Notes to Condensed Consolidated Financial Statements
(unaudited)
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1.
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Description of the Business
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Libbey is a leading global manufacturer and marketer of glass tableware products. We produce glass tableware in
five
countries and sell to customers in over
100
countries. We design and market, under our Libbey
®
, Libbey Signature
®
, Master's Reserve
®
, Crisa
®
, Royal Leerdam
®
, World
®
Tableware, Syracuse
®
China and Crisal Glass
®
brand names (among others), an extensive line of high-quality glass tableware, ceramic dinnerware, metal flatware, hollowware and serveware items for sale primarily in the foodservice, retail and business-to-business channels of distribution. Our sales force presents our tabletop products to the global marketplace in a coordinated fashion. We own and operate
two
glass tableware manufacturing plants in the United States as well as glass tableware manufacturing plants in Mexico (Libbey Mexico), the Netherlands (Libbey Holland), Portugal (Libbey Portugal) and China (Libbey China). In addition, we import tabletop products from overseas in order to complement our line of manufactured items. The combination of manufacturing and procurement allows us to compete in the global tabletop market by offering an extensive product line at competitive prices.
Our website can be found at
www.libbey.com
. We make available, free of charge, at this website all of our reports filed or furnished pursuant to Section 13(a) or 15(d) of Securities Exchange Act of 1934, including our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, as well as amendments to those reports. These reports are made available on our website as soon as reasonably practicable after their filing with, or furnishing to, the Securities and Exchange Commission and can also be found at
www.sec.gov
.
Our shares are traded on the NYSE American exchange under the ticker symbol LBY.
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2.
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Significant Accounting Policies
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Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Libbey Inc. and its majority-owned subsidiaries (collectively, Libbey or the Company) have been prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Item 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month and six month periods ended
June 30, 2018
, are not necessarily indicative of the results that may be expected for the year ending
December 31, 2018
.
The balance sheet at
December 31, 2017
, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial information included herein should be read in conjunction with our Consolidated Financial Statements in Item 8 of our Form 10-K for the year ended
December 31, 2017
.
Cost of Sales
Cost of sales includes cost to manufacture and/or purchase products, warehouse, shipping and delivery costs and other costs. Shipping and delivery costs associated with outbound freight after control of a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales. In addition, reimbursement of certain pre-production costs is considered a development activity and is included in cost of sales.
Stock-Based Compensation Expense
Stock-based compensation expense charged to the Condensed Consolidated Statements of Operations is as follows:
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Three months ended June 30,
|
|
Six months ended June 30,
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Stock-based compensation expense
|
|
$
|
1,166
|
|
|
$
|
1,316
|
|
|
$
|
1,456
|
|
|
$
|
2,148
|
|
Reclassifications
In connection with our adoption of ASU 2017-07, certain pension and non-pension expense amounts in prior periods have been reclassified to conform with the current period presentation. See
New Accounting Standards - Adopted
below.
New Accounting Standards - Adopted
Each change to U.S. GAAP is established by the Financial Accounting Standards Board (FASB) in the form of an accounting standards update (ASU) to the FASB’s Accounting Standards Codification (ASC). We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and either were determined to be not applicable or are expected to have minimal impact on the Company’s Condensed Consolidated Financial Statements.
On January 1, 2018, we adopted ASU 2014-09,
Revenue From Contracts With Customers
and all related amendments, also known as ASC Topic 606, using the modified retrospective method. There was no cumulative effect adjustment required as a result of initially applying the new standard to existing contracts at adoption on January 1, 2018, and we expect the impact of adopting the new standard to be immaterial to our Condensed Consolidated Statement of Operations on an ongoing basis. Additionally, there was no impact to our Condensed Consolidated Balance Sheets. The enhanced disclosure requirements are included in
note 11, Revenue
. Results for reporting periods beginning on or after January 1, 2018, are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our previous accounting under ASC Topic 605.
On January 1, 2018, we adopted ASU 2017-07,
Compensation - Retirement Benefits
(Topic 715):
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost
. ASU 2017-07 improves the presentation of net periodic pension and post-retirement benefit costs. We retrospectively adopted the presentation that the service cost
component of pension and post-retirement benefit costs be reported within income from operations. The other components of net benefit cost (interest costs, expected return on assets, amortization of prior service costs, settlement charges and other costs) have been reclassified from cost of sales and selling, general and administrative expenses to other income (expense). On a prospective basis, only the service cost component will be capitalized in inventory or property, plant and equipment, when applicable. The effect of the retrospective presentation change related to the net periodic pension and non-pension benefit costs (credits) on our Condensed Consolidated Statement of Operations was as follows:
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Three months ended June 30, 2017
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Six months ended June 30, 2017
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(dollars in thousands)
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Previously Reported
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Reclassification
|
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As Revised
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Previously Reported
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|
Reclassification
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|
As Revised
|
Cost of sales
|
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$
|
157,483
|
|
|
$
|
(615
|
)
|
|
$
|
156,868
|
|
|
$
|
300,839
|
|
|
$
|
(1,498
|
)
|
|
$
|
299,341
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|
Selling, general and administrative expenses
|
|
33,676
|
|
|
407
|
|
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34,083
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|
|
66,651
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|
|
764
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|
|
67,415
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Other income (expense)
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(644
|
)
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|
(208
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)
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(852
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)
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(2,904
|
)
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(734
|
)
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(3,638
|
)
|
On January 1, 2018, we early adopted ASU 2017-12,
Derivatives and Hedging
(Topic 815):
Targeted Improvements to Accounting for Hedging Activities
. ASU 2017-12 amended the hedge accounting rules to simplify the application of hedge accounting guidance and better portray the economic results of risk management activities in the financial statements. As of January 1, 2018, we recorded a
$0.3 million
reduction to our retained deficit and an increase in accumulated other comprehensive loss related to our natural gas swap contracts in Mexico that were previously not designated as hedging instruments. On a prospective basis, the change in fair value of these derivatives will be recognized in other comprehensive income (loss) rather than other income (expense) within the Condensed Consolidated Statement of Operations. Results and disclosures for reporting periods beginning on or after January 1, 2018, are presented under the new guidance within ASU 2017-12, while prior period amounts and disclosures are not adjusted and continue to be reported in accordance with our previous accounting. See
note 8, Derivatives
, for further details and disclosures.
