8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2010

LIBBEY INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12084	34-1559357
(State of incorporation)	(Commission File Number)	(IRS Employer identification No.)

300 Madison Avenue
Toledo, Ohio	43604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 325-2100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 2.02 Results of Operations and Financial Condition

The information in this Item is furnished to, but not filed with, the Securities and Exchange Commission solely under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.”

On April 29, 2010 Libbey Inc. issued a press release announcing financial results for the first quarter ended March 31, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

d) Exhibits 99.1 Press release dated April 29, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIBBEY INC.
	Registrant
Date: April 29, 2010	By:	/s/ Gregory T. Geswein
		Gregory T. Geswein
		Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Text of press release dated April 29, 2010

EX-99.1

Exhibit 99.1

Libbey Inc.
300 Madison Ave
P.O. Box 10060
Toledo, OH 43699

N E W S R E L E A S E

AT THE COMPANY:
Kenneth Boerger
VP/Treasurer
(419) 325-2279 Greg Geswein
VP/Chief Financial Officer
(419) 325-2451

FOR IMMEDIATE RELEASE
THURSDAY, APRIL 29, 2010

LIBBEY INC. ANNOUNCES FIRST QUARTER 2010 RESULTS

• First Quarter Net Sales of $173.9 Million, an Increase of 10.2 Percent Compared to $157.9 Million in the Prior-Year Quarter.

• Libbey Mexico Sales Increase 32.2 Percent.

• International Sales Increase 25.7 Percent.

• Sales to U.S. and Canadian Retail Customers Increase 12.8 Percent.

• Total Debt Decreases $63.2 Million From Year-End 2009.

• Income From Operations $10.8 Million in the First Quarter of 2010 Compared to Loss from Operations of $12.1 Million in the Prior-Year Quarter.

• Adjusted EBITDA $20.8 Million in the First Quarter of 2010 Compared to $3.9 Million in the First Quarter of 2009.

TOLEDO, OHIO, APRIL 29, 2010—Libbey Inc. (NYSE Amex: LBY) announced today that sales for the first quarter of 2010 were $173.9 million, compared to $157.9 million in the first quarter of 2009, an improvement of 10.2 percent. Libbey reported net income of $55.4 million, or $2.76 per diluted share, for the first quarter ended March 31, 2010, compared to a net loss of $27.9 million, or $1.89 per diluted share, in the prior-year quarter. Excluding special items of $56.4 million, Libbey had a net loss of $1.0 million (see Table 1) and diluted loss per share of $0.05 for the first quarter of 2010. The special items in the first quarter of 2010 included a gain of $70.2 million, which represented the difference between the carrying value and the face value of the Payment in Kind (PIK) notes which were redeemed in February 2010. This gain was partially offset by the write-off of $13.4 million of unamortized fees and discounts on the refinanced floating rate senior notes and ABL credit facility and call premium payments.

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First Quarter Results

For the quarter-ended March 31, 2010, sales were $173.9 million, compared to $157.9 million in the year-ago quarter. Sales in the North American Glass segment were $120.6 million, an increase of 10.9 percent, compared to $108.7 million in the first quarter of 2009 (see Table 4). Primary contributors to the increased sales included a 32.2 percent increase in sales of Crisa products and a 12.8 percent increase in sales to U.S. and Canadian retail customers, compared to the prior-year quarter. Sales to U.S. and Canadian foodservice glassware customers decreased approximately 4.5 percent, partially attributable to the impact of severe winter weather in January and February. North American Other sales were $19.6 million, compared to $21.4 million in the prior-year quarter, as shipments of Syracuse China products were off 33.4 percent, primarily due to the closure of the Syracuse China facility in April 2009 and the decision to reduce the Syracuse China product offering. Sales of Traex products were lower by 5.6 percent versus the prior year. Sales to World Tableware customers increased 8.1 percent during the quarter. International segment sales increased 25.7 percent to $36.3 million, compared to $28.9 million in the year-ago quarter. The increase in International sales was led by a 56.2 percent increase in sales at Libbey China, a 23.4 percent increase in sales to Royal Leerdam customers and a 16.1 percent sales growth at Crisal in Portugal.

The Company reported income from operations of $10.8 million during the quarter, compared to a loss from operations of $12.1 million in the year-ago quarter. Income from operations, excluding special items (see Table 1), was $11.1 million in the first quarter of 2010, compared to a loss from operations of $7.3 million during the first quarter of 2009. Factors contributing to the income from operations improvement (both including and excluding special items) were higher sales and higher capacity utilization, partially offset by higher selling, general and administrative expenses.

