Exhibit 99.1
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE Monthly Operating Report For the |
Month Ending June 30th, 2020 |
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| REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached |
| Schedule of Cash Receipts and Disbursements | MOR-1 | X | |
| Bank Reconciliation (or copies of debtor's bank reconciliations) | MOR-1a | | X |
| Schedule of Cash Disbursements by Legal Entity | MOR-1b | X | |
| Schedule of Professional Fees Paid | MOR-1c | X | |
| Copies of bank statements | | | X |
| Cash disbursements journals | | | X |
| Statement of Operations | MOR-2 | X | |
| Balance Sheet | MOR-3 | X | |
| Status of Post-petition Taxes | MOR-4a | X | |
| Declaration Regarding the Status of Post-Petition Taxes | MOR-4a | X | |
| Copies of IRS Form 6123 or payment receipt | | | X |
| Copies of tax returns filed during reporting period | | | X |
| Consolidated Aging of Accounts Payable not Subject to Compromise | MOR-4 | X | |
| Accounts Receivable Reconciliation and Aging | MOR-5 | X | |
| Debtor Questionnaire | MOR-5 | X | |
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This Monthly Operating Report ("MOR") has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Debtors' chapter 11 cases and is in a format acceptable to the United States Trustee. The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with U.S. GAAP. |
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I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief. |
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/s/ Juan Amezquita | | July 30, 2020 |
Signature of Authorized Individual 1 | | Date |
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Juan Amezquita | | Senior Vice President, Chief Financial Officer |
Printed Name of Authorized Individual | | Title of Authorized Individual |
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Notes: | | | | | | |
(1) Signatory is duly authorized by the Debtors to sign this monthly operating report. | | | |
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
General Notes
Debtor-in-Possession Financial Statements
The financial statements and supplemental information contained herein are unaudited, preliminary, and may not comply with generally accepted accounting principles in the United States of America ("U.S. GAAP") in all material respects.
Accounting Standards Codification (“ASC”) Topic 852, “Reorganizations” (“ASC Topic 852”), which is applicable to companies in chapter 11, generally does not change the manner in which financial statements are prepared. It does require, however, that the financial statements for periods subsequent to the filing of the chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The Debtors’ condensed combined financial statements contained herein have been prepared in accordance with the guidance in ASC Topic 852. The unaudited condensed combined financial statements have been derived from the books and records of the Debtors. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon the application of such procedures, the Debtors believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this report includes primarily normal recurring adjustments, but does not include all of the adjustments that would typically be made in accordance with U.S. GAAP.
The results of operations contained herein are not necessarily indicative of results which may be expected from any other period or for the full year and may not necessarily reflect the results of operations, financial position and cash flows of the Debtors in the future.
The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. The financial statements provided here do not include consolidated results for Libbey, Inc. (the "Company") as the Company has several non-debtor subsidiaries.
Intercompany Transactions
Intercompany transactions between the Debtors have not been eliminated in the financial statements contained herein. For Balance Sheet illustrative purposes, the intercompany transactions have been presented as an "eliminations" column. No conclusion as to the legal obligation related to these intercompany transactions is made by the presentation herein.
Liabilities Subject to Compromise
As a result of the chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will ultimately be settled or treated cannot be made until the Bankruptcy Court approves a chapter 11 plan of reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time. Prepetition liabilities that are subject to compromise have been reported at the amounts expected to be allowed as claims, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise are preliminary and may be subject to future adjustments depending on Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.
Reorganization Items
Expenses and income directly associated with the chapter 11 filings have been reported separately in the income statement as reorganization items. Reorganization items includes expenses related to legal advisory and representation services, other professional consulting and advisory services, debtor-in-possession financing fees and changes in liabilities subject to compromise recognized as there are changes in amounts expected to be allowed as claims.