New Accounting Standards - Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02,
Leases
(Topic 842), which requires a lessee to recognize on the balance sheet right-of-use assets and corresponding liabilities for leases with lease terms of more than 12 months. Leases will be classified as either finance or operating leases, with classification affecting the pattern of expense recognition in the income statement. The new guidance also clarifies the definition of a lease and disclosure requirements. ASU 2016-02 is effective for us in the first quarter of 2019. ASU 2016-02 requires lessees and lessors to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach does not require any transition accounting for leases that expired before the
earliest comparative period presented. In the first quarter of 2018, the FASB stated they plan to provide an optional transition method permitting an entity to apply the transition provisions of ASU 2016-02 at its adoption date instead of at the earliest comparative period presented in the financial statements. This would ease the transition burden and allow us to record a cumulative effect adjustment to retained earnings as of January 1, 2019, without restatement of the previously reported comparative periods. Therefore, this is our preferred adoption method if ultimately permitted by the FASB. We are currently evaluating the extent of the impact the new lease guidance will have on our financial statements and related disclosures, including the additional assets and liabilities that will be recognized on the balance sheet. To facilitate this, we are utilizing a comprehensive approach to review our lease portfolio, have selected a system for managing our leases, and are in the middle of system implementation and updating of our controls. See note 15, Operating Leases, in our 2017 Annual Report on Form 10-K for the year ended December 31, 2017, for our minimum lease commitments under non-cancellable operating leases.
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments - Credit Losses
(Topic 326):
Measurement of Credit Losses on Financial Instruments
. This standard introduces a new approach to estimating credit losses on certain types of financial instruments, including trade receivables, and modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early application permitted. We are currently assessing the impact that this standard will have on our Condensed Consolidated Financial Statements.
In February 2018, the FASB issued ASU 2018-02,
Income Statement - Reporting Comprehensive Income
(Topic 220):
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
. This standard allows an optional reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the stranded tax effects resulting from the Tax Cuts and Jobs Act will be eliminated, resulting in more useful information reported to financial statement users. ASU 2018-02 relates to only the reclassification of the income tax effects of the Tax Cuts and Jobs Act. The underlying guidance requiring that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early application permitted. We are currently assessing the impact that this standard will have on our Condensed Consolidated Financial Statements.
The following table provides detail of selected balance sheet items:
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(dollars in thousands)
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June 30, 2018
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|
December 31, 2017
|
Accounts receivable:
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|
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Trade receivables
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$
|
99,080
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|
|
$
|
88,786
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|
Other receivables
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|
1,868
|
|
|
1,211
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|
Total accounts receivable, less allowances of $6,987 and $9,051
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$
|
100,948
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$
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89,997
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Inventories:
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Finished goods
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$
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183,560
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$
|
170,774
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Work in process
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1,441
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|
|
1,485
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|
Raw materials
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3,994
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|
|
3,906
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|
Repair parts
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10,404
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|
|
10,240
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Operating supplies
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1,419
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|
1,481
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|
Total inventories, less loss provisions of $10,120 and $10,308
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$
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200,818
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$
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187,886
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Accrued liabilities:
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Accrued incentives
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$
|
25,075
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$
|
19,728
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Other accrued liabilities
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|
25,390
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|
|
23,495
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Total accrued liabilities
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$
|
50,465
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|
|
$
|
43,223
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Borrowings consist of the following:
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(dollars in thousands)
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Interest Rate
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Maturity Date
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June 30,
2018
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|
December 31,
2017
|
Borrowings under ABL Facility
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|
floating
|
(2)
|
December 7, 2022
(1)
|
|
$
|
22,500
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|
|
$
|
—
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|
Term Loan B
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|
floating
|
(3)
|
April 9, 2021
|
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382,400
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|
|
384,600
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|
AICEP Loan
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0.00%
|
|
July 30, 2018
|
|
1,685
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|
|
3,085
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|
Total borrowings
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|
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406,585
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|
387,685
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Less — unamortized discount and finance fees
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2,874
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|
|
3,295
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|
Total borrowings — net
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|
|
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403,711
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384,390
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Less — long term debt due within one year
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6,085
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|
7,485
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Total long-term portion of borrowings — net
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$
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397,626
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$
|
376,905
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________________________
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(1)
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Maturity date will be January 9, 2021, if Term Loan B is not refinanced by this date.
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(2)
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The interest rate for the ABL Facility is comprised of several different borrowings at various rates. The weighted average rate of all ABL Facility borrowings was
3.65 percent
at June 30, 2018.
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(3)
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We have entered into an interest rate swap that effectively fixes a series of our future interest payments on a portion of the Term Loan B debt. See interest rate swap in
note 8
for additional details. The Term Loan B floating interest rate was
5.05 percent
at June 30, 2018.
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At
June 30, 2018
, the available borrowing base under the ABL Facility was offset by a
$0.5 million
rent reserve. The ABL Facility also provides for the issuance of up to
$15.0 million
of letters of credit that, when outstanding, are applied against the
$100.0 million
limit. At
June 30, 2018
,
$9.1 million
in letters of credit were outstanding. Remaining unused availability under the ABL Facility was
$68.0 million
at
June 30, 2018
, compared to
$91.9 million
at
December 31, 2017
.
For interim tax reporting, we estimate our annual effective tax rate and apply it to our year-to-date ordinary income. Tax jurisdictions with a projected or year-to-date loss for which a tax benefit cannot be realized are excluded from the annualized effective tax rate. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.
Our effective tax rate was
79.6 percent
for the
six months ended
June 30, 2018
, compared to
12.6 percent
for the
six months ended
June 30, 2017
. Our effective tax rate for the six months ended June 30, 2018, which was above the United States statutory rate of 21 percent, was increased
33.6 percent
by the timing and mix of pretax income earned outside the United States, increased
1.9 percent
by the impact of foreign exchange, and increased
23.1 percent
by other items including foreign withholding tax and nondeductible expenses. Our effective tax rate for the six months ended June 30, 2017, which was below the United States statutory rate of 35 percent, was reduced
67.7 percent
by the timing and mix of pretax income earned outside the United States, increased
28.0 percent
by the impact of foreign exchange, and increased
17.3 percent
by other items including foreign withholding tax and nondeductible expenses.