Libbey reported earnings before interest and taxes (EBIT) of $66.9 million, compared to a loss before interest and taxes of $12.1 million in the year-ago quarter. The improved EBIT was a result of the gain on the extinguishment of debt and the increase in income from operations discussed above. EBIT, excluding special items (see Table 1), was $10.4 million in the first quarter of 2010, compared to a loss before interest and taxes of $7.1 million during the first quarter 2009. Adjusted EBIT (see Table 4) was $8.0 million for North American Glass, compared to a loss of $6.1 million in the year-ago quarter. North American Other reported adjusted EBIT for the first quarter of 2010 was $3.5 million, compared to $1.3 million in the year-ago quarter. The International segment reported an adjusted loss before interest and taxes of $1.1 million, compared to an adjusted loss before interest and taxes of $2.3 million in the first quarter of 2009.

Libbey reported that Adjusted EBITDA (see Table 2) was $20.8 million for the first quarter, compared to $3.9 million in the first quarter of 2009.

Interest expense decreased by $7.6 million to $9.6 million, compared to $17.2 million in the year-ago period, as a result of lower variable interest rates, lower debt levels and the impact of the debt refinancing completed in February 2010.

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Libbey reported net income of $55.4 million, or $2.76 per diluted share, for the first quarter ended March 31, 2010, compared to a net loss of $27.9 million, or $1.89 per diluted share, in the prior year quarter. Excluding special items of $56.4 million, Libbey had a net loss of $1.0 million (see Table 1) and diluted loss per share of $0.05 for the first quarter of 2010. The special items in the first quarter of 2010 included a gain of $70.2 million, representing the difference between the carrying value and the face value of the Payment in Kind (PIK) notes which were redeemed in February 2010. This gain was partially offset by the write-off of $13.4 million of unamortized fees and discounts on the floating rate senior notes and the ABL credit facility and call premium payments.

Working Capital and Liquidity

As of March 31, 2010, working capital, defined as inventories and accounts receivable less accounts payable, was $187.0 million, compared to $167.6 million at December 31, 2009, and $193.1 million at March 31, 2009. Working capital as a percentage of net sales was 24.5 percent at March 31, 2010, compared to 24.7 percent at March 31, 2009.

Adjusted free cash flow, as detailed in the attached Table 3, was a use of $20.9 million in the first quarter of 2010, after adjusting for the payment of interest on the PIK notes, compared to a source of $9.5 million in the first quarter of 2009. The primary contributors were increases in inventories and receivables and decreases in accounts payable and payment of incentive compensation during the first quarter of 2010.

Libbey reported that it had available capacity of $51.2 million under its Asset Backed Loan (ABL) credit facility as of March 31, 2010, with no loans currently outstanding. The Company also had cash on hand of $18.0 million at March 31, 2010.

Solid Improvement in North American Glass and International Segments

John F. Meier, chairman and chief executive officer said, “We were pleased with the double-digit sales improvements we saw in both the North American Glass and International segments in the first quarter. We were also pleased that the higher sales and capacity utilization resulted in a $16.9 million improvement in Adjusted EBITDA, when compared to the prior year first quarter.”

Webcast Information

Libbey will hold a conference call for investors on Thursday, April 29, 2010, at 11 a.m. Eastern Daylight Time. The conference call will be simulcast live on the Internet and is accessible from the Investor Relations section of www.libbey.com. To listen to the call, please go to the website at least 10 minutes early to register, download and install any necessary software. A replay will be available for 30 days after the conclusion of the call.

This press release includes forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements only reflect the Company’s best assessment at this time and are indicated by words or phrases such as “goal,” “expects,” “ believes,” “will,”

