LIBBEY INC
10-Q, 2000-05-15
GLASS & GLASSWARE, PRESSED OR BLOWN
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<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549



                                    FORM 10-Q



(Mark one)

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


                        For Quarter Ended March 31, 2000


                                       or


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


                                   Libbey Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                         1-12084                34-1559357
- ---------------------------------  ---------------------     -------------------
  (State or other jurisdiction     (Commission File No.)        (IRS Employer
of incorporation or organization)                            Identification No.)


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X  No
    ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

Common Stock, $.01 par value - 15,222,445 shares at May 4, 2000
<PAGE>   2

                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

The Condensed Consolidated Financial Statements presented herein are unaudited
but, in the opinion of management, reflect all adjustments necessary to present
fairly such information for the periods and at the dates indicated. Since the
following condensed unaudited financial statements have been prepared in
accordance with Article 10 of Regulation S-X, they do not contain all
information and footnotes normally contained in annual consolidated financial
statements; accordingly, they should be read in conjunction with the
Consolidated Financial Statements and notes thereto appearing in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999.
The interim results of operations are not necessarily indicative of results for
the entire year.



                                       2
<PAGE>   3

                                   LIBBEY INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (dollars in thousands, except per-share amounts)
                                   (unaudited)


                                                    Three months ended March 31,
Revenues:                                               2000           1999
                                                        ----           ----
  Net sales                                           $ 96,761       $ 95,280
  Royalties and net technical assistance income            633            765
                                                      --------       --------
      Total revenues                                    97,394         96,045

Costs and expenses:
  Cost of sales                                         69,147         71,344
  Selling, general and administrative expenses          15,369         13,468
  Capacity realignment charge                               --          2,227
                                                      --------       --------
                                                        84,516         87,039
                                                      --------       --------
Income from operations                                  12,878          9,006

Other income (expense):
  Equity earnings                                          571            476
  Other - net                                             (293)            (8)
                                                      --------       --------
                                                           278            468
                                                      --------       --------
Earnings before interest and income taxes               13,156          9,474
Interest expense - net                                  (3,035)        (3,101)
                                                      --------       --------
Income before income taxes                              10,121          6,373
Provision for income taxes                               3,719          2,390
                                                      --------       --------
Net income                                            $  6,402       $  3,983
                                                      ========       ========
Net income per share:
  Basic                                               $   0.42       $   0.24
                                                      ========       ========
  Diluted                                             $   0.41       $   0.24
                                                      ========       ========
Dividends per share                                   $  0.075       $  0.075
                                                      ========       ========


                             See accompanying notes.



                                       3
<PAGE>   4

                                  LIBBEY INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)


                                                       March 31,    December 31,
                                                         2000           1999
                                                         ----           ----
                                                      (unaudited)      (Note)

ASSETS
Current assets:
  Cash                                                 $  2,901      $  3,918
  Accounts receivable:
    Trade, less allowances of $5,124
      and $3,869                                         49,302        59,492
    Other                                                 3,852         2,837
                                                       --------      --------
                                                         53,154        62,329
  Inventories:
    Finished goods                                       90,333        80,547
    Work in process                                       5,874         5,829
    Raw materials                                         2,753         2,844
    Operating supplies                                      619           669
                                                       --------      --------
                                                         99,579        89,889
  Prepaid expenses and deferred taxes                     8,269         8,028
                                                       --------      --------
Total current assets                                    163,903       164,164

Other assets:
  Repair parts inventories                                5,665         5,684
  Intangibles, net of accumulated
    amortization of $2,723 and $2,647                     9,482         9,558
  Pension assets                                         15,944        14,625
  Deferred software, net of accumulated
    amortization of $6,781 and $6,181                     5,320         5,728
  Other assets                                              435           379
  Investments                                            83,469        82,835
  Goodwill, net of accumulated
    amortization of $15,031 and $14,651                  45,948        46,328
                                                       --------      --------
                                                        166,263       165,137
Property, plant and equipment, at cost                  218,684       217,584
  Less accumulated depreciation                         115,900       112,490
                                                       --------      --------
  Net property, plant and equipment                     102,784       105,094
                                                       --------      --------
Total assets                                           $432,950      $434,395
                                                       ========      ========


Note: The condensed consolidated balance sheet at December 31, 1999 has been
derived from the audited consolidated financial statements at that date but does
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.


                             See accompanying notes.