The Company and its subsidiaries are subject to examination by various countries' tax authorities. These examinations may lead to proposed or assessed adjustments to our taxes. In August 2016, the Mexican tax authority (SAT) assessed
one
of our Mexican subsidiaries related to the audit of its 2010 tax year. The amount assessed was approximately
3 billion
Mexican pesos, which was equivalent to approximately
$157 million
U.S. dollars as of the date of the assessment. The Company has filed an administrative appeal with SAT requesting that the assessment be fully nullified. We are awaiting the outcome of the appeal. Management, in consultation with external legal counsel, believes that if contested in the Mexican court system, it is more likely than not that the Company would prevail on all significant components of the assessment. Management intends to continue to vigorously contest all significant components of the assessment in the Mexican courts if they are not nullified at the administrative appeal level. We believe that our tax reserves related to uncertain tax positions are adequate at this time. There were no significant developments affecting this matter for the six months ended June 30, 2018.
The Tax Cuts and Jobs Act (the Act), enacted December 22, 2017, changed many aspects of the U.S. tax code. Our accounting for the Act is incomplete. As noted at year-end, however, we were able to reasonably estimate certain effects and, therefore, recorded provisional adjustments associated with the deemed repatriation transition tax and the revaluation of our deferred
taxes. We have not yet adopted an accounting policy regarding whether we will treat Global Intangible Low Taxed Income (GILTI) as a period cost or establish deferred taxes related thereto. We have not made any additional measurement-period adjustments related to these items during the first six months of the year. However, we are continuing to gather additional information to complete our accounting for these items and expect to complete our accounting within the prescribed measurement period.
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6.
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Pension and Non-pension Post-retirement Benefits
|
We have pension plans covering the majority of our employees. Benefits generally are based on compensation and service for salaried employees and job grade and length of service for hourly employees. In addition, we have an unfunded supplemental employee retirement plan (SERP) that covers certain salaried U.S.-based employees of Libbey hired before January 1, 2006. The U.S. pension plans cover the salaried U.S.-based employees of Libbey hired before January 1, 2006, and most hourly U.S.-based employees (excluding employees hired at Shreveport after December 15, 2008, and at Toledo after September 30, 2010). Effective January 1, 2013, we ceased annual company contribution credits to the cash balance accounts in our Libbey U.S. Salaried Pension Plan and SERP. The non-U.S. pension plans cover the employees of our wholly owned subsidiary in Mexico and are unfunded.
The components of our net pension expense, including the SERP, are as follows:
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Three months ended June 30,
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U.S. Plans
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|
Non-U.S. Plans
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|
Total
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Service cost
|
|
$
|
1,025
|
|
|
$
|
883
|
|
|
$
|
284
|
|
|
$
|
277
|
|
|
$
|
1,309
|
|
|
$
|
1,160
|
|
Interest cost
|
|
3,142
|
|
|
3,442
|
|
|
741
|
|
|
701
|
|
|
3,883
|
|
|
4,143
|
|
Expected return on plan assets
|
|
(5,669
|
)
|
|
(5,623
|
)
|
|
—
|
|
|
—
|
|
|
(5,669
|
)
|
|
(5,623
|
)
|
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit)
|
|
1
|
|
|
59
|
|
|
(50
|
)
|
|
(52
|
)
|
|
(49
|
)
|
|
7
|
|
Actuarial loss
|
|
1,599
|
|
|
1,265
|
|
|
154
|
|
|
152
|
|
|
1,753
|
|
|
1,417
|
|
Pension expense
|
|
$
|
98
|
|
|
$
|
26
|
|
|
$
|
1,129
|
|
|
$
|
1,078
|
|
|
$
|
1,227
|
|
|
$
|
1,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Service cost
|
|
$
|
2,004
|
|
|
$
|
1,958
|
|
|
$
|
576
|
|
|
$
|
528
|
|
|
$
|
2,580
|
|
|
$
|
2,486
|
|
Interest cost
|
|
6,307
|
|
|
6,892
|
|
|
1,504
|
|
|
1,338
|
|
|
7,811
|
|
|
8,230
|
|
Expected return on plan assets
|
|
(11,329
|
)
|
|
(11,240
|
)
|
|
—
|
|
|
—
|
|
|
(11,329
|
)
|
|
(11,240
|
)
|
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit)
|
|
1
|
|
|
118
|
|
|
(101
|
)
|
|
(99
|
)
|
|
(100
|
)
|
|
19
|
|
Actuarial loss
|
|
3,236
|
|
|
2,617
|
|
|
313
|
|
|
290
|
|
|
3,549
|
|
|
2,907
|
|
Pension expense
|
|
$
|
219
|
|
|
$
|
345
|
|
|
$
|
2,292
|
|
|
$
|
2,057
|
|
|
$
|
2,511
|
|
|
$
|
2,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have contributed
$0.6 million
and
$1.2 million
of cash into our pension plans for the
three months and six months
ended
June 30, 2018
, respectively. Pension contributions for the remainder of
2018
are estimated to be
$1.1 million
.
We provide certain retiree healthcare and life insurance benefits covering our U.S. and Canadian salaried employees hired before January 1, 2004, and a majority of our union hourly employees (excluding employees hired at Shreveport after December 15, 2008, and at Toledo after September 30, 2010). Employees are generally eligible for benefits upon retirement and completion of a specified number of years of creditable service. Benefits for most hourly retirees are determined by collective bargaining. The U.S. non-pension, post-retirement plans cover the hourly and salaried U.S.-based employees of Libbey (excluding those mentioned above). The non-U.S., non-pension, post-retirement plans cover the retirees and active employees of Libbey who are located in Canada. The post-retirement benefit plans are unfunded.