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“estimates,” “anticipates,” or similar phrases. Investors are cautioned that forward-looking statements involve risks and uncertainty and that actual results may differ materially from these statements. These forward-looking statements may be affected by the risks and uncertainties in the Company’s business. This information is qualified in its entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission filings, including the Company’s report on Form 10-K filed with the Commission on March 15, 2010. Important factors potentially affecting performance include but are not limited to increased competition from foreign suppliers from such statements, and that investors should not place undue reliance on such endeavoring to sell glass tableware in the United States and Mexico; the impact of lower duties for imported products; global economic conditions and the related impact on consumer spending levels; major slowdowns in the retail, travel or entertainment industries in the United States, Canada, Mexico, Western Europe and Asia, caused by terrorist attacks or otherwise; significant increases in per-unit costs for natural gas, electricity, corrugated packaging, and other purchased materials; higher indebtedness related to the Crisa acquisition; higher interest rates that increase the Company’s borrowing costs or volatility in the financial markets that could constrain liquidity and credit availability; protracted work stoppages related to collective bargaining agreements; increases in expense associated with higher medical costs, increased pension expense associated with lower returns on pension investments and increased pension obligations; devaluations and other major currency fluctuations relative to the U.S. dollar and the Euro that could reduce the cost competitiveness of the Company’s products compared to foreign competition; the effect of high inflation in Mexico and exchange rate changes to the value of the Mexican peso and the earnings and cash flow of Crisa, expressed under U.S. GAAP; the inability to achieve savings and profit improvements at targeted levels in the Company’s operations or within the intended time periods; and whether the Company completes any significant acquisition and whether such acquisitions can operate profitably. Any forward-looking statements speak only as of the date of this press release, and the Company assumes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this press release.

Libbey Inc.:

• is the largest manufacturer of glass tableware in the western hemisphere and one of the largest glass tableware manufacturers in the world;

• is expanding its international presence with facilities in China, Mexico, the Netherlands and Portugal;

• is the leading manufacturer of tabletop products for the U.S. foodservice industry; and

• supplies products to foodservice, retail, industrial and business-to-business customers in over 100 countries.

Based in Toledo, Ohio, since 1888, Libbey operates glass tableware manufacturing plants in the United States in Louisiana and Ohio, as well as in Mexico, China, Portugal and the Netherlands. Its Crisa subsidiary, located in Monterrey, Mexico, is the leading producer of glass tableware in Mexico and Latin America. Its Royal Leerdam subsidiary, located in Leerdam, Netherlands, is among the world leaders in producing and selling glass

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stemware to retail, foodservice and industrial clients. Its Crisal subsidiary, located in Portugal, provides an expanded presence in Europe. Its Syracuse China subsidiary designs and distributes an extensive line of high-quality ceramic dinnerware, principally for foodservice establishments in the United States. Its World Tableware subsidiary imports and sells a full-line of metal flatware and holloware and an assortment of ceramic dinnerware and other tabletop items principally for foodservice establishments in the United States. Its Traex subsidiary, located in Wisconsin, designs, manufactures and distributes an extensive line of plastic items for the foodservice industry. In 2009, Libbey Inc.’s net sales totaled $748.6 million.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per-share amounts)
(unaudited)

	Three Months Ended March 31,
	2010			2009
Net sales	$	173,904		$	157,853
Freight billed to customers		434			345
Total revenues		174,338			158,198
Cost of sales (1)		140,461			147,482
Gross profit		33,877			10,716
Selling, general and administrative expenses (1)		22,824			22,374
Special charges (1)		232			396
Income (loss) from operations		10,821			(12,054	)
Gain on redemption of debt (1)		56,792			—
Other expense(1)		(763	)		(37	)
Earnings (loss) before interest and income taxes		66,850			(12,091	)
Interest expense		9,620			17,179
Income (loss) before income taxes		57,230			(29,270	)
Provision for (benefit from) income taxes		1,820			(1,377	)
Net income (loss)	$	55,410		$	(27,893	)
Net income (loss) per share:
Basic	$	3.44		$	(1.89	)
Diluted	$	2.76		$	(1.89	)
Weighted average shares:
Outstanding		16,124			14,741
Diluted		20,085			14,741

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

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	March 31, 2010			December 31, 2009
	(unaudited)
ASSETS
Cash & cash equivalents	$	18,027		$	55,089
Accounts receivable — net		87,506			82,424
Inventories — net		152,503			144,015
Other current assets		17,733			11,783
Total current assets		275,769			293,311
Pension asset		9,558			9,454
Goodwill and purchased intangibles — net		192,526			193,181
Property, plant and equipment — net		279,374			290,013
Other assets		19,697			8,854
Total assets	$	776,924		$	794,813
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Notes payable	$	1,409		$	672
Accounts payable		53,010			58,838
Accrued liabilities		66,331			69,763
Pension liability (current portion)		2,038			1,984
Nonpension postretirement benefits (current portion)		4,363			4,363
Other current liabilities		10,750			7,921
Long-term debt due within one year		9,843			9,843
Total current liabilities		147,744			153,384
Long-term debt		440,759			504,724
Pension liability		121,382			119,727
Nonpension postretirement benefits		65,408			64,780
Other liabilities		19,919			19,105
Total liabilities		795,212			861,720
Common stock, treasury stock, capital in excess of par value and warrants		255,446			254,161
Accumulated deficit		(150,916	)		(205,344	)
Accumulated other comprehensive loss		(122,818	)		(115,724	)
Total shareholders’ deficit		(18,288	)		(66,907	)
Total liabilities and shareholders’ deficit	$	776,924		$	794,813

