<PAGE> 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year (fifty-two weeks) ended December 31, 1994.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from N / A to N / A .
-------------------------------
Commission File Number 0-8514
------
LIQUI-BOX CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
OHIO 31-0628033
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6950 Worthington-Galena Road, Worthington, Ohio 43085
----------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 888-9280
--------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
----
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, No Par Value (6,269,881 outstanding at February 28, 1995)
------------------------------------------------------------------------
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
Based upon the closing price reported on the NASDAQ National Market System on
February 28, 1995, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $146,446,000.
Documents Incorporated by Reference:
(1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1994 are incorporated by reference into
Parts I and II of this Annual Report on Form 10-K.
(2) Portions of the Registrant's Definitive Proxy Statement for its
Annual Meeting of Shareholders to be held on April 26, 1995 are
incorporated by reference into Part III of this Annual Report on Form
10-K.
Exhibit Index on Page 12
Page 1 of 40
<PAGE> 2
PART I
Item 1. Business:
GENERAL DEVELOPMENT OF BUSINESS - Liqui-Box Corporation and its subsidiaries
("Liqui-Box" or the "Company") is one of the largest companies in the world
specializing in the research, development and manufacture of bag-in-box
flexible liquid packaging systems. The Company was incorporated in January,
1962 in the state of Ohio. Its principal offices are located at 6950
Worthington-Galena Road, Worthington, Ohio.
Liqui-Box is a major producer of bag-in-box flexible packaging and related
filling equipment systems for the beverage, processed foods, dairy, detergent,
wine and other specialty products industries. The Company is also the leading
supplier of containers and dispensing systems to the bottled water industry.
The Company and its subsidiaries operate 14 manufacturing plants in the United
States and Europe. Through licensees, agents and direct exporters, Liqui-Box
serves markets in many countries worldwide.
In August, 1993, Liqui-Box purchased the assets of the Liquid Packaging
Divisions of Sonoco Products Company and its wholly-owned subsidiary Sonoco
Limited (Sonoco), which have production facilities in Romiley, England, and Elk
Grove, California. The two production facilities manufacture plastic bags for
the wine, aseptic food and other miscellaneous markets. The Company believes
the acquisition broadens its access to European markets and will contribute
meaningfully to the Company's growth in future years. Further discussion can
be found on Pages 16 [Management's Discussion and Analysis] and 29 [Note 8 of
the Notes to Consolidated Financial Statements] of the Company's Annual Report
to Shareholders for the fiscal year ended December 31, 1994 (the "1994 Annual
Report"), which information is herein incorporated by reference.
DESCRIPTION OF PRINCIPAL PRODUCTS - The principal product of the Company is
plastic packaging. Such packaging includes specialty plastic bags and plastic
blow molded containers and equipment for filling such packaging products (less
than 2% of total net sales), injection molded plastic products used in liquid
packaging and a variety of industrial and commercial plastic packaging films.
These products are marketed nationwide primarily to the edible products
industries principally through a direct sales force. These products are also
marketed internationally through a direct sales force, licensees, agents and
the Company's own export operations.
In 1994, the Company maintained a strong sales momentum in its principal
markets of beverage, processed foods and specialty industrial products. In
addition, the two premium drinking water products under the Alaskan Falls
label, introduced in 1991, showed improvement in sales and continue to be
introduced onto retail shelves in selected Midwestern states. Sales from our
European subsidiary also showed increased unit growth during the year.
COMPETITION - The plastic packaging market is large and highly fragmented.
There are numerous competitors and the major markets in which the Company sells
its products are very competitive. These products are in competition with
similar products produced by other manufacturers, and in some instances, with
products produced by other industries from other raw materials.
The plastic packaging industry is, therefore, highly price competitive. A
substantial number of manufacturers compete in the national and international
markets. None are considered to be dominant. According to information in the
public domain, Liqui-Box supplies less than one percent of the total plastic
packaging market in the United States.