The provision for our non-pension, post-retirement, benefit expense consists of the following:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Service cost
|
|
$
|
151
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
96
|
|
Interest cost
|
|
455
|
|
|
471
|
|
|
10
|
|
|
11
|
|
|
465
|
|
|
482
|
|
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit)
|
|
(70
|
)
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(51
|
)
|
Actuarial loss / (gain)
|
|
(53
|
)
|
|
(154
|
)
|
|
(17
|
)
|
|
(13
|
)
|
|
(70
|
)
|
|
(167
|
)
|
Non-pension post-retirement benefit expense
|
|
$
|
483
|
|
|
$
|
362
|
|
|
$
|
(7
|
)
|
|
$
|
(2
|
)
|
|
$
|
476
|
|
|
$
|
360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Service cost
|
|
$
|
302
|
|
|
$
|
316
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
302
|
|
|
$
|
316
|
|
Interest cost
|
|
911
|
|
|
1,052
|
|
|
20
|
|
|
22
|
|
|
931
|
|
|
1,074
|
|
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit)
|
|
(141
|
)
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
(101
|
)
|
Actuarial loss / (gain)
|
|
(105
|
)
|
|
(129
|
)
|
|
(33
|
)
|
|
(26
|
)
|
|
(138
|
)
|
|
(155
|
)
|
Non-pension post-retirement benefit expense
|
|
$
|
967
|
|
|
$
|
1,138
|
|
|
$
|
(13
|
)
|
|
$
|
(4
|
)
|
|
$
|
954
|
|
|
$
|
1,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our
2018
estimate of non-pension cash payments is
$4.3 million
, of which we have paid
$1.1 million
and
$1.9 million
for the
three months and six months
ended
June 30, 2018
, respectively.
|
|
7.
|
Net Income (Loss) per Share of Common Stock
|
The following table sets forth the computation of basic and diluted loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
(dollars in thousands, except earnings per share)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Numerator for earnings per share:
|
|
|
|
|
|
|
|
|
Net income (loss) that is available to common shareholders
|
|
$
|
3,988
|
|
|
$
|
(832
|
)
|
|
$
|
1,027
|
|
|
$
|
(7,402
|
)
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share:
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
22,170,338
|
|
|
22,029,519
|
|
|
22,130,503
|
|
|
21,984,365
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share:
|
|
|
|
|
|
|
|
|
Effect of stock options and restricted stock units
|
|
185,550
|
|
|
—
|
|
|
36,584
|
|
|
—
|
|
Adjusted weighted average shares and assumed conversions
|
|
22,355,888
|
|
|
22,029,519
|
|
|
22,167,087
|
|
|
21,984,365
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
0.18
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.34
|
)
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
|
$
|
0.18
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.34
|
)
|
|
|
|
|
|
|
|
|
|
Shares excluded from diluted earnings (loss) per share due to:
|
|
|
|
|
|
|
|
Net loss position (excluded from denominator)
|
|
—
|
|
|
60,141
|
|
|
—
|
|
|
111,791
|
|
Inclusion would have been anti-dilutive (excluded from calculation)
|
|
752,375
|
|
|
924,652
|
|
|
982,386
|
|
|
744,317
|
|
When applicable, diluted shares outstanding include the dilutive impact of restricted stock units. Diluted shares also include the impact of eligible employee stock options, which are calculated based on the average share price for each fiscal period using the treasury stock method.
We utilize derivative financial instruments to hedge certain interest rate risks associated with our long-term debt and commodity price risks associated with forecasted future natural gas requirements. These derivatives, except for the natural gas contracts used in our Mexican manufacturing facilities prior to 2018, qualify for hedge accounting since the hedges are highly effective, and we have designated and documented contemporaneously the hedging relationships involving these derivative instruments. While we intend to continue to meet the conditions for hedge accounting, if hedges do not qualify as highly effective or if we do not believe that forecasted transactions would occur, the changes in the fair value of the derivatives used as hedges would be reflected in our earnings.
Prior to January 1, 2018, our derivatives used to reduce economic volatility of natural gas prices in Mexico were not designated as cash flow hedges. All mark-to-market changes on these derivatives were reflected in other income (expense). On January 1, 2018, we adopted ASU 2017-12 for hedge accounting. Under this new guidance, we are now applying contractually specified component hedging to all of our natural gas hedges. This has allowed us to record changes in fair value for outstanding natural gas derivatives to other comprehensive income (loss) beginning January 1, 2018. See
note 2
for additional details on the adoption of ASU 2017-12.
We do not believe we are exposed to more than a nominal amount of credit risk in our natural gas hedges and interest rate swap as the counterparties are established financial institutions. The counterparties for the derivative agreements are rated BBB+ or better as of
June 30, 2018
, by Standard and Poor’s.
Fair Values
The following table provides the fair values of our derivative financial instruments for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
Fair Value of Derivative Assets
|
|
Balance Sheet Location
|
|
June 30, 2018
|
|
December 31, 2017
|
Cash flow hedges:
|
|
|
|
|
|
|
Interest rate swap
|
|
Prepaid and other current assets
|
|
$
|
1,098
|
|
|
$
|
—
|
|
Interest rate swap
|
|
Other assets
|
|
1,171
|
|
|
646
|
|
Natural gas contracts
|
|
Prepaid and other current assets
|
|
90
|
|
|
—
|
|
Total designated
|
|
2,359
|
|
|
646
|
|
Total derivative assets
|
|
$
|
2,359
|
|
|
$
|
646
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Derivative Liabilities
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
Cash flow hedges:
|
|
|
|
|
|
|
Interest rate swap
|
|
Derivative liability
|
|
$
|
—
|
|
|
$
|
213
|
|
Natural gas contracts
|
|
Derivative liability
|
|
—
|
|
|
220
|
|
Natural gas contracts
|
|
Other long-term liabilities
|
|