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Dollars in thousands)
(unaudited)

	Three Months Ended March 31,
	2010			2009
Operating activities:
Net income (loss)	$	55,410		$	(27,893	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		10,386			11,728
Loss on asset sales		80			9
Change in accounts receivable		(6,516	)		410
Change in inventories		(10,904	)		11,284
Change in accounts payable		(4,241	)		(2,043	)
Restructuring charges		(431	)		1,550
Gain on redemption of PIK Notes		(70,193	)		—
Payment of interest on PIK Notes		(29,400	)		—
Call premium on floating rate notes		8,415			—
Write-off of bank fees & discounts on old ABL and senior notes		4,986			—
Pension & nonpension postretirement		3,005			2,971
Accrued interest and amortization of discounts, warrants and finance fees		5,206			14,680
Accrued liabilities & prepaid expenses		(9,468	)		2,680
Income taxes		(3,644	)		(1,963	)
Other operating activities		1,144			971
Net cash (used in) provided by operating activities		(46,165	)		14,384
Investing activities:
Additions to property, plant and equipment		(4,148	)		(4,940	)
Call premium on floating rate notes		(8,415	)		—
Proceeds from asset sales and other		—			67
Net cash used in investing activities		(12,563	)		(4,873	)
Financing activities:
Net (repayments) borrowings on ABL credit facility		—			(5,886	)
Other repayments		(45	)		(117	)
Other borrowings		801			—
Senior note payments		(306,000	)		—
PIK Note payment		(51,031	)		—
Proceeds from Senior Secured Notes		392,328			—
Debt issuance costs		(14,033	)		—
Net cash provided by (used in) financing activities		22,020			(6,003	)
Effect of exchange rate fluctuations on cash		(354	)		(349	)
(Decrease) Increase in cash		(37,062	)		3,159
Cash at beginning of period		55,089			13,304
Cash at end of period	$	18,027		$	16,463

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

Table 1

Reconciliation of “As Reported” results to “As Adjusted” results — Quarter
(Dollars in thousands, except per-share amounts)
(unaudited)

	Three Months Ended March 31,
	2010									2009
	As Reported			Special Items			As Adjusted			As Reported			Special Items			As Adjusted
Net sales	$	173,904		$	—		$	173,904		$	157,853		$	—		$	157,853
Freight billed to customers		434			—			434			345			—			345
Total revenues		174,338			—			174,338			158,198			—			158,198
Cost of sales		140,461			—			140,461			147,482			1,823			145,659
Gross profit		33,877			—			33,877			10,716			(1,823	)		12,539
Selling, general and administrative expenses		22,824			—			22,824			22,374			2,500			19,874
Special charges		232			232			—			396			396			—
Income (loss) from operations		10,821			(232	)		11,053			(12,054	)		(4,719	)		(7,335	)
Gain on redemption of debt		56,792			56,792			—			—			—			—
Other (expense) income		(763	)		(130	)		(633	)		(37	)		(229	)		192
Earnings (loss) before interest and income taxes		66,850			56,430			10,420			(12,091	)		(4,948	)		(7,143	)
Interest expense		9,620			—			9,620			17,179			—			17,179
Income (loss) before income taxes		57,230			56,430			800			(29,270	)		(4,948	)		(24,322	)
Provision for (benefit from) income taxes		1,820			—			1,820			(1,377	)		—			(1,377	)
Net income (loss)	$	55,410		$	56,430		$	(1,020	)	$	(27,893	)	$	(4,948	)	$	(22,945	)
Net income (loss) per share:
Basic	$	3.44		$	3.50		$	(0.06	)	$	(1.89	)	$	(0.34	)	$	(1.56	)
Diluted	$	2.76		$	2.81		$	(0.05	)	$	(1.89	)	$	(0.34	)	$	(1.56	)
Weighted average shares:
Outstanding		16,124									14,741
Diluted		20,085									14,741