While Liqui-Box's product and customer mix is generally diverse, The Perrier
Group of America constitutes a buying group of customers that is a material
part of the Company's business to the extent that loss of this buying group,
with which the Company has a good relationship, would have a material effect on
the Company's business. The risk associated with such a potential loss is
mitigated by an exclusive 10 year supply agreement between the Company and The
Perrier Group of America. Sales to this customer constituted 15%, 13% and 13%
of total sales in 1994, 1993 and 1992, respectively.
2
<PAGE> 3
RESEARCH AND DEVELOPMENT - Liqui-Box emphasizes applied research and
development as a vital aspect of meeting the needs of its customers for plastic
packaging. Thus, the Company's research activities focus on the development of
new plastic packaging products and packaging systems to increase quality,
improve production efficiency and/or reduce costs to its customers and to the
ultimate consumer. The Company also devotes significant efforts to the
research, development and improvement of plastic packaging machinery and
equipment for use by its customers and in its own production operations.
R & D expenditures in 1994, 1993 and 1992 were $2,151,000, $1,954,000 and
$1,487,000, respectively. All such activities were entirely Company funded
from operations. It should also be noted that the funding levels only
represent costs directly charged to research and development. The amounts do
not represent the commitment and work of all employees of Liqui-Box to
improving existing products and processes and to developing new products and
processes. Many employees who are not part of the research and development
organization of the Company spend part of their efforts on developing new
products and processes.
Information on research and development can also be found on Pages 16 and 17
[Management's Discussion and Analysis] and on Page 24 [Note 1, Accounting
Policies, of the Notes to Consolidated Financial Statements] of the 1994 Annual
Report and is incorporated herein by reference.
PATENTS AND LICENSES - Liqui-Box holds and maintains patents for packaging
design, fitments and packaging equipment which are used by the Company in its
production and which are also licensed to other manufacturers. Revenues from
royalties from these patents and licenses are not material to the total
revenues of the Company.
ENVIRONMENT - Consumer recognition of environmental friendliness of liquid
plastic packaging systems is growing. Compared to a conventional 5- gallon
plastic pail, the 5-gallon plastic bag-in-box reduces total plastic use by 90
percent. An empty, collapsed 5-gallon bag requires a small fraction of the
disposal space a comparable number of No. 10 cans, five wide-mouth one gallon
jars or one 5-gallon pail occupy. The corrugated box used to transport and
store packaged liquids is completely recyclable. Liqui-Box utilizes proper
recycling codes on all of its products for quick identification in community
recycling programs.
The bag-in-box design is increasingly seen as a major part of the solution to
the problem of environmental waste, storage and disposal. In addition,
Liqui-Box is asking its suppliers to experiment in the use of reprocessed
material in the products furnished to the Company and several promising
applications are being actively explored. The Company has also committed to
zero scrap in the waste stream of its plant operations through sorting and
recycling for use in shipping bags and other nonfood applications. This
commitment represents the elimination of more than one million pounds of waste
annually.
As a major player in the solution of societal environmental problems, the
Company supports such conscientiousness and is not aware of any federal, state
or local statutory or regulatory provisions concerning environmental protection
or the discharge of materials into the environment that will have any material
effect on the capital expenditures, sales, earnings or competitive position of
the Company in the future.
RAW MATERIALS - The primary raw material essential to the Company's business is
plastic resin. There are a number of suppliers for this material and the
market is highly competitive. The Company is confident that its sources of
supply of resin are adequate for its needs in the foreseeable future.
SEASONALITY OF BUSINESS - The demand for some applications of certain plastic
packaging products is seasonal in nature. A mild summer, for example, can
reduce the Company's sales to the beverage industry. However, experience over
the years has shown that these variations generally offset each other and tend
to level the total demand for the Company's products throughout the year. As a
result, the Company usually experiences only minor variations in sales volume
attributable to seasonal demands.
3
<PAGE> 4
BACKLOG OF ORDERS - Sales of the Company's packaging products generally are
closely coordinated with the product production of its customers. Typically,
orders are filled within 30 days. Therefore, the backlog of orders is not
significant.
EMPLOYEES - Liqui-Box employed 818 individuals in its operations throughout the
United States and in Europe on December 31, 1994. Approximately 14% of these
employees are members of collective bargaining units. The Company considers
itself an industry leader in participative management of its human resources,
placing a premium value on innovation, creativity and attentiveness to solving
customers' problems in packaging. Accordingly, the Company believes its
relations with its employee group to be an asset.