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT |
DISTRICT OF DELAWARE |
MOR-1 |
CONSOLIDATED STATEMENT OF CASH FLOWS |
For the Period of June 1, 2020 through June 30, 2020 |
(US Dollars in Thousands) |
(Unaudited) |
| | CF Period of June 1, 2020 through June 30, 2020 | |
Receipts: | | | | |
Total Receipts | | $ | 15,504 | |
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Disbursements: | | | | |
Operating Disbursements - 3rd Party | | | (14,552 | ) |
Operating Disbursements - Non-Debtor Affiliate | | | (1,186 | ) |
Net Operating Cash Flow | | | (234 | ) |
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Non-Operating Disbursements: | | | | |
Professional Fees (1) | | | (192 | ) |
Interest Payments / Fees (2) | | | (73 | ) |
Total Non-Operating Disbursements | | | (264 | ) |
Total Chapter 11 Items (2) | | | (100 | ) |
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Total Disbursements (3) | | | (16,102 | ) |
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Net Cash Flow | | $ | (598 | ) |
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Cash Balance: | | | | |
Beginning Cash Book Balance | | $ | 6,911 | |
Net Cash Flow (excl. Draws/Paydowns) | | | (598 | ) |
Draws/Paydowns (4) | | | 7,888 | |
Exchange Rate Gain/(Loss) (5) | | | 5 | |
Difference in O/S Checks relative to G/L | | | 451 | |
Ending Cash Book Balance | | $ | 14,657 | |
Notes: |
(1) Supporting detail by professional included in MOR 1-C |
(2) Excludes fees and interest paid from the DIP Term Loan funds but never received by the debtor |
(3) Supporting detail by legal entity in MOR 1-B |
(4) Includes $30M inflow from DIP Term Loan draw less fees and interest paid but never received by the debtor |
(5) Conversion from CAD account (last 4 digits 3101) |
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
MOR-1a: Debtor's Statements With Respect To Bank Account Reconciliations And Bank Statements
Bank Account Reconciliations
The Debtor affirms that reconciliations for all open and active bank accounts are prepared monthly and maintained by the Debtor. Upon request, the Debtor will provide all bank reconciliations to the U.S. Trustee.
Bank Statements
The Debtor affirms that bank statements for all open and active bank accounts are maintained by the Debtor. Upon request, the Debtor will provide all bank statements to the U.S. Trustee.
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| MOR-1b: SCHEDULE OF DISBURSEMENTS BY LEGAL ENTITY |
| (US Dollars in Thousands) |
Debtor Entity | | Bankruptcy Case Number | | | Disbursements | |
LGA3 Corp. | | 20-11456 | | | $ | - | |
LGA4 Corp. | | 20-11453 | | | | - | |
LGAC LLC | | 20-11450 | | | | - | |
LGAU Corp. | | 20-11455 | | | | - | |
LGC Corp. | | 20-11447 | | | | - | |
LGFS Inc. | | 20-11444 | | | | - | |
Libbey Glass Inc. | | 20-11439 | | | | 14,132 | |
Libbey Inc. | | 20-11440 | | | | - | |
Libbey.com LLC | | 20-11443 | | | | 2 | |
Syracuse China Company | | 20-11446 | | | | 170 | |
The Drummond Glass Company | | 20-11448 | | | | 34 | |
World Tableware Inc. | | 20-11451 | | | | 1,764 | |
Total (1) | | | | | $ | 16,102 | |
Notes: |
(1) All disbursements made out of accounts held by Libbey Glass Inc. Schedule illustrates the disbursements made on behalf of all other Libbey debtor entities |
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
MOR 1c: SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID |
(US Dollars in Thousands) |
| | | June | | | Case-To-Date | |
PAYEE | Role in the case | | Fees & Expenses | |
Loyens Loeff | Local Counsel for the Term Loan B | | $ | (166 | ) | | $ | (166 | ) |
Gomez-Acebo & Pombo | Local Counsel for the Term Loan B | | | (26 | ) | | | (26 | ) |
Total | | $ | (192 | ) | | $ | (192 | ) |
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT |
DISTRICT OF DELAWARE |
MOR-2 |
DEBTOR STATEMENT OF OPERATIONS |
Month Ending June 30th, 2020 |
(US Dollars in Thousands) |
(Unaudited) |
| | LGA3 Corp. | | LGA4 Corp. | | LGAC LLC | | LGAU Corp. | | LGC Corp. | | LGFS Inc. | | Libbey Glass Inc. | | Libbey Inc. | | Libbey.com LLC | | Syracuse China Company | | The Drummond Glass Company | | World Tableware Inc. |
