
|
$
|
46,688
|
|
|
$
|
(278
|
)
|
Sales, excluding currency
|
|
115
|
|
|
1,213
|
|
||
Manufacturing and distribution
|
|
(1,663
|
)
|
|
(1,495
|
)
|
||
Selling, general, administrative and other income/expense
|
|
1,841
|
|
|
(287
|
)
|
||
Effects of changing foreign currency rates
|
|
3,669
|
|
|
(67
|
)
|
||
Segment EBIT, June 30, 2013
|
|
$
|
50,650
|
|
|
$
|
(914
|
)
|
(1)
|
Segment EBIT represents earnings (loss) 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. See note 12 to the Condensed Consolidated Financial Statements for reconciliation of Segment EBIT to net income (loss).
|
|
|
Six months ended June 30,
|
||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
||||
Net income (loss)
|
|
$
|
14,425
|
|
|
$
|
(9,502
|
)
|
Add: Interest expense
|
|
16,561
|
|
|
20,365
|
|
||
Add: Provision for income taxes
|
|
5,545
|
|
|
1,797
|
|
||
Earnings before interest and income taxes (EBIT)
|
|
36,531
|
|
|
12,660
|
|
||
Add: Depreciation and amortization
|
|
22,397
|
|
|
20,824
|
|
||
Earnings before interest, taxes, deprecation and amortization (EBITDA)
|
|
58,928
|
|
|
33,484
|
|
||
Add: Special items before interest and taxes:
|
|
|
|
|
||||
Loss on redemption of debt (see note 4)
(1)
|
|
2,518
|
|
|
31,075
|
|
||
Pension Settlement (see note 7)
|
|
715
|
|
|
—
|
|
||
Abandoned property (see note 15)
|
|
1,781
|
|
|
—
|
|
||
Restructuring charges (see note 5)
(2)
|
|
5,928
|
|
|
—
|
|
||
Less: Accelerated depreciation expense included in special items and also in depreciation and amortization above
|
|
(1,699
|
)
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
68,171
|
|
|
$
|
64,559
|
|
(1)
|
Loss on redemption of debt for the six months ended June 2013 includes the write-off of unamortized finance fees and call premium payments on the $45.0 million Senior Secured Notes redeemed in May 2013. Loss on redemption of debt for the six months ended June 2012 includes the write-off of unamortized finance fees and discounts and call premium payments on the ABL Facility and $360.0 million former Senior Secured Notes redeemed in May and June 2012,
|
(2)
|
Restructuring charges relate to discontinuing production of certain glassware in North America and reducing manufacturing capacity at our Shreveport, Louisiana, manufacturing facility.
|
(dollars in thousands, except percentages and DSO, DIO, DPO and DWC)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Accounts receivable — net
|
|
$
|
91,482
|
|
|
$
|
80,850
|
|
DSO
(1)
|
|
40.6
|
|
|
35.8
|
|
||
Inventories — net
|
|
$
|
175,911
|
|
|
$
|
157,549
|
|
DIO
(2)
|
|
78.1
|
|
|
69.7
|
|
||
Accounts payable
|
|
$
|
59,309
|
|
|
$
|
65,712
|
|
DPO
(3)
|
|
26.3
|
|
|
29.1
|
|
||
Working capital
(4)
|
|
$
|
208,084
|
|
|
$
|
172,687
|
|
DWC
(5)
|
|
92.4
|
|
|
76.4
|
|
||
Percentage of net sales
|
|
25.3
|
%
|
|
20.9
|
%
|
(1)
|
Days sales outstanding (DSO) measures the number of days it takes to turn receivables into cash.
|
(2)
|
Days inventory outstanding (DIO) measures the number of days it takes to turn inventory into cash.
|
(3)
|
Days payable outstanding (DPO) measures the number of days it takes to pay the balances of our accounts payable.
|
(4)
|
Working capital is defined as net accounts receivable plus net inventories less accounts payable. See below for further discussion as to the reasons we believe this non-GAAP financial measure is useful.