25
|
|
|
7
|
|
Total designated
|
|
25
|
|
|
440
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
Natural gas contracts
|
|
Derivative liability
|
|
—
|
|
|
264
|
|
Natural gas contracts
|
|
Other long-term liabilities
|
|
—
|
|
|
12
|
|
Total undesignated
|
|
|
|
—
|
|
|
276
|
|
Total derivative liabilities
|
|
$
|
25
|
|
|
$
|
716
|
|
The following table presents the notional amount of derivatives on the Condensed Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amounts
|
Derivative Types
|
|
Unit of Measure
|
|
June 30, 2018
|
|
December 31, 2017
|
Natural gas contracts
|
|
Millions of British Thermal Units (MMBTUs)
|
|
2,740,000
|
|
|
2,480,000
|
|
Interest rate swap
|
|
Thousands of U.S. dollars
|
|
$
|
220,000
|
|
|
$
|
220,000
|
|
The following table presents cash settlements (paid) received related to the below derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Natural gas contracts
|
|
$
|
(36
|
)
|
|
$
|
182
|
|
|
$
|
(234
|
)
|
|
$
|
298
|
|
Interest rate swap
|
|
(3
|
)
|
|
(510
|
)
|
|
(181
|
)
|
|
(1,110
|
)
|
Total
|
|
$
|
(39
|
)
|
|
$
|
(328
|
)
|
|
$
|
(415
|
)
|
|
$
|
(812
|
)
|
The following table provides a summary of the impacts of derivative gain (loss) on the Consolidated Statements of Operations and other comprehensive income (OCI):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
(dollars in thousands)
|
|
Location
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
Effective portion of derivative gain (loss) recognized into OCI:
|
|
|
|
|
|
|
|
|
Natural gas contracts
|
|
OCI
|
|
$
|
123
|
|
|
$
|
(239
|
)
|
|
$
|
334
|
|
|
$
|
(709
|
)
|
Interest rate swap
|
|
OCI
|
|
480
|
|
|
(619
|
)
|
|
1,733
|
|
|
(415
|
)
|
Total
|
|
$
|
603
|
|
|
$
|
(858
|
)
|
|
$
|
2,067
|
|
|
$
|
(1,124
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Effective portion of derivative gain (loss) reclassified from accumulated OCI to current earnings:
|
|
|
|
|
|
|
|
|
Natural gas contracts
|
|
Cost of Sales
|
|
$
|
(36
|
)
|
|
$
|
90
|
|
|
$
|
(234
|
)
|
|
$
|
157
|
|
Interest rate swap
|
|
Interest expense
|
|
40
|
|
|
(472
|
)
|
|
(103
|
)
|
|
(1,057
|
)
|
Total
|
|
$
|
4
|
|
|
$
|
(382
|
)
|
|
$
|
(337
|
)
|
|
$
|
(900
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Gain (loss) recognized in current earnings:
|
|
|
|
|
|
|
|
|
Natural gas contracts
|
|
Other income (expense)
|
|
$
|
—
|
|
|
$
|
(236
|
)
|
|
$
|
—
|
|
|
$
|
(819
|
)
|
Total
|
|
$
|
—
|
|
|
$
|
(236
|
)
|
|
$
|
—
|
|
|
$
|
(819
|
)
|
Natural Gas Contracts
We use natural gas swap contracts related to forecasted future North American natural gas requirements. The objective of these commodity contracts is to limit the fluctuations in prices paid due to price movements in the underlying commodity. We consider our forecasted natural gas requirements in determining the quantity of natural gas to hedge. We combine the forecasts with historical observations to establish the percentage of forecast eligible to be hedged, typically ranging from
40 percent
to
70 percent
of our anticipated requirements,
18
months in the future, or more, depending on market conditions. The fair values of these instruments are determined from market quotes.
Hedge accounting is applied only when the derivative is deemed to be highly effective at offsetting changes in fair values or anticipated cash flows of the hedged item or transaction. For hedged forecasted transactions, hedge accounting is discontinued if the forecasted transaction is no longer probable to occur, and any previously deferred gains or losses would be recorded to earnings immediately. Changes in the fair value of these hedges are recorded in other comprehensive income (loss). As the natural gas contracts mature, the accumulated gains (losses) for the respective contracts are reclassified from accumulated other comprehensive loss to current expense in cost of sales in our Condensed Consolidated Statement of Operations.
Based on our current valuation, we estimate that accumulated gains for natural gas currently carried in accumulated other comprehensive loss that will be reclassified into earnings over the next twelve months will result in
$0.1 million
of gain to our Condensed Consolidated Statements of Operations.
Interest Rate Swap
On April 1, 2015, we executed an interest rate swap on our Term Loan B as part of our risk management strategy to mitigate the risks involved with fluctuating interest rates. The interest rate swap effectively converts
$220.0 million
of our Term Loan B debt from a variable interest rate to a
4.85 percent
fixed interest rate, thus reducing the impact of interest rate changes on future income. The fixed rate swap became effective in January 2016 and expires in January 2020. This interest rate swap is valued using the market standard methodology of netting the discounted expected future variable cash receipts and the discounted future fixed cash payments. The variable cash receipts are based on an expectation of future interest rates derived from observed market interest rate forward curves.
Our interest rate swap qualifies and is designated as a cash flow hedge at
June 30, 2018
, and is accounted for under FASB ASC 815, "Derivatives and Hedging." Hedge accounting is applied only when the derivative is deemed to be highly effective at offsetting changes in fair values or anticipated cash flows of the hedged item or transaction. For hedged forecasted transactions, hedge accounting is discontinued if the forecasted transaction is no longer probable to occur, and any previously deferred gains or losses are recorded to earnings immediately. Changes in the fair value of these hedges are recorded in other comprehensive income (loss). Based on our current valuation, we estimate that accumulated gains currently carried in accumulated other comprehensive loss that will be reclassified into earnings over the next twelve months will result in a reduction to interest expense of
$1.1 million
in our Condensed Consolidated Statements of Operations.
|
|
9.