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Net sales | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 17,663 | | | $ | - | | | $ | - | | | $ | 478 | | | $ | 273 | | | $ | 2,064 | |
Freight billed to customers | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 35 | | | | - | | | | - | | | | 8 | | | | - | | | | 10 | |
Total revenues | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 17,698 | | | | - | | | | - | | | | 486 | | | | 273 | | | | 2,074 | |
Cost of sales | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (18,489 | ) | | | - | | | | (1 | ) | | | (271 | ) | | | (189 | ) | | | (1,604 | ) |
Gross profit (loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (791 | ) | | | - | | | | (1 | ) | | | 215 | | | | 84 | | | | 470 | |
Selling, general and administrative expenses | | | - | | | | - | | | | - | | | | 21 | | | | 18 | | | | - | | | | (2,640 | ) | | | - | | | | - | | | | (194 | ) | | | (3 | ) | | | (503 | ) |
Asset Impairments | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1 | ) | | | - | | | | - | | | | - | | | | - | | | | 1 | |
Operating income (loss) | | | - | | | | - | | | | - | | | | 21 | | | | 18 | | | | - | | | | (3,432 | ) | | | - | | | | (1 | ) | | | 21 | | | | 82 | | | | (32 | ) |
Other Income / (Expense) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 188 | | | | - | | | | - | | | | 26 | | | | - | | | | - | |
Gain (loss) before interest and income taxes | | | - | | | | - | | | | - | | | | 21 | | | | 18 | | | | - | | | | (3,244 | ) | | | - | | | | (1 | ) | | | 47 | | | | 82 | | | | (32 | ) |
Interest income (expense) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 99 | | | | - | | | | - | | | | - | | | | - | | | | - | |
Reorganization items, net | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (25,857 | ) | | | - | | | | - | | | | - | | | | - | | | | - | |
Gain (loss) before income taxes | | | - | | | | - | | | | - | | | | 21 | | | | 18 | | | | - | | | | (29,003 | ) | | | - | | | | (1 | ) | | | 47 | | | | 82 | | | | (32 | ) |
Provision (benefit) for income taxes | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (28 | ) | | | - | | | | - | | | | - | | | | - | | | | - | |
Net income (loss) | | $ | - | | | $ | - | | | $ | - | | | $ | 21 | | | $ | 18 | | | $ | - | | | $ | (29,030 | ) | | $ | - | | | $ | (1 | ) | | $ | 47 | | | $ | 82 | | | $ | (32 | ) |
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT |
DISTRICT OF DELAWARE |
MOR-3 Filing Date |
Debtor Balance Sheet |
June 1, 2020 |
(US Dollars in Thousands) |
(Unaudited) |
| | LGA3 Corp. | | | LGA4 Corp. | | | LGAC LLC | | | LGAU Corp. | | | LGC Corp. | | | LGFS Inc. | | | Libbey Glass Inc. | | | Libbey Inc. | | | Libbey.com LLC | | | Syracuse China Company | | | The Drummond Glass Company | | | World Tableware Inc. | | | Eliminations | | | Total | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 6,894 | | | $ | - | | | $ | - | | | $ | - | | | $ | 17 | | | $ | - | | | $ | - | | | $ | 6,911 | |
Accounts receivable — net | | | - | | | | - | | | | - | | | | - | | | | 13,298 | | | | 202 | | | | 37,231 | | | | 63,251 | | | | 265 | | | | 38,873 | | | | 529 | | | | 39,892 | | | | (154,478 | ) | | | 39,062 | |
Inventories — net | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 65,609 | | | | - | | | | - | | | | 6,911 | | | | 293 | | | | 22,727 | | | | - | | | | 95,540 | |
Prepaid and other current assets | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 9,450 | | | | - | | | | - | | | | 13 | | | | - | | | | 77 | | | | (758 | ) | | | 8,781 | |
Total current assets | | | - | | | | - | | | | - | | | | - | | | | 13,298 | | | | 202 | | | | 119,184 | | | | 63,251 | | | | 265 | | | | 45,797 | | | | 838 | | | | 62,696 | | | | (155,237 | ) | | | 150,294 | |
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Pension Asset | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,320 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,320 | |
Purchased intangible assets — net | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 541 | | | | - | | | | - | | | | 800 | | | | - | | | | - | | | | (1 | ) | | | 1,340 | |
Goodwill | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1 | ) | | | - | |