                                       4
<PAGE>   5

                                   LIBBEY INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)


                                                      March 31,     December 31,
                                                        2000            1999
                                                        ----            ----
                                                     (unaudited)       (Note)

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable                                       $   3,151      $   8,655
  Accounts payable                                       23,575         29,126
  Salaries and wages                                      9,087         22,804
  Capacity realignment reserve                            2,683          3,692
  Accrued liabilities                                    28,402         24,777
  Income taxes                                            1,940          5,971
  Long-term debt due within one year                     20,000             --
                                                      ---------      ---------
Total current liabilities                                88,838         95,025

Long-term debt                                          170,000        170,000
Deferred taxes                                           19,236         18,392
Other long-term liabilities                               7,645          6,594
Nonpension retirement benefits                           51,845         52,541

Shareholders' equity:
  Common stock, par value $.01 per share,
    50,000,000 shares authorized,
    17,767,926 shares issued and outstanding,
    including 2,575,800 treasury shares
    (17,747,753 shares issued and outstanding
    including 2,498,000 treasury shares in 1999)            152            152
  Capital in excess of par value                        283,128        282,734
  Treasury stock                                        (72,137)       (70,061)
  Deficit                                              (114,736)      (119,995)
  Accumulated other comprehensive loss                   (1,021)          (987)
                                                      ---------      ---------
Total shareholders' equity                               95,386         91,843
                                                      ---------      ---------
Total liabilities and shareholders' equity            $ 432,950      $ 434,395
                                                      =========      =========


Note: The condensed consolidated balance sheet at December 31, 1999 has been
derived from the audited consolidated financial statements at that date but does
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.


                             See accompanying notes.



                                       5
<PAGE>   6

                                  LIBBEY INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                  (unaudited)


                                                    Three months ended March 31,
                                                        2000            1999
                                                        ----            ----

Operating activities
  Net income                                          $  6,402        $  3,983
  Adjustments to reconcile net income to
    net cash provided by (used in)
    operating activities:
      Depreciation                                       3,836           3,976
      Amortization                                       1,056             962
      Other non-cash charges                               389          (2,122)
      Equity earnings                                     (571)           (476)
      Capacity realignment charge                           --           2,227
      Net change in components of working
        capital and other assets                       (21,789)         (8,028)
                                                      --------        --------
Net cash provided by (used in) operating
  activities                                           (10,677)            522

Investing activities
  Additions to property, plant and equipment            (1,943)         (1,470)
  Dividends received from equity investment                 --             517
  Other                                                    (63)             --
                                                      --------        --------
Net cash used in investing activities                   (2,006)           (953)

Financing activities
  Net bank credit facility activity                     20,000          29,600
  Other net borrowings                                  (5,504)        (14,195)
  Stock options exercised                                  394             216
  Treasury shares purchased                             (2,076)        (15,463)
  Dividends                                             (1,142)         (1,221)
                                                      --------        --------
Net cash provided by (used in) financing
  activities                                            11,672          (1,063)

Effect of exchange rate fluctuations on cash                (6)             39
                                                      --------        --------
Decrease in cash                                        (1,017)         (1,455)

Cash at beginning of year                                3,918           3,312
                                                      --------        --------
Cash at end of period                                 $  2,901        $  1,857
                                                      ========        ========


                             See accompanying notes.



                                       6
<PAGE>   7

                                   LIBBEY INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   Dollars in thousands, except per share data
                                   (unaudited)


1. LONG-TERM DEBT

The Company and its Canadian subsidiary have an unsecured agreement ("Bank
Credit Agreement" or "Agreement") with a group of banks which provides for a
Revolving Credit and Swing Line Facility ("Facility") permitting borrowings up
to an aggregate total of $380 million, maturing May 1, 2002. Swing Line
borrowings are limited to $25 million with interest calculated at the prime rate
minus the Commitment Fee Percentage. Revolving Credit borrowings bear interest
at the Company's option at either the prime rate minus the Commitment Fee
Percentage, or a Eurodollar rate plus the Applicable Eurodollar Margin. The
Commitment Fee Percentage and Applicable Eurodollar Margin will vary depending
on the Company's performance against certain financial ratios. The Commitment
Fee Percentage and the Applicable Eurodollar Margin were 0.125% and 0.225%,
respectively, at March 31, 2000. The Company may also elect to borrow under a
Negotiated Rate Loan alternative of the Revolving Credit and Swing Line Facility
at floating rates of interest, up to a maximum of $190 million. The Revolving
Credit and Swing Line Facility also provides for the issuance of $35 million of
letters of credit, with such usage applied against the $380 million limit. At
March 31, 2000 the Company had $5.2 million in letters of credit outstanding
under the Facility.