|
(5)
|
Days working capital (DWC) measures the number of days it takes to turn our working capital into cash.
|
(dollars in thousands)
|
Interest Rate
|
|
Maturity Date
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Borrowings under ABL Facility
|
floating
|
|
May 18, 2017
|
|
$
|
9,800
|
|
|
$
|
—
|
|
Senior Secured Notes
|
6.875%
|
(1)
|
May 15, 2020
|
|
405,000
|
|
|
450,000
|
|
||
Promissory Note
|
6.00%
|
|
July, 2013 to September, 2016
|
|
793
|
|
|
903
|
|
||
RMB Loan Contract
|
floating
|
|
January, 2014
|
|
9,720
|
|
|
9,522
|
|
||
BES Euro Line
|
floating
|
|
December, 2013
|
|
4,294
|
|
|
4,362
|
|
||
AICEP Loan
|
0.00%
|
|
January, 2016 to July 30, 2018
|
|
1,243
|
|
|
1,272
|
|
||
Total borrowings
|
|
|
|
|
430,850
|
|
|
466,059
|
|
||
Plus — carrying value adjustment on debt related to the Interest Rate Agreement
(1)
|
|
(1,102
|
)
|
|
408
|
|
|||||
Total borrowings — net
(2)
|
|
|
|
|
$
|
429,748
|
|
|
$
|
466,467
|
|
(1)
|
See “Derivatives” below and notes 4 and 9 to the Condensed Consolidated Financial Statements.
|
(2)
|
The total borrowings
—
net includes long-term debt due within one year and long-term debt as stated in our Condensed Consolidated Balance Sheets.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(dollars in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
9,385
|
|
|
$
|
(52,421
|
)
|
|
$
|
(3,295
|
)
|
|
$
|
(71,519
|
)
|
Capital expenditures
|
(10,889
|
)
|
|
(5,386
|
)
|
|
(19,771
|
)
|
|
(11,832
|
)
|
||||
Proceeds from asset sales and other
|
4
|
|
|
239
|
|
|
8
|
|
|
419
|
|
||||
Free Cash Flow
(1)
|
$
|
(1,500
|
)
|
|
$
|
(57,568
|
)
|
|
$
|
(23,058
|
)
|
|
$
|
(82,932
|
)
|
(1)
|
We define Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures plus proceeds from asset sales and other. The most directly comparable U.S. GAAP financial measure is net cash provided by (used in) operating activities.
|
Item 3.
|
Qualitative and Quantitative Disclosures about Market Risk
|
•
|
A change of 1.0 percent in the discount rate would change our total annual pension and nonpension postretirement expense by approximately $4.5 million.
|
•
|
A change of 1.0 percent in the expected long-term rate of return on plan assets would change annual pension expense by approximately $3.4 million.
|
Item 4.
|
Controls and Procedures
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(1)
|
||||
April 1 to April 30, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
May 1 to May 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
June 1 to June 30, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
(1)
|
We announced on December 10, 2002, that our Board of Directors authorized the purchase of up to 2,500,000 shares of our common stock in the open market and negotiated purchases. There is no expiration date for this plan. In 2003, 1,500,000 shares of our common stock were purchased for $38.9 million. No additional shares were purchased from
|
•
|
Pursuant to Article II, Sections 9, 10 and 11, we have established new advance notice deadlines and other procedures and information requirements for our stockholders to nominate directors or to propose other business to be conducted at our annual meeting of shareholders so that we can ensure:
|
◦
|
the orderly operations of meetings and conduct of corporate business; and
|
◦
|
that we and our stockholders have adequate time and information to evaluate and respond to stockholder proposals.
|
•
|
Pursuant to Article II, Section 11, we have also clarified that members of our board of directors may serve on the boards of directors of no more than three (3) other public companies and that members of the audit committee of the board of directors must serve on the audit committees of no more than two (2) other public companies.