FOREIGN OPERATIONS AND SALES - The Company's European operations constituted
12% of consolidated net sales, less than 10% of consolidated income before
taxes and 18% of consolidated identifiable assets as of and for the year ended
December 31, 1994. European operations constituted less than 10% of net sales
and income before taxes for the year ended January 1, 1994 and 19% of
identifiable assets as of January 1, 1994.
Item 2. Properties:
At December 31, 1994, the Company owned or leased property at eighteen (18)
locations for manufacturing, warehousing, and offices with a total of
approximately 670,000 square feet of floor space. The following table
summarizes the properties owned or leased.
<TABLE>
<CAPTION>
Approximate Owned Expiration
Floor Space or Date of
Use and Location: (Sq. Ft.) Leased Lease
---------------- ----------------- ------ ----------
<S> <C> <C> <C>
Executive offices, research and
manufacturing:
Worthington, Ohio 63,000 Owned N/A
Manufacturing:
Ashland, Ohio 26,000 Leased 1995
Ashland, Ohio 22,000 Owned N/A
Houston, Texas 33,000 Leased 1999
Elk Grove, California 36,000 Leased 1997
Elkton, Maryland 40,000 Leased 2001
Auburn, Massachusetts 30,000 Leased 1998
New Albany, Indiana 61,000 Owned N/A
Ontario, California 61,000 Leased 2003
Santa Ana, California 27,000 Leased 1995
Upper Sandusky, Ohio 40,000 Leased 1996
Lake Wales, Florida 8,000 Leased 1995
Sacramento, California 53,000 Leased 2002
Nazareth, Pennsylvania 32,000 Leased 1996
Romiley, England 12,000 Leased Less than 1 year
Romiley, England 53,000 Leased 2006
Warehouse and other:
Sandweiler, Luxembourg 7,000 Leased Less than 1 year
Columbus, Ohio (storage) 32,000 Owned N/A
LaMirada, California 34,000 Leased 1999
</TABLE>
The Company believes that its properties, plant, and equipment are all in good
operating condition and are adequate for its expected needs. Certain of the
leases contain renewal options which the Company expects to exercise to
maintain its operations at the facilities.
4
<PAGE> 5
Item 3. Legal Proceedings:
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders:
Not applicable
Executive Officers of the Registrant:
-------------------------------------
The names, ages, and positions of all of the executive officers of Liqui-Box,
as of February 28, 1995, are listed below along with their business experience
during the past five years. Executive officers are appointed annually by the
Board of Directors at the annual meeting of directors immediately following the
annual meeting of shareholders. There are no arrangements or understandings
between any executive officer and any other person pursuant to which the
executive officer was selected.
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Samuel B. Davis (1) 53 Chairman of the Board, Chief Executive
Officer, President, Treasurer and Director
Robert S. Hamilton (2) 66 Vice Chairman of the Board and Director
Peter J. Linn (3) 53 Secretary, Senior Vice President and Director
John A. Maginnis (4) 42 Vice President, Sales and Director
<FN>
(1) Samuel B. Davis has been Chairman of the Board, Chief Executive Officer and Treasurer since August, 1982.
Mr. Davis became President in September, 1991 upon the retirement of Robert S. Hamilton.
(2) Robert S. Hamilton was President and Chief Operating Officer from April, 1984 to September, 1991 with a
period of retirement from January, 1990 to May, 1990. Mr. Hamilton retired in September, 1991. In July, 1989,
Mr. Hamilton became Vice Chairman of the Board.
(3) Peter J. Linn has been Senior Vice President since February, 1994. From January, 1983 to February, 1994,
he held the position of Executive Vice President. In April, 1990, Mr. Linn became Secretary.
(4) John A. Maginnis has been Vice President, Sales since April, 1991. From April, 1990 to April, 1991, Mr. Maginnis
was a consultant, and from 1989 to April, 1990, he was Vice President of Sales and Marketing for CMS Gilbreth Packaging
Systems, a subsidiary of Culbro Corporation.
