-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCJvKnkJAt9ZqDhGotLVpHB8Lr6tLR/5eCXzqWM8To0bWnF7gOH5c+MrRtfvzlyB WXOnAdoNw7DxpcozUn4LHA== 0000950152-04-003225.txt : 20040427 0000950152-04-003225.hdr.sgml : 20040427 20040427091427 ACCESSION NUMBER: 0000950152-04-003225 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040427 ITEM INFORMATION: FILED AS OF DATE: 20040427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBBEY INC CENTRAL INDEX KEY: 0000902274 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 341559357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12084 FILM NUMBER: 04755673 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE STREET 2: PO BOX 10060 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4193252100 MAIL ADDRESS: STREET 1: PO BOX 10060 CITY: TOLEDO STATE: OH ZIP: 43699-0060 8-K 1 l07177ae8vk.txt LIBBEY INC. 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 27, 2004 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 Page 1 of 2 ITEM 12. 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 12 of Form 8-K, "Results of Operations and Financial Condition." On April 27, 2004, Libbey Inc. issued a press release announcing financial results for the first quarter ended March 31, 2004. 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. 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 here unto duly authorized. LIBBEY INC. Registrant Date: April 27, 2004 By: /s/ Scott M. Sellick ------------------------------- ---------------------------------- Scott M. Sellick Vice President, Chief Financial Officer (Principal Accounting Officer) Page 2 of 2 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99.1 Text of press release dated April 27, 2004 E-1 EX-99.1 2 l07177aexv99w1.txt PRESS RELEASE EXHIBIT 99.1 [Libbey Logo] 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: AT FINANCIAL RELATIONS BOARD: - --------------- ----------------------------- KENNETH BOERGER SUZY LYNDE VP/TREASURER ANALYST INQUIRIES (419) 325-2279 (312) 640-6772 FOR IMMEDIATE RELEASE TUESDAY, APRIL 27, 2004 LIBBEY INC. ANNOUNCES FIRST QUARTER DILUTED EPS OF 4 CENTS, SALES UP 10 PERCENT, INCOME FROM OPERATIONS UP 8.5 PERCENT TOLEDO, OHIO, APRIL 27, 2004--LIBBEY INC. (NYSE: LBY) announced that its diluted earnings per share for the first quarter ended March 31, 2004, were 4 cents on sales of $123.1 million. The Company reported increased sales and higher income from operations, which were offset by a pretax equity loss of $1.4 million at its joint venture in Mexico, Vitrocrisa, and the continuing impact of higher pension expense and higher interest expense. FIRST-QUARTER RESULTS For the quarter-ended March 31, 2004, sales increased 10.0 percent to $123.1 million from $111.9 million in the year-ago quarter. The increase in sales was largely attributable to solid growth in sales to foodservice customers. Shipments of Libbey glassware, Syracuse China dinnerware and World Tableware products to foodservice customers were all at least 10 percent higher than the year-ago period. Sales to retail customers increased approximately 5 percent as compared to the year-ago first quarter, sales of Royal Leerdam brand glassware were also up over 10 percent, while sales to industrial customers were up more than 15 percent. The Company recorded income from operations of $6.0 million during the quarter. This compares with income from operations of $5.5 million in the year-ago quarter. Factors contributing to the 8.5 percent increase were higher sales to foodservice customers, improved mix of sales partially offset by additional costs (mostly non-cash) for pension and postretirement medical benefits of $0.6 million, and higher distribution costs of $1.3 E-1 Libbey Inc. Add 1 million related to the increased sales. Planned furnace and machine rebuilds during the quarter also impacted income from operations. Earnings before interest and income taxes (EBIT) were $4.4 million compared with $5.5 million in the year-ago quarter. Pretax equity loss from Vitrocrisa, the Company's joint venture in Mexico, was $1.4 million on a pretax basis, as compared with a pretax loss of $0.2 million in the first quarter of 2003, as the result of higher natural gas costs, increased repair expenses, and an unfavorable translation loss. For the quarter, Libbey recorded net income of $0.6 million, or 4 cents per diluted share, compared with net income of $2.0 million, or 14 cents per diluted share, in the year-ago period. Interest expense increased $1.0 million as a result of higher average debt during the quarter and higher interest rates compared with the year-ago period. The