|
•
|
Pursuant to Article III, Section 13, we have clarified that the chairman of our board of directors serves in a non-executive role by virtue of being chairman and is not otherwise an executive or officer of the Company unless the chairman is also our chief executive officer.
|
•
|
Pursuant to the new Section 8 to Article VI, we have specified that the Court of Chancery of the State of Delaware (or the federal district court for the District of Delaware or other Delaware State courts if the Court of Chancery does not have jurisdiction) shall be the sole and exclusive forum for proceedings which, among other things, are brought on behalf of the Company, claim breaches of fiduciary duties, arise under the Company's governing documents or the Delaware General Corporations Law, challenge the validity of the Company's governing documents or are governed by the internal affairs doctrine.
|
Item 6.
|
Exhibits
|
EXHIBIT INDEX
|
||
S-K Item
601 No.
|
|
Document
|
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.
|
|
|
|
3.3
|
|
Certificate of Incorporation of Libbey Glass Inc. (filed as Exhibit 3.3 to Libbey Glass Inc.’s Form S-4 (Reg No. 333-139358) filed December 14, 2006, and incorporated herein by reference).
|
|
|
|
3.4
|
|
Amended and Restated By-Laws of Libbey Glass Inc. (filed as Exhibit 3.4 to Libbey Glass Inc.’s Form S-4 (Reg No. 333-139358) filed December 14, 2006, and incorporated herein by reference).
|
|
|
|
4.1
|
|
Amended and Restated Registration Rights Agreement, dated October 29, 2009, among Libbey Inc. and Merrill Lynch PCG, Inc. (filed as Exhibit 4.4 to Registrant’s Form 8-K filed October 29, 2009 and incorporated herein by reference).
|
|
|
|
4.2
|
|
Amended and Restated Credit Agreement, dated February 8, 2010, among Libbey Glass Inc. and Libbey Europe B.V., as borrowers, Libbey Inc., as a loan guarantor, the other loan parties party thereto as guarantors, JPMorgan Chase Bank, N.A., as administrative agent with respect to the U.S. loans, J.P. Morgan Europe Limited, as administrative agent with respect to the Netherlands loans, Bank of America, N.A. and Barclays Capital, as Co-Syndication Agents, Wells Fargo Capital Finance, LLC, as Documentation Agent and the other lenders and agents party thereto (filed as Exhibit 4.1 to Libbey Inc.’s Current Report on Form 8-K filed on February 12, 2010 and incorporated herein by reference).
|
|
|
|
4.3
|
|
Amendment No. 1 to Amended and Restated Credit Agreement dated as of January 14, 2011 among Libbey Glass Inc. and Libbey Europe B.V. as borrowers, the other loan parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders with respect to the U.S. loans, and J.P. Morgan Europe Limited, as Administrative Agent for the Lenders with respect to the Netherlands loans (filed as Exhibit 4.6 to Libbey Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
|
|
|
|
4.4
|
|
Amendment No. 2 to the Amended and Restated Credit Agreement dated as of April 29, 2011 (filed as Exhibit 10.1 to Libbey Inc.’s Current Report on Form 8-K filed on May 3, 2011 and incorporated herein by reference).