|
Accumulated Other Comprehensive Income (Loss)
|
Accumulated other comprehensive income (loss) (AOCI), net of tax, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2018
(dollars in thousands)
|
|
Foreign Currency Translation
|
|
Derivative Instruments
|
|
Pension and Other Post-retirement Benefits
|
|
Accumulated Other
Comprehensive Loss
|
Balance on March 31, 2018
|
|
$
|
(11,850
|
)
|
|
$
|
1,546
|
|
|
$
|
(88,585
|
)
|
|
$
|
(98,889
|
)
|
|
|
|
|
|
|
|
|
|
Amounts recognized into AOCI
|
|
(7,392
|
)
|
|
603
|
|
|
1,527
|
|
|
(5,262
|
)
|
Currency impact
|
|
—
|
|
|
—
|
|
|
524
|
|
|
524
|
|
Amounts reclassified from AOCI
|
|
—
|
|
|
(4
|
)
|
(1)
|
1,564
|
|
(2)
|
1,560
|
|
Tax effect
|
|
—
|
|
|
(127
|
)
|
|
(736
|
)
|
|
(863
|
)
|
Other comprehensive income (loss), net of tax
|
|
(7,392
|
)
|
|
472
|
|
|
2,879
|
|
|
(4,041
|
)
|
Balance on June 30, 2018
|
|
$
|
(19,242
|
)
|
|
$
|
2,018
|
|
|
$
|
(85,706
|
)
|
|
$
|
(102,930
|
)
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2018
(dollars in thousands)
|
|
Foreign Currency Translation
|
|
Derivative Instruments
|
|
Pension and Other Post-retirement Benefits
|
|
Accumulated Other
Comprehensive Loss
|
Balance on December 31, 2017
|
|
$
|
(16,183
|
)
|
|
$
|
351
|
|
|
$
|
(89,340
|
)
|
|
$
|
(105,172
|
)
|
|
|
|
|
|
|
|
|
|
Cumulative-effect adjustment for the adoption of ASU 2017-12
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
(275
|
)
|
|
|
|
|
|
|
|
|
|
Amounts recognized into AOCI
|
|
(3,059
|
)
|
|
2,067
|
|
|
1,527
|
|
|
535
|
|
Currency impact
|
|
—
|
|
|
—
|
|
|
40
|
|
|
40
|
|
Amounts reclassified from AOCI
|
|
—
|
|
|
337
|
|
(1)
|
3,170
|
|
(2)
|
3,507
|
|
Tax effect
|
|
—
|
|
|
(462
|
)
|
|
(1,103
|
)
|
|
(1,565
|
)
|
Other comprehensive income (loss), net of tax
|
|
(3,059
|
)
|
|
1,942
|
|
|
3,634
|
|
|
2,517
|
|
Balance on June 30, 2018
|
|
$
|
(19,242
|
)
|
|
$
|
2,018
|
|
|
$
|
(85,706
|
)
|
|
$
|
(102,930
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2017
(dollars in thousands)
|
|
Foreign Currency Translation
|
|
Derivative Instruments
|
|
Pension and Other Post-retirement Benefits
|
|
Accumulated Other
Comprehensive Loss
|
Balance on March 31, 2017
|
|
$
|
(26,420
|
)
|
|
$
|
(350
|
)
|
|
$
|
(96,398
|
)
|
|
$
|
(123,168
|
)
|
|
|
|
|
|
|
|
|
|
Amounts recognized into AOCI
|
|
5,589
|
|
|
(858
|
)
|
|
4,801
|
|
|
9,532
|
|
Currency impact
|
|
—
|
|
|
—
|
|
|
(258
|
)
|
|
(258
|
)
|
Amounts reclassified from AOCI
|
|
—
|
|
|
382
|
|
(1)
|
1,206
|
|
(2)
|
1,588
|
|
Tax effect
|
|
—
|
|
|
(87
|
)
|
|
(2,755
|
)
|
|
(2,842
|
)
|
Other comprehensive income (loss), net of tax
|
|
5,589
|
|
|
(563
|
)
|
|
2,994
|
|
|
8,020
|
|
Balance on June 30, 2017
|
|
$
|
(20,831
|
)
|
|
$
|
(913
|
)
|
|
$
|
(93,404
|
)
|
|
$
|
(115,148
|
)
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2017
(dollars in thousands)
|
|
Foreign Currency Translation
|
|
Derivative Instruments
|
|
Pension and Other Post-retirement Benefits
|
|
Accumulated Other
Comprehensive Loss
|
Balance on December 31, 2016
|
|
$
|
(27,828
|
)
|
|
$
|
(515
|
)
|
|
$
|
(96,854
|
)
|
|
$
|
(125,197
|
)
|
|
|
|
|
|
|
|
|
|
Amounts recognized into AOCI
|
|
6,997
|
|
|
(1,124
|
)
|
|
4,801
|
|
|
10,674
|
|
Currency impact
|
|
—
|
|
|
—
|
|
|
(738
|
)
|
|
(738
|
)
|
Amounts reclassified from AOCI
|
|
—
|
|
|
900
|
|
(1)
|
2,670
|
|
(2)
|
3,570
|
|
Tax effect
|
|
—
|
|
|
(174
|
)
|
|
(3,283
|
)
|
|
(3,457
|
)
|
Other comprehensive income (loss), net of tax
|
|
6,997
|
|
|
(398
|
)
|
|
3,450
|
|
|
10,049
|
|
Balance on June 30, 2017
|
|
$
|
(20,831
|
)
|
|
$
|
(913
|
)
|
|
$
|
(93,404
|
)
|
|
$
|
(115,148
|
)
|
___________________________
|
|
(1)
|
We reclassified natural gas contracts through cost of sales and the interest rate swap through interest expense on the Condensed Consolidated Statements of Operations. See
note 8
for additional information.
|
|
|
(2)
|
We reclassified the net pension and non-pension post-retirement benefits amortization and settlement charges through other income (expense) on the Condensed Consolidated Statements of Operations. See
note 6
for additional information.
|
Our reporting segments align with our regionally focused organizational structure, which we believe enables us to better serve customers across the globe. Under this structure, we report financial results for U.S. and Canada; Latin America; Europe, the Middle East and Africa (EMEA); and Other. Segment results are based primarily on the geographical destination of the sale. Our
three
reportable segments are defined below. Our operating segment that does not meet the criteria to be a reportable segment is disclosed as Other.
U.S. & Canada—includes sales of manufactured and sourced tableware having an end-market destination in the U.S and Canada, excluding glass products for Original Equipment Manufacturers (OEM), which remain in the Latin America segment.
Latin America—includes primarily sales of manufactured and sourced glass tableware having an end-market destination in Latin America, as well as glass products for OEMs regardless of end–market destination.
EMEA—includes primarily sales of manufactured and sourced glass tableware having an end-market destination in Europe, the Middle East and Africa.
Other—includes primarily sales of manufactured and sourced glass tableware having an end-market destination in Asia Pacific.
Our measure of profit for our reportable segments is Segment Earnings before Interest and Taxes (Segment EBIT) and excludes amounts related to certain items we consider not representative of ongoing operations as well as certain retained corporate costs and other allocations that are not considered by management when evaluating performance. Segment EBIT also includes an allocation of manufacturing costs for inventory produced at a Libbey facility that is located in a region other than the end market in which the inventory is sold. This allocation can fluctuate from year to year based on the relative demands for
products produced in regions other than the end markets in which they are sold. We use Segment EBIT, along with net sales and selected cash flow information, to evaluate performance and to allocate resources. Segment EBIT for reportable segments includes an allocation of some corporate expenses based on the costs of services performed.