effective tax rate increased to 34.0 percent for the quarter from 32.8 percent in the year-ago period as the result of lower federal and state income tax credits. WORKING CAPITAL Trade working capital, defined as inventories and accounts receivable less accounts payable, increased as compared with year-end 2003. Total inventories increased $3.2 million during the quarter to $128.9 million, primarily as a result of seasonal demands. OUTLOOK FOR 2004 John F. Meier, chairman and chief executive officer, commenting on the quarter and the company's outlook for 2004 said, "We are pleased that we were able to exceed the first quarter expectations for sales and earnings announced by the Company in February. The solid increase in sales to our foodservice customers, in addition to the ongoing positive contributions made by Royal Leerdam and Traex, allows us to be cautiously optimistic about the balance of 2004. Generally, we expect sales growth to continue in 2004 as economic conditions continue to improve." He added, "For the second quarter of 2004, diluted earnings per share are expected to be in the range of $0.71 to $0.76, compared to $0.59 in the second quarter of 2003. We continue to expect this strong second quarter to be driven by increased sales, higher capacity utilization, and improved mix." WEBCAST INFORMATION Libbey will hold a conference call for investors on Tuesday, April 27, 2004, at 11 a.m. Eastern Daylight Time. The conference call will be simulcast live on the Internet on both www.libbey.com and www.firstcallevents.com/service/ ajwz404152017gf12.html. 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 7 days after the conclusion of the call. The above information includes "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements only reflect the Company's Libbey Inc. Add 2 best assessment at this time and are indicated by words or phrases such as "goal," "expects," " believes," "will," "estimates," "anticipates," or similar phrases. Investors are cautioned that forward-looking statements involve risks and uncertainty, that actual results may differ materially from such statements, and that investors should not place undue reliance on such statements. Important factors potentially affecting performance include but are not limited to: increased competition from foreign suppliers endeavoring to sell glass tableware in the United States and Mexico, including the impact of lower duties for imported products; major slowdowns in the retail, travel or entertainment industries in the United States, Canada, Mexico and Western Europe, caused by terrorist attacks or otherwise; significant increases in per unit costs for natural gas, electricity, corrugated packaging, and other purchased materials; higher interest rates that increase the Company's borrowing costs; 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 the Company's joint venture in Mexico, Vitrocrisa, 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; whether the Company completes any significant acquisition, and whether such acquisitions can operate profitably. Libbey Inc.: - - is a leading producer of glass tableware in North America; - - is a leading producer of tabletop products for the foodservice industry; - - exports to more than 75 countries; and, - - provides technical assistance to glass tableware manufacturers around the world. Based in Toledo, Ohio, the Company operates glass tableware manufacturing plants in the United States in California, Louisiana, and Ohio and in the Netherlands. Its Royal Leerdam subsidiary, located in Leerdam, Netherlands, is among the world leaders in producing and selling glass stemware to retail, foodservice and industrial clients. In addition, Libbey is a joint venture partner in the largest glass tableware company in Mexico. Its Syracuse China subsidiary designs, manufactures 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 2003, Libbey Inc.'s net sales totaled $513.6 million. LIBBEY INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per-share amounts) (unaudited)
THREE MONTHS ENDED Percent March 31, 2004 March 31, 2003 Change ---------------- -------------- ------ Net sales $123,123 $111,903 10.0% Freight billed to customers 491 434 Royalties and net technical assistance 692 750 -------- -------- Total revenues 124,306 113,087 9.9% Cost of sales 101,298 90,779 -------- -------- Gross profit (1) 22,316 21,558 3.5% Selling, general and administrative expenses 16,993 16,766 -------- -------- Income from operations 6,015 5,542 8.5% Equity earnings (loss) -- pretax (1,389) (150) Other (expense) income (193) 126 -------- -------- Earnings before interest and income taxes 4,433 5,518 (19.7%) Interest expense -- net 3,576 2,541 -------- -------- Income before income taxes 857 2,977 (71.2%) Provision for income taxes 292 976 -------- -------- Net income $565 $2,001 (71.8%) ======== ======== Net income per share: Basic $0.04 $0.14 ======== ======== Diluted $0.04 $0.14 (71.4%) ======== ======== Weighted average shares: Outstanding 13,629 14,470 ======== ======== Diluted 13,677 14,599 ======== ========