Other assets | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 10,892 | | | | - | | | | - | | | | 370 | | | | - | | | | - | | | | 15 | | | | 11,277 | |
Investments in subsidiaries | | | 187,582 | | | | (4,924 | ) | | | - | | | | - | | | | - | | | | - | | | | 397,776 | | | | (8,974 | ) | | | - | | | | - | | | | - | | | | - | | | | (374,363 | ) | | | 197,097 | |
Operating lease right-of-use assets | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 29,410 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 29,410 | |
Property, plant and equipment — net | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 91,046 | | | | - | | | | - | | | | - | | | | 43 | | | | 86 | | | | - | | | | 91,175 | |
Total assets | | $ | 187,582 | | | $ | (4,924 | ) | | $ | - | | | $ | - | | | $ | 13,298 | | | $ | 202 | | | $ | 655,170 | | | $ | 54,277 | | | $ | 265 | | | $ | 46,966 | | | $ | 881 | | | $ | 62,782 | | | $ | (529,587 | ) | | $ | 486,912 | |
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Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 100 | | | $ | 3 | | | $ | 951 | | | $ | 291 | | | $ | - | | | $ | - | | | $ | 153,479 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | (154,478 | ) | | $ | 346 | |
Salaries and wages | | | - | | | | - | | | | - | | | | (6 | ) | | | - | | | | - | | | | 7,680 | | | | - | | | | - | | | | 3 | | | | 11 | | | | 10 | | | | - | | | | 7,698 | |
Derivative Liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 4,692 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 4,692 | |
Accrued liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 18,506 | | | | - | | | | - | | | | 1,215 | | | | 15 | | | | 2,072 | | | | 126 | | | | 21,933 | |
Accrued income taxes | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 419 | | | | - | | | | - | | | | (35 | ) | | | - | | | | (195 | ) | | | - | | | | 188 | |
Non-pension post-retirement benefits (current portion) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,554 | | | | - | | | | - | | | | 151 | | | | - | | | | - | | | | - | | | | 3,705 | |
Operating lease liabilities (current portion) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,048 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,048 | |
Long-term debt due within one year | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 16,124 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 16,124 | |
Total current liabilities | | | 100 | | | | 3 | | | | 951 | | | | 285 | | | | - | | | | - | | | | 210,501 | | | | - | | | | - | | | | 1,334 | | | | 25 | | | | 1,887 | | | | (154,352 | ) | | | 60,734 | |
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Long-term debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 87,131 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 87,131 | |
Pension liability | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,186 | | | | - | | | | - | | | | (130 | ) | | | - | | | | - | | | | - | | | | 6,055 | |
Derivative liabities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 8,055 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 8,055 | |
Non-pension post-retirement benefits | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 43,441 | | | | - | | | | - | | | | 693 | | | | - | | | | - | | | | - | | | | 44,135 | |
Noncurrent operating lease liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 25,496 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 25,496 | �� |
Deferred income taxes | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,267 | ) | | | - | | | | - | | | | 204 | | | | (1 | ) | | | 114 | | | | 1,950 | | | | - | |
Other long-term liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,736 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,511 | ) | | | 2,225 | |
Total liabilities not subject to compromise | | | 100 | | | | 3 | | | | 951 | | | | 285 | | | | - | | | | - | | | | 382,280 | | | | - | | | | - | | | | 2,101 | | | | 24 | | | | 2,001 | | | | (153,914 | ) | | | 233,832 | |
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Liabilities subject to compromise: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 39,532 | | | | - | | | | - | | | | 672 | | | | - | | | | 7,047 | | | | - | | | | 47,251 | |