</TABLE>
5
<PAGE> 6
PART II
Pages
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The following items are incorporated herein by reference
from the indicated pages of the 1994 Annual Report:
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 3
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operation 16-17
Item 8. Financial Statements and Supplementary Data 18-31
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure N/A
PART III
The following items are incorporated herein by reference from
the indicated pages of the Registrant's definitive Proxy
Statement for its 1995 Annual Meeting filed pursuant to
Regulation 14A of the Securities Exchange Act of 1934.
Item 10. Directors and Executive Officers of the Registrant 4
In addition, certain information concerning the
executive officers of the Registrant called for in
this Item 10 is set forth in the portion of Part I
of this Annual Report on Form 10-K, entitled
"Executive Officers of the Registrant". The
Registrant is not required to make any disclosure
pursuant to Item 405 of Regulation S-K.
Item 11. Executive Compensation 7 - 10
Neither the Report of the Board of Directors and
Stock Option Committee on executive compensation,
nor the performance graph included in the Registrant's
definitive Proxy Statement for its 1995 Annual
Meeting, are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners 2 - 3
and Management
Item 13. Certain Relationships and Related Transactions 11
6
<PAGE> 7
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K:
(a) (1) The following consolidated financial statements of
Liqui-Box Corporation and Subsidiaries, included in
the Registrant's 1994 Annual Report, are incorporated
by reference in Item 8 and filed as Exhibit 13 to
this report. The page numbers indicate the location
of the consolidated financial statements in the
Registrant's 1994 Annual Report.
Consolidated Balance Sheets
--December 31, 1994 and January 1, 1994 18-19
Consolidated Statements of Income
--Fifty-two weeks ended December 31, 1994,
Fifty-two weeks ended January 1, 1994 and
Fifty-two weeks ended January 2, 1993 20
Consolidated Statements of Cash Flows
--Fifty-two weeks ended December 31, 1994,
Fifty-two weeks ended January 1, 1994 and
Fifty-two weeks ended January 2, 1993 21
Consolidated Statements of Stockholders' Equity
--Fifty-two weeks ended December 31, 1994,
Fifty-two weeks ended January 1, 1994 and
Fifty-two weeks ended January 2, 1993 22-23
Notes to Consolidated Financial Statements 24-30
Report of Independent Auditors 31
(a) (2) The following consolidated financial statement schedules
of Liqui-Box Corporation and Subsidiaries are included
in Item 14(d). The page number indicates the location
in this Form 10-K.
II - Valuation and Qualifying Accounts 10
Schedules other than those listed above are omitted because they are not
required or are not applicable.
7
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<TABLE>
Item 14. (continued)
(a) (3) Listing of Exhibits - The following exhibits are included in Item 14(c). The page number indicates
the location of the exhibit in this Form 10-K.
Exhibit No. Description Pages
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<S> <C> <C>
3A Articles of Incorporation of the Registrant at October 2, 1984 are incorporated by reference to
the Registrant's Form 8 filed with the Securities and Exchange Commission, dated October 2, 1984
(Exhibit 3A)(File number 0-8514). N/A
3A (1) Amendments to Articles of Incorporation adopted April 21, 1986 are incorporated by reference to
the Registrant's 1986 Form 10-K filed with the Securities and Exchange Commission (Exhibit 3A(1))
(File number 0-8514). N/A
3A (2) Amendments to Articles of Incorporation adopted April 26,1990 are incorporated by reference to the
Registrant's Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed with the Securities and
Exchange Commission ( Exhibit 19(c)) (File number 0-8514). N/A
3B Code of Regulations of the Registrant at October 2, 1984 are incorporated by reference to the
Registrant's Form 8 filed with the Securities and Exchange Commission, dated October 2, 1984
(Exhibit 3B)(File number 0-8514). N/A
3B (1) Amendments to Code of Regulations adopted April 21, 1986 are incorporated by reference to the
Registrant's 1986 Form 10-K filed with the Securities and Exchange Commission (Exhibit 3B(1))
(File number 0-8514). N/A
10A-E EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