The Company has entered into interest rate protection agreements ("Rate
Agreements") with respect to $75 million of debt under its Bank Credit Agreement
as a means to manage its exposure to fluctuating interest rates. The Rate
Agreements effectively convert this portion of the Company's Bank Credit
Agreement borrowings from variable rate debt to a fixed rate basis, thus
reducing the impact of interest rate changes on future income. The average
interest rate for the Company's borrowings related to the Rate Agreements at
March 31, 2000 was 6.60% for an average remaining period of 2.1 years. The
remaining debt not covered by the Rate Agreements has fluctuating interest rates
with a weighted average rate of 6.36% at March 31, 2000.

The interest rate differential to be received or paid under the Rate Agreements
is being recognized over the life of the Rate Agreements as an adjustment to
interest expense. If the counterparts to these Rate Agreements fail to perform,
the Company would no longer be protected from interest rate fluctuations by
these Rate Agreements. However, the Company does not anticipate nonperformance
by the counterparts.

The Company must pay a commitment fee ("Commitment Fee Percentage") on the total
credit provided under the Bank Credit Agreement. No



                                       7
<PAGE>   8

compensating balances are required by the Agreement. The Agreement requires the
maintenance of certain financial ratios, restricts the incurrence of
indebtedness and other contingent financial obligations, and restricts certain
types of business activities and investments.

The Company guarantees $30.0 million of Vitrocrisa Holdings' debt as of
March 31, 2000.


2. SIGNIFICANT SUBSIDIARY

Summarized combined financial information for equity investments, which includes
the 49% ownership in Vitrocrisa, which manufactures, markets and sells glass
tableware (e.g. beverageware, plates, bowls, serveware and accessories) and
industrial glassware (e.g. coffee pots, blender jars, meter covers, glass covers
for cooking ware and lighting fixtures sold to original equipment manufacturers)
and the 49% ownership in Crisa Industrial, L.L.C., which distributes industrial
glassware in the U.S. and Canada for Vitrocrisa, for 2000 and 1999 is as
follows:

                                                  March 31,        December 31,
                                                    2000               1999
                                                    ----               ----
Current assets                                    $ 77,967           $ 77,462
Non-current assets                                 132,322            129,915
- -----------------------------------------------------------------------------
  Total assets                                     210,289            207,377
Current liabilities                                 73,776             93,431
Other liabilities and deferred items               117,131             96,389
- -----------------------------------------------------------------------------
  Total liabilities and deferred items             190,907            189,820
- -----------------------------------------------------------------------------
Net assets                                        $ 19,382           $ 17,557
=============================================================================



                                       8
<PAGE>   9

                                                       For three months ended
                                                              March 31,
                                                     --------------------------
                                                       2000              1999
                                                       ----              ----

Net sales                                            $ 45,627          $ 38,746
  Cost of sales                                        32,653            27,335
                                                     --------------------------
Gross profit                                           12,974            11,411
  Operating expenses                                    5,258             4,503
                                                     --------------------------
Income from operations                                  7,716             6,908
  Other income (loss)                                     371              (465)
                                                     --------------------------
Earnings before finance costs and taxes                 8,087             6,443
  Interest expense                                      2,690             3,146
  Translation gain (loss)                                (705)             (370)
                                                     --------------------------
Earnings before income taxes and profit sharing         4,692             2,927
- -------------------------------------------------------------------------------
  Income taxes and profit sharing                       2,661             1,091
- -------------------------------------------------------------------------------
Net income                                           $  2,031          $  1,836
===============================================================================


3. CASH FLOW INFORMATION

Interest paid in cash aggregated $2,894 and $2,951 for the first three months of
2000 and 1999, respectively. Income taxes paid in cash aggregated $6,929 and
$963 for the first three months of 2000 and 1999, respectively.


4. NET INCOME PER SHARE OF COMMON STOCK

Basic net income per share of common stock is computed using the weighted
average number of shares of common stock outstanding. Diluted net income per
share of common stock is computed using the weighted average number of shares of
common stock outstanding and includes common share equivalents.