Certain activities not related to any particular reportable segment are reported within retained corporate costs. These costs include certain headquarter, administrative and facility costs, and other costs that are global in nature and are not allocable to the reporting segments.
The accounting policies of the reportable segments are the same as those described in
note 2
. We do not have any customers who represent 10 percent or more of total sales. Inter-segment sales are consummated at arm’s length and are reflected at end-market reporting below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Net Sales:
|
|
|
|
|
|
|
|
|
U.S. & Canada
|
|
$
|
128,474
|
|
|
$
|
121,871
|
|
|
$
|
236,415
|
|
|
$
|
231,200
|
|
Latin America
|
|
40,290
|
|
|
36,503
|
|
|
74,623
|
|
|
67,225
|
|
EMEA
|
|
38,175
|
|
|
31,054
|
|
|
70,423
|
|
|
56,385
|
|
Other
|
|
6,595
|
|
|
8,086
|
|
|
13,986
|
|
|
15,698
|
|
Consolidated
|
|
$
|
213,534
|
|
|
$
|
197,514
|
|
|
$
|
395,447
|
|
|
$
|
370,508
|
|
|
|
|
|
|
|
|
|
|
Segment EBIT:
|
|
|
|
|
|
|
|
|
U.S. & Canada
|
|
$
|
13,358
|
|
|
$
|
15,045
|
|
|
$
|
18,082
|
|
|
$
|
22,546
|
|
Latin America
|
|
7,433
|
|
|
1,907
|
|
|
9,583
|
|
|
(1,172
|
)
|
EMEA
|
|
2,621
|
|
|
(2,057
|
)
|
|
3,626
|
|
|
(2,894
|
)
|
Other
|
|
660
|
|
|
(854
|
)
|
|
(469
|
)
|
|
(2,069
|
)
|
Total Segment EBIT
|
|
$
|
24,072
|
|
|
$
|
14,041
|
|
|
$
|
30,822
|
|
|
$
|
16,411
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Segment EBIT to Net Income (Loss):
|
|
|
|
|
|
|
|
|
Segment EBIT
|
|
$
|
24,072
|
|
|
$
|
14,041
|
|
|
$
|
30,822
|
|
|
$
|
16,411
|
|
Retained corporate costs
|
|
(8,536
|
)
|
|
(5,095
|
)
|
|
(15,246
|
)
|
|
(12,386
|
)
|
Reorganization charges
|
|
—
|
|
|
(2,488
|
)
|
|
—
|
|
|
(2,488
|
)
|
Interest expense
|
|
(5,456
|
)
|
|
(5,138
|
)
|
|
(10,540
|
)
|
|
(10,005
|
)
|
(Provision) benefit for income taxes
|
|
(6,092
|
)
|
|
(2,152
|
)
|
|
(4,009
|
)
|
|
1,066
|
|
Net income (loss)
|
|
$
|
3,988
|
|
|
$
|
(832
|
)
|
|
$
|
1,027
|
|
|
$
|
(7,402
|
)
|
|
|
|
|
|
|
|
|
|
Depreciation & Amortization:
|
|
|
|
|
|
|
|
|
U.S. & Canada
|
|
$
|
3,052
|
|
|
$
|
3,084
|
|
|
$
|
6,439
|
|
|
$
|
6,166
|
|
Latin America
|
|
4,494
|
|
|
4,510
|
|
|
9,204
|
|
|
8,907
|
|
EMEA
|
|
1,940
|
|
|
1,848
|
|
|
3,949
|
|
|
3,692
|
|
Other
|
|
1,309
|
|
|
1,329
|
|
|
2,623
|
|
|
2,683
|
|
Corporate
|
|
445
|
|
|
457
|
|
|
904
|
|
|
935
|
|
Consolidated
|
|
$
|
11,240
|
|
|
$
|
11,228
|
|
|
$
|
23,119
|
|
|
$
|
22,383
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures:
|
|
|
|
|
|
|
|
|
U.S. & Canada
|
|
$
|
5,592
|
|
|
$
|
2,457
|
|
|
$
|
12,729
|
|
|
$
|
4,394
|
|
Latin America
|
|
2,778
|
|
|
4,482
|
|
|
5,167
|
|
|
11,464
|
|
EMEA
|
|
1,449
|
|
|
7,633
|
|
|
2,743
|
|
|
10,396
|
|
Other
|
|
142
|
|
|
255
|
|
|
262
|
|
|
468
|
|
Corporate
|
|
117
|
|
|
269
|
|
|
448
|
|
|
326
|
|
Consolidated
|
|
$
|
10,078
|
|
|
$
|
15,096
|
|
|
$
|
21,349
|
|
|
$
|
27,048
|
|
Our primary source of revenue is the sale of glass tableware products manufactured within a Libbey facility as well as globally sourced tabletop products, including glassware, ceramicware, metalware and others. Our customer contracts generally include a single performance obligation, the shipment of specified products, and are recognized at a point in time when control of the product has transferred to the customer, which primarily takes place when risk of loss transfers in accordance with applicable shipping terms. Revenue is recognized based on the consideration specified in a contract with the customer, and is measured as the amount of consideration to which we expect to be entitled in exchange for transferring goods or providing services. When applicable, the transaction price includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. We estimate provisions for rebates, customer incentives, allowances, returns and discounts based on the terms of the contracts, historical experience and anticipated customer purchases during the rebate period. We continually evaluate the adequacy of these methods used, adjusting our estimates when the amount of consideration to which we expect to be entitled changes. Refund liabilities are included in accrued liabilities on the Condensed Consolidated Balance Sheet. Our payment terms are based on customary business practices and can vary by region and customer type, but are generally
0
-
90
days. Since the term between invoicing and expected payment is less than a year, we do not adjust the transaction price for the effects of a financing component. Taxes collected from customers are excluded from revenues and credited directly to obligations to the appropriate governmental agencies.