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10A 1990 Liqui-Box Stock Option Plan is incorporated by reference to the Registrant's Form 10-Q
for the Fiscal Quarter ended June 30, 1990 filed with the Securities and Exchange Commission
( Exhibit 19(a))(File number 0-8514). N/A
10B Officers' Loan Program - Form of Unsecured Installment Loans is incorporated by reference to
the Registrant's Form 8 filed with the Securities and Exchange Commission, dated October 2,
1984 ( Exhibit 10D)(File number 0-8514) N/A
10C 1982 Incentive Stock Option Plan is incorporated by reference to the Registrant's Form S-8
Registration Statement No. 2-91916, filed with the Securities and Exchange Commission on
June 27, 1984. N/A
10D Note Payable to Director of the Registrant dated May 15, 1990 is incorporated by reference
to the Registrant's Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed with the
Securities and Exchange Commission ( Exhibit 19(b))(File number 0-8514). N/A
10E Summary of Profit Participation Program is incorporated by reference to the Registrant's
Form 10-K for the fiscal year ended January 2, 1993 filed with the Securities and Exchange
Commission (Exhibit 10E) (File number 0-8514). N/A
11 Computation of Per Share Earnings 13
13 Annual Report to Shareholders for the fiscal year ended December 31, 1994 14
21 Subsidiaries of the Registrant 32
23 Consent of Independent Auditors 33
24 Powers of Attorney 34-39
27 Financial Data Schedule 40
</TABLE>
8
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Item 14. (continued)
(b) No report on Form 8-K was filed during the fourteen weeks
ended December 31, 1994. N/A
(c) Exhibits filed with this Annual Report on Form 10-K are
attached hereto.
See Index to Exhibits at page 53.
(d) Financial Statement Schedules -- See Item 14.(a)(2)
9
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<TABLE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(amounts rounded to the nearest thousand dollars)
LIQUI-BOX CORPORATION AND SUBSIDIARIES
<CAPTION>
Column A Column B Column C Column D Column E
Additions
-------------------------
Balance at Charged to Charged Balance at
Beginning Costs and to Other End of
Description of Period Expenses Accounts Deductions (1) Period
----------- --------- -------- -------- -------------- ------
<S> <C> <C> <C> <C> <C>
Reserves
deducted from
assets:
Fifty-two
weeks ended
December 31,
1994:
Allowance for
doubtful
accounts $635,000 $580,000 $621,000 $594,000
Fifty-two
weeks ended
January 1, 1994:
Allowance for
doubtful
accounts $566,000 $231,000 $162,000 $635,000
Fifty-two
weeks ended
January 2, 1993:
Allowance for
doubtful
accounts $567,000 $450,000 $451,000 $566,000
<FN>
(1) Uncollectible accounts written off, net of recoveries.
</TABLE>
10
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<TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
<S> <C>
LIQUI-BOX CORPORATION
3/29/95 * Samuel B. Davis
Date: __________________________________ By:_________________________________
Samuel B. Davis
Chairman of the Board, Chief Executive Officer,
President, Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
3/29/95 * Samuel B. Davis
Date: __________________________________ By:_________________________________
Samuel B. Davis
Chairman of the Board, Chief Executive Officer,
President, Treasurer and Director
(Principal Executive and Financial Officer)
3/29/95 * Jeanette A. Davis
Date: __________________________________ By:_________________________________
Jeanette A. Davis
Director
3/29/95 * Robert S. Hamilton
Date: __________________________________ By:_________________________________
Robert S. Hamilton
Vice Chairman and Director
3/29/95 /S/ Peter J. Linn
Date: __________________________________ By:_________________________________
Peter J. Linn
Secretary, Senior Vice President and Director
(Principal Accounting Officer)
3/29/95 * Carl J. Aschinger, Jr.
Date: __________________________________ By:_________________________________
Carl J. Aschinger, Jr. Director
3/29/95 * John A. Maginnis
Date: __________________________________ By:_________________________________
John A. Maginnis
Director
-------------------------------------------------
3/29/95 /S/ Peter J. Linn
Date: __________________________________ *By:_________________________________
Peter J. Linn
Attorney in Fact
</TABLE>
11
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<TABLE>
Index to Exhibits
The following exhibits are included in Item 14(c). The page numbers
indicate the location of the exhibit in this Form 10-K.