                                       9
<PAGE>   10

The following table sets forth the computation of basic and diluted earnings per
share (dollars in thousands, except per-share amounts):


Quarter ended March 31,                                    2000          1999
- ----------------------------------------------------       ----          ----

Numerator for basic and diluted earnings per share--
net income which is available to common shareholders       $ 6,402       $ 3,983

Denominator for basic earnings per share--
weighted-average shares outstanding                     15,241,738    16,401,293

Effect of dilutive securities--
employee stock options                                     282,628       325,055
                                                       -----------    ----------
Denominator for diluted earnings per share--
adjusted weighted-average shares and assumed
conversions                                             15,524,366    16,726,348

Basic earnings per share                                    $ 0.42        $ 0.24
Diluted earnings per share                                  $ 0.41        $ 0.24


5. COMPREHENSIVE INCOME

The Company's components of comprehensive income are net income and foreign
currency translation adjustments. During the first quarter of 2000 and 1999,
total comprehensive income amounted to $6,368 and $4,091 respectively.


6. NEW ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (Statement 133)
which establishes new procedures for accounting for derivatives and hedging
activities and supersedes and amends a number of existing standards. Statement
133 is effective for fiscal years beginning after June 15, 2000, and the Company
has not determined its impact.


7. CAPACITY REALIGNMENT CHARGE

On December 31, 1998 the Company with the approval of the Board of Directors
adopted a formal, written and specific plan to realign the production capacity
of the Company. The primary thrust of the plan was the closing of the
Wallaceburg, Ontario, manufacturing and distribution facility, the realignment
of its production and distribution activities to other facilities and the
Company's Mexican



                                       10
<PAGE>   11

joint venture partner and the exiting of the glass bottle business serviced out
of Wallaceburg. The Company recorded a capacity realignment charge of
approximately $20.0 million in the fourth quarter of 1998, which included $10.0
million for severance and related employee costs, $7.6 million for write-off of
fixed assets (primarily equipment) and $2.4 million for supply inventories,
repair parts and other costs. An additional charge was recorded in the first
quarter 1999 of $2.2 million, which included $1.5 million for enhanced severance
and related employee costs, $0.3 million for write-off of fixed assets
(primarily equipment) and $0.4 million for write-off of inventories and other
costs.

The Wallaceburg facility ceased production in May 1999, and the limited
remaining warehouse operations will terminate in 2000. The fixed assets, supply
inventories and repair parts not being transferred have been written down to a
nominal amount. The Wallaceburg property is presently held for sale; however, if
a buyer is not located, it will be abandoned. The Company terminated the
employment of virtually all of its 560 salary and hourly employees and included
severance and related employee costs in its capacity realignment charge at the
time when such severance benefits were disclosed to the employees. These
severance and related employee costs were paid primarily when production ceased.

During the fourth quarter of 1999, the Company assessed the capacity realignment
reserve by activity and reduced it by approximately $1.2 million, primarily for
a reduction in severance and related costs. This resulted in a net provision for
1999 of approximately $1.0 million. The majority of the capacity realignment
reserve balance at December 31, 1999, was for the demolition of glass furnaces
and the related costs to ready the plant facility for sale or abandonment and
the remaining disposition of certain fixed assets and inventories.



                                       11
<PAGE>   12

The following table sets forth the details and activity of the various
components of the capacity realignment reserve for the first quarter 2000.

<TABLE>
<CAPTION>
                          Balance as of   Write-off of                   Effect of        Balance as of
                          December 31,    Assets to       Cash          Translation       March 31,
Activity                  1999            Reserve       Payments        Adjustments       2000
- --------                  ----            -------       --------        -----------       ----
<S>                       <C>             <C>           <C>             <C>               <C>
Severance and related
  employee cost              $   275                      $ 20             $  1              $  254
Asset write-downs:
 Fixed assets
                               2,992          435          503               11               2,043
   Inventories and other         425           --           39               --                 386
- -------------------------------------------------------------------------------------------------------
Total                        $ 3,692         $435         $562             $ 12              $2,683
=======================================================================================================
</TABLE>



                                       12
<PAGE>   13

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS - FIRST QUARTER 2000 COMPARED WITH FIRST QUARTER 1999

                                                         Three months ended
                                                             March 31,
                                                        -------------------
                                                       (dollars in thousands)

                                                        2000             1999
                                                      -------           -------

Net sales                                             $96,761           $95,280

Gross profit                                          $27,614           $23,936
As a percentage of sales                                 28.5%             25.1%

Income from operations excluding capacity
  realignment charge                                  $12,878           $11,233
As a percentage of sales                                 13.3%             11.8%

Income from operations                                $12,878           $ 9,006
As a percentage of sales                                 13.3%              9.5%

Earnings before interest and income taxes             $13,156           $ 9,474
As a percentage of sales                                 13.6%              9.9%