	Three Months Ended March 31, 2010										Three Months Ended March 31, 2009
	Gain on							Total			Pension				Total
	PIK			Restructuring		Finance		Special			Settlement		Restructuring		Special
Special Items Detail-(income) expense:	Notes (1)			Charges (2)		Fees (3)		Items			Charge (4)		Charges (2)		Items
Cost of sales	$	—		$	—	$	—	$	—		$	—	$	1,823	$	1,823
SG&A		—			—		—		—			2,500		—		2,500
Special charges		—			232		—		232			—		396		396
Gain on redemption of debt		(70,193	)		—		13,401		(56,792	)		—		—		—
Other expense		—			130		—		130			—		229		229
Total Special Items	$	(70,193	)	$	362	$	13,401	$	(56,430	)	$	2,500	$	2,448	$	4,948

(1)	Gain on PIK Notes is the difference between the carrying value and the face value of the PIK Notes when we redeemed them in February 2010.
(2)	Restructuring charges are related to the closure of our Syracuse, New York, manufacturing facility and our Mira Loma, California, distribution center.
(3)	Finance fees include the write-off of unamortized finance fees and discounts on the floating rate senior notes, unamortized finance fees on the refinanced credit facility and call premium payments.
(4)	The pension settlement charges were triggered by excess lump sum distributions taken by employees, which required us to record unrecognized gains and losses in our pension plan accounts.

Table 2
Reconciliation of Net Loss to Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) and Adjusted EBITDA
(Dollars in thousands)

	Three Months Ended March 31,
	2010			2009
Reported net income (loss)	$	55,410		$	(27,893	)
Add:
Interest expense		9,620			17,179
Provision for (benefit from) income taxes		1,820			(1,377	)
Depreciation and amortization		10,386			11,728
EBITDA		77,236			(363	)
Add: Special Items before interest and taxes		(56,430	)		4,948
Less: Depreciation expense included in Special Items and also in Depreciation and Amortization above		—			(705	)
Adjusted EBITDA	$	20,806		$	3,880

Table 3

Reconciliation of Net Cash (used in) provided by Operating Activities to Free
Cash Flow and Adjusted Free Cash Flow
(Dollars in thousands)

	Three Months Ended March 31,
	2010			2009
Net cash (used in) provided by operating activities	$	(46,165	)	$	14,384
Capital expenditures		(4,148	)		(4,940	)
Proceeds from asset sales and other		—			67
Free Cash Flow		(50,313	)		9,511
Payment of interest on PIK Notes		29,400			—
Adjusted Free Cash Flow	$	(20,913	)	$	9,511

Table 4
Summary Business Segment information
(Dollars in thousands)

	Three months ended March 31,
	2010			2009
Net Sales:
North American Glass	$	120,567		$	108,743
North American Other		19,562			21,377
International		36,266			28,851
Eliminations		(2,491	)		(1,118	)
Consolidated Net Sales	$	173,904		$	157,853
Adjusted Earnings before Interest & Taxes (EBIT):
North American Glass	$	8,027		$	(6,123	)
North American Other		3,511			1,326
International		(1,118	)		(2,346	)
Consolidated Adjusted EBIT	$	10,420		$	(7,143	)
Adjusted Depreciation & Amortization: (1)
North American Glass	$	6,113		$	6,447
North American Other		194			638
International		4,079			3,938
Consolidated Adjusted Depreciation & Amortization	$	10,386		$	11,023

⁽¹⁾ Adjusted Depreciation & Amortization for 2009 excludes $705 of depreciation expense that is included in Special Items below.

Special Items:
North American Glass	$	(56,763	)	$	2,502
North American Other		333			2,446
International		—			—
Consolidated Special Items	$	(56,430	)	$	4,948
Reconciliation of Adjusted EBIT to Net Loss:
Segment Adjusted EBIT	$	10,420		$	(7,143	)
Special Items before interest and taxes		56,430			(4,948	)
Interest Expense		(9,620	)		(17,179	)
Income Taxes		(1,820	)		1,377
Net Income (loss)	$	55,410		$	(27,893	)

Note:
North American Glass—includes sales of glass tableware from subsidiaries throughout the United States, Canada and Mexico.

North American Other—includes sales of ceramic dinnerware, metal tableware, holloware and serveware and plastic items.

International—includes worldwide sales of glass tableware from subsidiaries outside the United States, Canada and Mexico.