<CAPTION>
Exhibit No. Description Pages
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
3A Articles of Incorporation of the Registrant at October 2, 1984 are incorporated by
reference to the Registrant's Form 8 filed with the Securities and Exchange
Commission, dated October 2, 1984 (Exhibit 3A)(File number 0-8514). N/A
3A(1) Amendments to Articles of Incorporation adopted April 21, 1986 are incorporated by
reference to the Registrant's 1986 Form 10-K filed with the Securities and Exchange
Commission (Exhibit 3A(1))(File number 0-8514). N/A
3A(2) Amendments to Articles of Incorporation adopted April 26,1990 are incorporated by
reference to the Registrant's Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed
with the Securities and Exchange Commission ( Exhibit 19(c))(File number 0-8514). N/A
3B Code of Regulations of the Registrant at October 2, 1984 are incorporated by reference
to the Registrant's Form 8 filed with the Securities and Exchange Commission, dated
October 2, 1984 (Exhibit 3B)(File number 0-8514). N/A
3B(1) Amendments to Code of Regulations adopted April 21, 1986 are incorporated by
reference to the Registrant's 1986 Form 10-K filed with the Securities and Exchange
Commission (Exhibit 3B(1))(File number 0-8514). N/A
10A 1990 Liqui-Box Stock Option Plan is incorporated by reference to the Registrant's
Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed with the Securities and
Exchange Commission (Exhibit 19(a))(File number 0-8514). N/A
10B Officers' Loan Program - Form of Unsecured Installment Loans is incorporated by
reference to the Registrant's Form 8 filed with the Securities and Exchange
Commission, dated October 2, 1984 (Exhibit 10 D)(File number 0-8514). N/A
10C 1982 Incentive Stock Option Plan is incorporated by reference to the Registrant's
Form S-8 Registration Statement No. 2-91916, filed with the Securities and Exchange
Commission on June 27, 1984. N/A
10D Note Payable to Director of the Registrant dated May 15, 1990 is incorporated by
reference to the Registrant's Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed
with the Securities and Exchange Commission ( Exhibit 19(b))(File number 0-8514). N/A
10E Summary of Profit Participation Program is incorporated by reference to the Registrant's
Form 10-K for the fiscal year ended January 2, 1993 filed with the Securities and
Exchange Commission (Exhibit 10 E) (File number 0-8514). N/A
11 Computation of Per Share Earnings 13
13 Annual Report to Shareholders for the fiscal year ended December 31, 1994 14
21 Subsidiaries of the Registrant 32
23 Consent of Independent Auditors 33
24 Powers of Attorney 34-39
27 Financial Data Schedule 40
</TABLE>
12
<PAGE> 1
<TABLE>
Exhibit (11)
COMPUTATION OF PER SHARE EARNINGS
LIQUI-BOX CORPORATION
<CAPTION>
Fifty-two Fifty-two Fifty-two
Weeks Ended Weeks Ended Weeks Ended
December 31, 1994 January 1, 1994 January 2, 1993
--------------------------------------------------------------------
Primary:
<S> <C> <C> <C>
Weighted average number of
common shares outstanding 6,327,969 6,347,450 6,393,348
Net effect of dilutive stock options--
based on treasury stock method
using average market price. 146,659 136,399 101,292
----------- ----------- -----------
Weighted average common and
common equivalent shares 6,474,628 6,483,849 6,494,640
=========== =========== ===========
Net Income $13,327,000 $12,937,000 $11,250,000
Earnings per common and
common equivalent share $2.06 $2.00 $1.73
=========== =========== ===========
Fully Diluted:
Weighted average number of
common shares outstanding 6,327,969 6,347,450 6,393,348
Net effect of dilutive stock options--
based on treasury stock method
using the year-end market price,
if higher than
average market price. 146,659 157,444 126,543
----------- ----------- -----------
Fully diluted shares 6,474,628 6,504,894 6,519,891
Net Income $13,327,000 $12,937,000 $11,250,000
=========== =========== ===========
Earnings per common and
common equivalent share $2.06 $1.99 $1.73
=========== =========== ===========
</TABLE>
On April 27, 1992, the Company's Board of Directors approved a 3-for-1 split of
the outstanding common shares of the Company, issued on June 15, 1992 to
shareholders of record as of May 15, 1992. The per share and outstanding
shares information contained in this report reflects the effect of this split.