For the
three months and six months
ended
June 30, 2018
, bad debt expense was immaterial. Additionally, adjustments related to revenue recognized in prior periods were not material for the
three months and six months
ended
June 30, 2018
. There were no material contract assets, contract liabilities or deferred contract costs recorded on the Condensed Consolidated Balance Sheet as of
June 30, 2018
. For contracts with a duration of less than one year, we follow an allowable practical expedient and expense contract acquisition costs when incurred. We do not have any costs to obtain or fulfill a contract that are capitalized under ASC Topic 606.
Disaggregation of Revenue:
The following table presents our net sales disaggregated by business channel:
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Three months ended June 30, 2018
|
|
Six months ended June 30, 2018
|
Foodservice
|
|
$
|
93,194
|
|
|
$
|
169,367
|
|
Retail
|
|
61,670
|
|
|
117,431
|
|
Business-to-business
|
|
58,670
|
|
|
108,649
|
|
Consolidated
|
|
$
|
213,534
|
|
|
$
|
395,447
|
|
Each operating segment has revenues across all our business channels. Each channel has a different marketing strategy, customer base and product composition. For both periods presented, over
75 percent
of each segment's revenue is derived from the following business channels: U.S. and Canada from foodservice and retail; Latin America from retail and business-to-business; and EMEA from business-to-business and retail.
Foodservice
The majority of our tabletop products sold in the foodservice channel are sold through a network of foodservice distributors. Our strong foodservice distributor network and in-house sales force provide broad coverage to a wide variety of foodservice establishments, including restaurants, bars, hotels and other travel and tourism venues. A high percentage of foodservice sales are replacements, driving a relatively predictable revenue stream.
Retail
Our primary customers in the retail channel include mass merchants, department stores, national retail chains, pure play e-commerce retailers or marketers, retail and wholesale distributors, value-oriented retailers, grocers and specialty housewares stores. We also operate outlet stores in the U.S. and Mexico.
Business-to-business
Our customers for products sold in the diverse business-to-business channel include beverage companies and custom decorators of glass tableware for promotional purposes and resale. In addition, sales of our products in this channel include products for
candle and floral applications, craft industries and gourmet food-packing companies. Our Latin America region also sells blender jars and various OEM products in this channel.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs used in measuring fair value into three broad levels as follows:
|
|
•
|
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; and
|
|
|
•
|
Level 3 — Unobservable inputs based on our own assumptions.
|
The fair value of our derivative financial instruments by level is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
|
Fair Value at
|
Asset / (Liability)
(dollars in thousands)
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Commodity futures natural gas contracts
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
(503
|
)
|
|
$
|
—
|
|
|
$
|
(503
|
)
|
Interest rate swap
|
|
—
|
|
|
2,269
|
|
|
—
|
|
|
2,269
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
433
|
|
Net derivative asset (liability)
|
|
$
|
—
|
|
|
$
|
2,334
|
|
|
$
|
—
|
|
|
$
|
2,334
|
|
|
$
|
—
|
|
|
$
|
(70
|
)
|
|
$
|
—
|
|
|
$
|
(70
|
)
|
The fair values of our commodity futures natural gas contracts are determined using observable market inputs. The fair value of our interest rate swap is based on the market standard methodology of netting the discounted expected future variable cash receipts and the discounted future fixed cash payments. The variable cash receipts are based on an expectation of future interest rates derived from observed market interest rate forward curves. Since these inputs are observable in active markets over the terms that the instruments are held, the derivatives are classified as Level 2 in the hierarchy. We also evaluate Company and counterparty risk in determining fair values. The commodity futures natural gas contracts and interest rate swap are hedges of either recorded assets or liabilities or anticipated transactions. Changes in values of the underlying hedged assets and liabilities or anticipated transactions are not reflected in the above table.
Financial instruments carried at cost on the Condensed Consolidated Balance Sheets, as well as the related fair values, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
(dollars in thousands)
|
|
Fair Value
Hierarchy Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
Term Loan B
|
|
Level 2
|
|
$
|
382,400
|
|
|
$
|
375,708
|
|
|
$
|
384,600
|
|
|
$
|
370,178
|
|
The fair value of our Term Loan B has been calculated based on quoted market prices for the same or similar issues, and the fair value of our ABL Facility approximates carrying value due to variable rates. The fair value of our other immaterial debt approximates carrying value at
June 30, 2018
and
December 31, 2017
. The fair value of our cash and cash equivalents, accounts receivable and accounts payable approximate their carrying value due to their short term nature.
|
|
13.
|
Other Income (Expense)
|
Items included in other income (expense) in the Condensed Consolidated Statements of Operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Gain (loss) on currency transactions
|
|
$
|
2,662
|
|
|
$
|
(691
|
)
|
|
$
|
1,012
|
|
|
$
|
(2,235
|
)
|
Gain (loss) on mark-to-market natural gas contracts
|
|
—
|
|
|
(236
|
)
|
|
—
|
|
|
(819
|
)
|
Pension and non-pension benefits, excluding service cost
|
|
(243
|
)
|
|
(208
|
)
|
|
(583
|
)
|
|
(734
|
)
|
Other non-operating income (expense)
|
|
161
|
|
|
283
|
|
|
44
|
|
|
150
|
|
Other income (expense)
|
|
$
|
2,580
|
|
|
$
|
(852
|
)
|
|
$
|
473
|
|
|
$
|
(3,638
|
)
|
Legal Proceedings
From time to time we are identified as a "potentially responsible party" (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and/or similar state laws that impose liability without regard to fault for costs and damages relating to the investigation and clean-up of contamination resulting from releases or threatened releases of hazardous substances. We are also subject to similar laws in some of the countries where our facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis.
Although we cannot predict the ultimate outcome of any proceedings, we believe that our environmental legal proceedings will not have a material adverse impact on our financial condition, results of operations or liquidity. There were no significant changes to our environmental legal proceedings since
December 31, 2017
. Please refer to Part II, Item 8. “Financial Statements and Supplementary Data,” note 17, Contingencies, included in our
2017
Annual Report on Form 10-K for a more complete discussion.
Income Taxes
The Company and its subsidiaries are subject to examination by various countries' tax authorities. These examinations may lead to proposed or assessed adjustments to our taxes. Please refer to
note 5
, Income Taxes, for a detailed discussion on tax contingencies.