Accrued liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,283 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,283 | |
Pension liability | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 164 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 164 | |
Long-term debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 317,931 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 317,931 | |
Other long-term liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 406 | | | | - | | | | - | | | | 740 | | | | - | | | | - | | | | - | | | | 1,146 | |
Total liabilities subject to compromise | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 360,316 | | | | - | | | | - | | | | 1,412 | | | | - | | | | 7,047 | | | | - | | | | 368,775 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 100 | | | | 3 | | | | 951 | | | | 285 | | | | - | | | | - | | | | 742,596 | | | | - | | | | - | | | | 3,513 | | | | 24 | | | | 9,048 | | | | (153,914 | ) | | | 602,607 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stockholders' equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stockholders' equity | | | 187,483 | | | | (4,927 | ) | | | (951 | ) | | | (285 | ) | | | 13,298 | | | | 202 | | | | (87,427 | ) | | | 54,277 | | | | 265 | | | | 43,453 | | | | 856 | | | | 53,734 | | | | (375,673 | ) | | | (115,695 | ) |
Total liabilities and stockholders' equity | | $ | 187,582 | | | $ | (4,924 | ) | | $ | - | | | $ | - | | | $ | 13,298 | | | $ | 202 | | | $ | 655,170 | | | $ | 54,277 | | | $ | 265 | | | $ | 46,966 | | | $ | 881 | | | $ | 62,782 | | | $ | (529,587 | ) | | $ | 486,912 | |
UNITED STATES BANKRUPTCY COURT |
DISTRICT OF DELAWARE |
MOR-3 June |
Debtor Balance Sheet |
June 30, 2020 |
(US Dollars in Thousands) |
(Unaudited) |
| | LGA3 Corp. | | LGA4 Corp. | | LGAC LLC | | LGAU Corp. | | LGC Corp. | | LGFS Inc. | | Libbey Glass Inc. | | Libbey Inc. | | Libbey.com LLC | | Syracuse China Company | | The Drummond Glass Company | | World Tableware Inc. | | Eliminations | | Total |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 14,651 | | | $ | - | | | $ | - | | | $ | - | | | $ | 6 | | | $ | - | | | $ | - | | | $ | 14,657 | |
Accounts receivable — net | | | - | | | | - | | | | - | | | | - | | | | 13,316 | | | | 202 | | | | 43,016 | | | | 63,445 | | | | 264 | | | | 39,127 | | | | 656 | | | | 39,654 | | | | (153,263 | ) | | | 46,417 | |
Inventories — net | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 63,183 | | | | - | | | | - | | | | 6,746 | | | | 272 | | | | 21,703 | | | | - | | | | 91,903 | |
Prepaid and other current assets | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 8,170 | | | | - | | | | - | | | | 13 | | | | - | | | | 52 | | | | (758 | ) | | | 7,477 | |
Total current assets | | | - | | | | - | | | | - | | | | - | | | | 13,316 | | | | 202 | | | | 129,021 | | | | 63,445 | | | | 264 | | | | 45,886 | | | | 934 | | | | 61,409 | | | | (154,021 | ) | | | 160,455 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pension Asset | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,927 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,927 | |
Purchased intangible assets — net | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 540 | | | | - | | | | - | | | | 800 | | | | - | | | | 1 | | | | (1 | ) | | | 1,340 | |
Goodwill | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | (1 | ) | | | - | |
Other assets | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 10,662 | | | | - | | | | - | | | | 370 | | | | - | | | | - | | | | 15 | | | | 11,047 | |
Investments in subsidiaries | | | 187,582 | | | | (4,924 | ) | | | - | | | | - | | | | - | | | | - | | | | 397,776 | | | | (8,974 | ) | | | - | | | | - | | | | - | | | | - | | | | (374,363 | ) | | | 197,097 | |
Operating lease right-of-use assets | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 28,911 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 28,911 | |
Property, plant and equipment — net | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 90,004 | | | | - | | | | - | | | | - | | | | 42 | | | | 85 | | | | - | | | | 90,131 | |