|
|
|
|
4.5
|
|
Amendment No. 3 to Amended and Restated Credit Agreement dated as of September 14, 2011 among Libbey Glass Inc. and Libbey Europe B.V., as borrowers, the other loan parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders with respect to the U.S. loans, and J.P. Morgan Europe Limited, as Administrative Agent for the Lenders with respect to the Netherlands loans (filed as Exhibit 4.8 to Libbey Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
|
|
|
|
4.6
|
|
Amendment No. 4 to Amended and Restated Credit Agreement dated as of May 18, 2012 among Libbey Glass Inc. and Libbey Europe B.V., as borrowers, the other loan parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders with respect to the U.S. loans, and J.P. Morgan Europe Limited, as Administrative Agent for the Lenders with respect to the Netherlands loans (filed as Exhibit 4.1 to Libbey Inc.'s Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
|
|
|
4.7
|
|
Indenture, dated May 18, 2012, among Libbey Glass Inc., Libbey Inc., the domestic subsidiaries of Libbey Glass Inc. listed as guarantors therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (filed as Exhibit 4.2 to Libbey Inc.’s Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
|
|
|
4.8
|
|
Registration Rights Agreement, dated May 18, 2012, among Libbey Glass Inc., Libbey Inc., and the domestic subsidiaries of Libbey Glass Inc. listed as guarantors (filed as Exhibit 4.4 to Libbey Inc.’s Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
|
|
|
4.9
|
|
Intercreditor Agreement, dated May 18, 2012, among Libbey Glass Inc., Libbey Inc., and the domestic subsidiaries of Libbey Glass Inc. listed as guarantors (filed as Exhibit 4.5 to Libbey Inc.’s Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
|
|
|
10.1
|
|
Pension and Savings Plan Agreement dated as of June 17, 1993 between Owens-Illinois, Inc. and Libbey Inc. (filed as Exhibit 10.4 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 and incorporated herein by reference).
|
|
|
|
10.2
|
|
Cross-Indemnity Agreement dated as of June 24, 1993 between Owens-Illinois, Inc. and Libbey Inc. (filed as Exhibit 10.5 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 and incorporated herein by reference).
|
|
|
|
S-K Item
601 No.
|
|
Document
|
10.3
|
|
Libbey Inc. Guarantee dated as of October 10, 1995 in favor of The Pfaltzgraff Co., The Pfaltzgraff Outlet Co. and Syracuse China Company of Canada Ltd. guaranteeing certain obligations of LG Acquisition Corp. and Libbey Canada Inc. under the Asset Purchase Agreement for the Acquisition of Syracuse China (Exhibit 2.0) in the event certain contingencies occur (filed as Exhibit 10.17 to Libbey Inc.’s Current Report on Form 8-K dated October 10, 1995 and incorporated herein by reference).
|
|
|
|
10.4
|
|
Susquehanna Pfaltzgraff Co. Guarantee dated as of October 10, 1995 in favor of LG Acquisition Corp. and Libbey Canada Inc. guaranteeing certain obligations of The Pfaltzgraff Co., The Pfaltzgraff Outlet Co. and Syracuse China Company of Canada, Ltd. under the Asset Purchase Agreement for the Acquisition of Syracuse China (Exhibit 2.0) in the event certain contingencies occur (filed as Exhibit 10.18 to Libbey Inc.’s Current Report on Form 8-K dated October 10, 1995 and incorporated herein by reference).
|
|
|
|
10.5
|
|
First Amended and Restated Libbey Inc. Executive Savings Plan (filed as Exhibit 10.23 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference).
|
|
|
|
10.6
|
|
Form of Non-Qualified Stock Option Agreement between Libbey Inc. and certain key employees participating in The 1999 Equity Participation Plan of Libbey Inc. (filed as Exhibit 10.69 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference).
|
|
|
|
10.7
|
|
The 1999 Equity Participation Plan of Libbey Inc. (filed as Exhibit 10.67 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
|
|
|
|
10.8
|
|
RMB Loan Contract between Libbey Glassware (China) Company Limited and China Construction Bank Corporation Langfang Economic Development Area Sub-branch entered into January 23, 2006 (filed as exhibit 10.75 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
|
|
|
|
10.9
|
|
Guarantee Contract executed by Libbey Inc. for the benefit of China Construction Bank Corporation Langfang Economic Development Area Sub-branch (filed as exhibit 10.76 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
|
|
|
|
10.1
|
|
Guaranty, dated May 31, 2006, executed by Libbey Inc. in favor of Fondo Stiva S.A. de C.V. (filed as exhibit 10.2 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and incorporated herein by reference).
|
|
|
|
10.11
|
|
Guaranty Agreement, dated June 16, 2006, executed by Libbey Inc. in favor of Vitro, S.A. de C.V. (filed as exhibit 10.3 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and incorporated herein by reference).