Net income                                            $ 6,402           $ 3,983
As a percentage of sales                                  6.6%              4.2%


Net sales for the first quarter of 2000 of $96.8 million increased 1.6% from net
sales of $95.3 million reported in the comparable period in 1999. Growth in
dinnerware, flatware and glassware sales to foodservice customers and glassware
sales to industrial customers were the major contributors, offset by lower
retail sales. The Company's decision to exit low margin bottleware and certain
low margin retail business, which totaled approximately $5 million in the first
quarter last year, limited sales growth but resulted in improved profit margins.
Export sales, which include sales to Libbey's customers in Canada, decreased
11.8% to $11.7 million from $13.3 million in the year-ago period. The decrease
was the result of the decision to exit the production of bottleware in Canada,
which reduced sales by $1.4 million.

Gross profit increased 15.4% to $27.6 million in the first quarter of 2000
compared to $23.9 million in the first quarter of 1999, and increased as a
percentage of sales to 28.5% from 25.1%.

Income from operations increased 43.0% to $12.9 million from $9.0 million in the
year-ago period. The reasons for the increase were improved sales mix, the
continued benefits of lower operating costs associated with capacity realignment
efforts and a charge in last



                                       13
<PAGE>   14

year's first quarter of $2.2 million related to the Company's realignment of its
glass tableware production. Partially offsetting these gains were increases in
sales commissions resulting from higher foodservice sales, higher research and
development expenses and an increase in the provision for bad debts. Excluding
the capacity realignment charge taken in 1999, income from operations increased
14.6%.

Earnings before interest and income taxes (EBIT) increased 38.9% to $13.2
million from $9.5 million in the first quarter last year. Excluding the capacity
realignment charge, EBIT was up 12.4%. Equity earnings increased 20.0% to $0.6
from $0.5 million.

Net income increased 60.7% to $6.4 million or 41 cents per diluted share from
$4.0 million or 24 cents per diluted share in the year-ago period due to items
discussed above as well as a decrease in the Company's effective tax rate from
37.5% in 1999 to 36.75% in 2000. The reduction in the Company's effective tax
rate is primarily attributable to lower state income taxes. In addition, diluted
shares outstanding declined to 15.5 million from 16.7 million in the year-ago
period primarily due to the Company's share repurchase programs. As of March 31,
2000, the Company has repurchased 2.6 million shares.


CAPITAL RESOURCES AND LIQUIDITY

The Company had total debt of $193.2 million at March 31, 2000, compared to
$206.6 million at December 31, 1999. Inventories increased $2.3 million compared
to the year-ago period. Seasonal increases in receivables and inventory through
March 31, 2000 along with reduced liabilities were responsible for the increased
debt during the quarter of $14.5 million. During the quarter, the Company
purchased 77,800 shares pursuant to its share repurchase plan for $2.1 million.
Since mid 1998, the Company has repurchased 2,575,800 shares for $72.1 million.
Board authorization remains for the purchase of an additional 1,049,200 shares.
In addition, Libbey did not receive a dividend from its investment in Crisa
Industrial in the first quarter 2000 compared to a dividend from Crisa
Industrial of $0.5 million in first quarter 1999. The Company had additional
debt capacity at March 31, 2000 under the Bank Credit Agreement of $184.8
million. Of Libbey's outstanding indebtedness, $118.2 million is subject to
fluctuating interest rates at March 31, 2000. A change of one percentage point
in such rates would result in a change in interest expense of approximately $1.2
million on an annual basis as of March 31, 2000.

The Company is not aware of any trends, demands, commitments, or uncertainties
which will result or which are reasonably likely to result in a material change
in Libbey's liquidity. The Company believes that its cash from operations and
available borrowings under



                                       14
<PAGE>   15

the Bank Credit Agreement will be sufficient to fund its operating requirements,
capital expenditures and all other obligations (including debt service and
dividends) throughout the remaining term of the Bank Credit Agreement.

In addition, the Company anticipates refinancing the Bank Credit Agreement at or
prior to the maturity date of May 1, 2002 to meet the Company's longer term
funding requirements.


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks due to changes in currency values,
although the majority of the Company's revenues and expenses are denominated in
the U.S. dollar. The currency market risks include devaluations and other major
currency fluctuations relative to the U.S. dollar that could reduce the cost
competitiveness of the Company's products compared to foreign competition and
the effect of exchange rate changes to the value of the Mexican peso relative to
the U.S. dollar and the impact of those changes on the earnings and cash flow of
the Company's joint venture in Mexico, Vitrocrisa, expressed under U.S. GAAP.