Total assets | | $ | 187,582 | | | $ | (4,924 | ) | | $ | - | | | $ | - | | | $ | 13,316 | | | $ | 202 | | | $ | 663,842 | | | $ | 54,471 | | | $ | 264 | | | $ | 47,056 | | | $ | 975 | | | $ | 61,495 | | | $ | (528,371 | ) | | $ | 495,908 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Notes payable | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 141,698 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 141,698 | |
Accounts payable | | | 100 | | | | 3 | | | | 951 | | | | 270 | | | | - | | | | - | | | | 168,393 | | | | - | | | | - | | | | 11 | | | | - | | | | 154 | | | | (153,263 | ) | | | 16,619 | |
Salaries and wages | | | - | | | | - | | | | - | | | | (6 | ) | | | - | | | | - | | | | 8,510 | | | | - | | | | - | | | | 3 | | | | 12 | | | | 14 | | | | - | | | | 8,533 | |
Accrued liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 18,489 | | | | - | | | | - | | | | 1,157 | | | | 26 | | | | 1,695 | | | | 126 | | | | 21,494 | |
Accrued income taxes | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 397 | | | | - | | | | - | | | | (36 | ) | | | - | | | | (195 | ) | | | - | | | | 165 | |
Non-pension post-retirement benefits (current portion) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,554 | | | | - | | | | - | | | | 151 | | | | - | | | | - | | | | - | | | | 3,705 | |
Operating lease liabilities (current portion) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,043 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,043 | |
Total current liabilities | | | 100 | | | | 3 | | | | 951 | | | | 264 | | | | - | | | | - | | | | 347,083 | | | | - | | | | - | | | | 1,286 | | | | 38 | | | | 1,668 | | | | (153,137 | ) | | | 198,256 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pension liability | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,211 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,211 | |
Non-pension post-retirement benefits | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 43,315 | | | | - | | | | - | | | | 685 | | | | - | | | | - | | | | - | | | | 44,000 | |
Noncurrent operating lease liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 24,995 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 24,995 | |
Deferred income taxes | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,267 | ) | | | - | | | | - | | | | 204 | | | | (1 | ) | | | 114 | | | | 1,950 | | | | - | |
Other long-term liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,877 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,511 | ) | | | 2,366 | |
Total liabilities not subject to compromise | | | 100 | | | | 3 | | | | 951 | | | | 264 | | | | - | | | | - | | | | 423,215 | | | | - | | | | - | | | | 2,175 | | | | 37 | | | | 1,782 | | | | (152,698 | ) | | | 275,829 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities subject to compromise: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 36,962 | | | | - | | | | - | | | | 604 | | | | - | | | | 6,010 | | | | - | | | | 43,576 | |
Accrued liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,283 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,283 | |
Pension liability | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 164 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 164 | |
Long-term debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 317,931 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 317,931 | |
Other long-term liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 406 | | | | - | | | | - | | | | 740 | | | | - | | | | - | | | | - | | | | 1,146 | |
Total liabilities subject to compromise | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 357,746 | | | | - | | | | - | | | | 1,344 | | | | - | | | | 6,010 | | | | - | | | | 365,100 | |
Total liabilities | | | 100 | | | | 3 | | | | 951 | | | | 264 | | | | - | | | | - | | | | 780,960 | | | | - | | | | - | | | | 3,519 | | | | 37 | | | | 7,792 | | | | (152,698 | ) | | | 640,928 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stockholders' equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stockholders' equity | | | 187,483 | | | | (4,927 | ) | | | (951 | ) | | | (264 | ) | | | 13,316 | | | | 202 | | | | (117,119 | ) | | | 54,471 | | | | 264 | | | | 43,537 | | | | 938 | | | | 53,703 | | | | (375,673 | ) | | | (145,020 | ) |