|
|
|
|
10.12
|
|
Libbey Inc. Amended and Restated Deferred Compensation Plan for Outside Directors (incorporated by reference to Exhibit 10.61 to Libbey Glass Inc.’s Registration Statement on Form S-4; File No. 333-139358).
|
|
|
|
10.13
|
|
2009 Director Deferred Compensation Plan (filed as Exhibit 10.51 to Libbey Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
|
|
|
|
10.14
|
|
Executive Deferred Compensation Plan (filed as Exhibit 10.52 to Libbey Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
|
|
|
|
10.15
|
|
Form of Amended and Restated Indemnity Agreement dated as of December 31, 2008 between Libbey Inc. and the respective officers identified on Appendix 1 thereto (filed as exhibit 10.36 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.16
|
|
Form of Amended and Restated Indemnity Agreement dated as of December 31, 2008 between Libbey Inc. and the respective outside directors identified on Appendix 1 thereto (filed as exhibit 10.37 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.17
|
|
Amended and Restated Libbey Inc. Supplemental Retirement Benefit Plan effective December 31, 2008 (filed as exhibit 10.38 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.18
|
|
Amendment to the First Amended and Restated Libbey Inc. Executive Savings Plan effective December 31, 2008 (filed as exhibit 10.39 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
S-K Item
601 No.
|
|
|
|
Document
|
|
10.19
|
|
Amended and Restated 2006 Omnibus Incentive Plan of Libbey Inc. (filed as Exhibit 10.29 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by reference).
|
|
|
|
10.20
|
|
Employment Agreement dated as of June 22, 2011 between Libbey Inc. and Stephanie A. Streeter (filed as Exhibit 10.30 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 and incorporated herein by reference).
|
|
|
|
10.21
|
|
Form of Employment Agreement dated as of October 31, 2011 (filed as Exhibit 10.1 to Libbey Inc.’s Current Report on Form 8-K filed on November 3, 2011 and incorporated herein by reference) (as to each of Kenneth A. Boerger, Daniel P. Ibele, Timothy T. Paige and Roberto B Rubio).
|
|
|
|
10.22
|
|
Form of Employment Agreement dated as of October 31, 2011 (filed as Exhibit 10.2 to Libbey Inc.’s Current Report on Form 8-K filed on November 3, 2011 and incorporated herein by reference) (as to each of Richard I. Reynolds and Susan A. Kovach).
|
|
|
|
10.23
|
|
Form of Indemnity Agreement dated as of February 7, 2012 between Libbey Inc. and Stephanie A. Streeter (filed as Exhibit 10.25 to Libbey Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
|
|
|
|
10.24
|
|
Form of Change in Control Agreement dated as of August 1, 2012 (filed as Exhibit 10.1 to Libbey Inc.’s Current Report on Form 8-K filed on July 19, 2012 and incorporated herein by reference) (as to Sherry Buck).
|
|
|
|
10.25
|
|
Executive Severance Compensation Policy dated as of August 1, 2012 (filed as Exhibit 10.2 to Libbey Inc.’s Current Report on Form 8-K filed on July 19, 2012 and incorporated herein by reference).
|
|
|
|
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).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
Libbey Inc.
|
|
|
|
|
|
|
|
Date:
|
August 9, 2013
|
by:
|
/s/ Sherry L. Buck
|
|
|
|
|
Sherry L. Buck
|
|
|
|
|
Vice President, Chief Financial Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Libbey Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 9, 2013
|
By:
|
/s/ Stephanie A. Streeter
|
|
|
|
Stephanie A. Streeter
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Libbey Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 9, 2013
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By:
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/s/ Sherry L. Buck
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Sherry L. Buck
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Vice President, Chief Financial Officer
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Date:
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August 9, 2013
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By:
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/s/ Stephanie A. Streeter
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Stephanie A. Streeter
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Chief Executive Officer
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Date:
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August 9, 2013
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By:
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/s/ Sherry L. Buck
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Sherry L. Buck
|
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|
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Vice President, Chief Financial Officer
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