(1) Gross profit is net sales plus freight billed to customers less cost of sales. LIBBEY INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
March 31, 2004 December 31, 2003 March 31, 2003 -------------- ----------------- -------------- (unaudited) (unaudited) ASSETS Cash $ 1,250 $ 2,750 $ 5,459 Accounts receivable 56,275 57,122 53,413 Inventories 128,865 125,696 116,501 Other current assets 11,424 10,610 12,657 -------- -------- -------- Total current assets 197,814 196,178 188,030 Investments 86,782 87,574 87,924 Other assets 39,929 40,745 39,114 Goodwill 52,977 53,133 60,412 Net property, plant and equipment 173,818 173,486 162,656 -------- -------- -------- Total assets $551,320 $551,116 $538,136 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable $ 7,779 $ 611 $ 2,325 Accounts payable 34,842 40,280 29,328 Accrued liabilities 33,645 33,555 38,898 Other current liabilities 12,074 14,281 13,321 Long-term debt due within one year 115 115 115 -------- -------- -------- Total current liabilities 88,455 88,842 83,987 Long-term debt 229,123 230,207 248,476 Deferred taxes and other liabilities 27,615 27,873 25,821 Pension liability 17,626 17,092 29,388 Nonpension postretirement benefits 47,558 47,245 47,459 -------- -------- -------- Total liabilities 410,377 411,259 435,131 Total shareholders' equity 140,943 139,857 103,005 -------- -------- -------- Total liabilities and shareholders' equity $551,320 $551,116 $538,136 ======== ======== ========
LIBBEY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Dollars in thousands) (unaudited)
THREE MONTHS ENDED March 31, 2004 March 31, 2003 -------------- -------------- OPERATING ACTIVITIES Net income $ 565 $ 2,001 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 7,812 6,907 Other non-cash charges 148 217 Net equity (earnings) loss 931 (8) Net change in components of working capital and other assets/liabilities (9,003) (18,220) --------- --------- Net cash provided by (used in) operating activities 453 (9,103) INVESTING ACTIVITIES Additions to property, plant and equipment (7,966) (4,633) --------- --------- Net cash used in investing activities (7,966) (4,633) FINANCING ACTIVITIES Net bank credit facility activity -- (41,872) Senior notes -- 100,000 Payment of financing fees -- (663) Other net borrowings 7,136 (365) Stock options exercised 240 76 Treasury shares purchased -- (38,248) Dividends (1,362) (1,463) --------- --------- Net cash provided by financing activities 6,014 17,465 Effect of exchange rate fluctuations on cash (1) 47 --------- --------- (Decrease) increase in cash (1,500) 3,776 Cash at beginning of year 2,750 1,683 --------- --------- Cash at end of period $ 1,250 $ 5,459 ========= =========
LIBBEY INC. CONDENSED CONSOLIDATED JOINT VENTURE STATEMENTS OF INCOME (Dollars in thousands) (unaudited)
THREE MONTHS ENDED March 31, 2004 March 31, 2003 -------------- -------------- Net sales $ 42,478 $ 38,287 Cost of sales 38,318 32,999 -------- -------- Gross profit 4,160 5,288 Selling, general and administrative expenses 5,366 4,856 -------- -------- Income (loss) from operations (1,206) 432 Translation (loss) gain (181) 647 Other (expense) income (101) 8 -------- -------- Earnings (loss) before interest and taxes (1,488) 1,087 Interest expense 1,347 1,394 -------- -------- Income (loss) before income taxes (2,835) (307) Income taxes (934) (325) -------- -------- Net (loss) income $ (1,901) $ 18 ======== ========
The Company is a 49% equity owner in Vitrocrisa Holding, S. de R.L. de C.V. and related Mexican companies (Vitrocrisa), which manufacture, market and sell glass tableware (beverageware, plates, bowls, serveware and accessories) and industrial glassware (coffee pots, blender jars, meter covers, glass covers for cooking ware and lighting fixtures sold to original equipment manufacturers) and a 49% equity owner in Crisa Industrial, L.L.C., a domestic distributor of industrial glassware for Vitrocrisa in the U.S. and Canada. Summarized combined statements of income for the Company's investments, accounted for by the equity method under U.S. GAAP, is shown above. -----END PRIVACY-ENHANCED MESSAGE-----