Total liabilities and stockholders' equity | | $ | 187,582 | | | $ | (4,924 | ) | | $ | - | | | $ | - | | | $ | 13,316 | | | $ | 202 | | | $ | 663,842 | | | $ | 54,471 | | | $ | 264 | | | $ | 47,056 | | | $ | 975 | | | $ | 61,495 | | | $ | (528,371 | ) | | $ | 495,908 | |
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
MOR-4: SUMMARY OF UNPAID POST-PETITION DEBTS |
(US Dollars in Thousands) |
| | | | | | NUMBER OF DAYS PAST DUE | | | | | |
Debtor name | | Current | | | | 0-30 | | | | 31-60 | | | | 61-90 | | | Over 90 | | | Total | |
Libbey Glass Inc. | | | 16,019 | | | | 7 | | | | - | | | | - | | | | - | | | | 16,026 | |
Syracuse China Company | | | 11 | | | | - | | | | - | | | | - | | | | - | | | | 11 | |
World Tableware Inc. | | | 154 | | | | - | | | | - | | | | - | | | | - | | | | 154 | |
Total Gross Accounts Payable (1) | | | 16,185 | | | | 7 | | | | - | | | | - | | | | - | | | | 16,191 | |
Notes: |
(1) Variance from MOR-3 due to fully secured pre-petition trade payables (~$0.4M) |
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
MOR 4a: DECLARATION REGARDING THE STATUS OF POST-PETITION TAXES
Juan Amezquita hereby declares under penalty of perjury:
| 1. | For the period covered by this report, I was the chief financial officer of Libbey Glass, Inc. In that capacity I am familiar with the above-captioned debtors and debtors-in-possession (collectively the "Debtors") day-to-day operations, business affairs and books and records. I am authorized to submit this Declaration on behalf of the Debtors. |
| 2. | All statements in the Declaration are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors' operations and financial condition. If I were called upon to testify, I could and would testify to each of the facts set forth herein based on such personal knowledge, review of documents, discussions with other employees of the Debtors or opinion. |
| 3. | To the best of my knowledge and except as otherwise set forth in this Monthly Operating Report, all of the Debtors have filed all necessary federal, state and local tax returns and have timely made (or are in the process of remediating any immaterial late filings or payments) all related required post-petition tax payments. |
Dated: July 30, 2020 | | Respectfully submitted, |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | /s/ Juan Amezquita |
| | | | By: Juan Amezquita |
| | | | Title: Senior Vice President, Chief Financial Officer |
In re: LIBBEY GLASS INC., et. al. | Case No. | 20-11439 (LSS) |
Debtor | Reporting Period: | June 2020 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
MOR-5: ACCOUNTS RECEIVABLE RECONCILIATION AND AGING |
(US Dollars in Thousands) |
Accounts Receivable Reconciliation (1) | | Amount | |
Total Accounts Receivable at the beginning of the reporting period, gross | | $ | 44,456 | |
Plus: Amounts billed during the period (2) | | | 21,800 | |
(Less): Amounts collected during the period | | | (14,191 | ) |
Total Accounts Receivable at the end of the reporting period, gross | | $ | 52,065 | |
(Less): Reserves and Adjustments | | | (5,648 | ) |
Total Accounts Receivable at the end of the reporting period, net | | $ | 46,417 | |
Accounts Receivable Aging (1) | | Current | |
Current | | $ | 6,875 | |
0-30 days | | | 15,154 | |
31-60 days | | | 5,216 | |
61-90 days | | | 3,603 | |
Over 90 days | | | 21,217 | |
Total Accounts Receivable at the end of the reporting period, gross | | $ | 52,065 | |
DEBTOR QUESTIONNAIRE
Must be completed each month | | | | Yes | No |
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. | | X |
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. | | X |
3. Have all post petition tax returns been timely filed? If no, provide an explanation below. | X | |
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. | X | |
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. (3) | X | |
Notes: | | | | | |
(1) Includes sales to intercompany non-debtor affiliates | | | | |
(2) Includes deductions for credit memos and discounts | | | | |
(3) Debtors opened an account for utility adequate assurance deposits (last 4 digits 7975) | | |