The Company is exposed to market risks associated with changes in interest rates
in the U.S. However, the Company has entered into Interest Rate Protection
Agreements (Rate Agreements) with respect to $75.0 million of debt as a means to
manage its exposure to fluctuating interest rates. The Rate Agreements
effectively convert this portion of the Company's borrowings from variable rate
debt to a fixed-rate basis, thus reducing the impact of interest rate changes on
future income. The average interest rate for the Company's borrowings related to
the Rate Agreements at March 31, 2000, was 6.60% for an average remaining period
of 2.1 years. Total remaining debt not covered by the Rate Agreements has
fluctuating interest rates with a weighted average rate of 6.36% at March 31,
2000. The Company had $118.2 million of debt subject to fluctuating interest
rates at March 31, 2000. A change of one percentage point in such rates would
result in a change in interest expense of approximately $1.2 million on an
annual basis.

The interest rate differential to be received or paid under the Rate Agreements
is being recognized over the life of the Rate Agreements as an adjustment to
interest expense. If the counterparts to these Rate Agreements fail to perform,
the Company would no longer be protected from interest rate fluctuations by
these Rate Agreements. However, the Company does not anticipate nonperformance
by the counterparts. At December 31, 1999, the carrying value of the long-term
debt approximates its fair value based on the Company's current incremental
borrowing rates. The fair market value for the Company's Interest Rate
Protection Agreements at December 31, 1999, was $0.9 million.



                                       15
<PAGE>   16

The fair value of long-term debt is estimated based on borrowing rates currently
available to the Company for loans with similar terms and maturities. The fair
value of the Company's Rate Agreements is based on quotes from brokers for
comparable contracts. The Company does not expect to cancel these agreements and
expects them to expire as originally contracted.


OTHER INFORMATION

This document and supporting schedules contain forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. 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, 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 devaluations and
other major currency fluctuations relative to the U.S. dollar 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
glassware sales from its capacity realignment efforts and re-engineering
programs, or within the intended time periods; inability to achieve targeted
manufacturing efficiencies at Syracuse China and cost synergies between World
Tableware and the Company's other operations; significant increases in interest
rates that increase the Company's borrowing costs and per unit increases in the
costs for natural gas, corrugated packaging and other purchased materials;
protracted work stoppages related to collective bargaining agreements; increased
competition from foreign suppliers endeavoring to sell glass tableware in the
United States; major slowdowns in the retail, travel or entertainment industries
in the United States or Canada; whether the Company completes any significant
acquisition, and whether such acquisitions can operate profitably.


PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a.) Exhibits



                                       16
<PAGE>   17

Exhibit
Number        Description
- ------        -----------
27            Other Financial Information

        (b.)  A form 8-K was filed during the first quarter, dated February 2,
              2000, with respect to an announcement that the Board of Directors
              authorized the repurchase of up to 1,000,000 shares of the
              Company's common stock in open market and negotiated purchases in
              addition to announcing the Company's fourth quarter 1999 operating
              results.


                                   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 thereunto duly authorized.


                                    LIBBEY INC.

Date May 15, 2000                   By /s/ Kenneth G. Wilkes
     ------------                      ------------------------------------
                                    Kenneth G. Wilkes,
                                    Vice President, Chief Financial Officer
                                    (Principal Accounting Officer)



                                       17
<PAGE>   18

                                  EXHIBIT INDEX



EXHIBIT
  NO.              DESCRIPTION
- -------            -----------
  27               Other Financial Information







                                       18

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                           2,901
<SECURITIES>                                         0
<RECEIVABLES>                                   53,154
<ALLOWANCES>                                         0
<INVENTORY>                                     99,579
<CURRENT-ASSETS>                               163,903
<PP&E>                                         218,684
<DEPRECIATION>                                 115,900
<TOTAL-ASSETS>                                 432,950
<CURRENT-LIABILITIES>                           88,838
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           152
<OTHER-SE>                                      95,234
<TOTAL-LIABILITY-AND-EQUITY>                   432,950
<SALES>                                         96,761
<TOTAL-REVENUES>                                97,394
<CGS>                                           69,147
<TOTAL-COSTS>                                   84,516
<OTHER-EXPENSES>                                 (278)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,035
<INCOME-PRETAX>                                 10,121
<INCOME-TAX>                                     3,719
<INCOME-CONTINUING>                              6,402
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,402
<EPS-BASIC>                                       0.42
<EPS-DILUTED>                                     0.41


</TABLE>


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