13
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Exhibit (13) 1994 ANNUAL REPORT TO SHAREHOLDERS
14
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<TABLE>
FINANCIAL HIGHLIGHTS
For the Five Fiscal Years Ended December 31, 1994 (In thousands of dollars, except for per share data)
<CAPTION>
SELECTED INCOME STATEMENT DATA (1)1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Net Sales $147,772 $130,081 $116,117 $107,790 $113,130
Income Before Taxes 22,246 21,594 18,848 16,421 16,386
Taxes on Income 8,919 8,657 7,598 6,790 6,510
Net Income 13,327 12,937 11,250 9,631 9,876
Earnings Per Share (2)
Primary $2.06 $2.00 $1.73 $1.48 $1.46
Fully Diluted $2.06 $1.99 $1.73 $1.48 $1.46
SELECTED BALANCE SHEET DATA (1)
Current Assets $47,848 $44,341 $36,771 $27,189 $25,283
Current Liabilities 14,672 19,452 10,384 12,104 8,261
Working Capital 33,176 24,889 26,387 15,085 17,022
Total Assets 89,185 86,072 68,657 63,512 64,223
Long-term Obligations 55 105 666 10,404
Stockholders' Equity 73,683 65,210 55,972 47,740 42,130
Cash Dividends Per Share (2) $.40 $.39 $.35 $.33 $.33
Book Value Per Share (2) $11.76 $10.25 $8.77 $7.45 $6.47
<FN>
(1) See Note 8 to Consolidated Financial Statements: Acquisitions
(2) See Note 1 to Consolidated Financial Statements: Per Share Data
</TABLE>
<TABLE>
DATA PER COMMON SHARE
The reported low and high closing prices on the NASDAQ National Market as
reported by the National Quotation Bureau, Inc. and cash dividends per share
were as follows: (See Note 1 to Consolidated Financial Statements: Per Share
Data)
<CAPTION>
1994 1993 1992
Cash Cash Cash
Dividends Dividends Dividends
Low High Per Share Low High Per Share Low High Per Share
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
First Quarter 35 1/2 38 1/2 $.10 25 1/2 29 1/2 $.09 21 5/8 28 5/8 $.083
Second Quarter 34 37 $.10 27 1/2 37 $.10 25 28 5/8 $.083
Third Quarter 33 1/2 36 1/2 $.10 34 1/2 38 1/2 $.10 23 1/2 27 1/2 $.090
Fourth Quarter 31 1/2 35 1/4 $.10 36 40 $.10 25 1/2 28 1/2 $.090
<FN>
As of December 31, 1994, there were 868 holders of record of common shares.
</TABLE>
3
<PAGE> 3
MANAGEMENT'S DISCUSSION AND ANALYSIS
1994 COMPARED TO 1993
During 1994, Liqui-Box (the "Company") experienced an increase in sales and net
income as compared to 1993. The increase in sales can be attributed to
increased domestic unit shipments and increased sales by our European
subsidiary, coupled with increased selling prices on most products to offset
the dramatic increase in the cost of the Company's prime raw material, plastic
resin, experienced in 1994. Many of the resins the Company uses in the
manufacture of its products had increased more than 30% by year end.
Gross profit, as a percentage of net sales, was 31.0% in 1994 and 35.0% in
1993. This decrease is the result of higher manufacturing costs at some plants,
the cost of moving our Luxembourg facility to our Romiley facility and other
plant consolidations along with the effect of higher raw material costs. Also,
certain rebate costs on long term sales contracts were much higher in the year
than expected. We do not expect many of these trends to continue in 1995.
Selling, administrative and development expenses in 1994 were 15.8% of net
sales as compared to 18.2% in 1993. This decrease is the result of increased
sales and deliberate control of costs that has continued in 1995.
Research and development costs were $2,151,000 in 1994 and $1,954,000 in 1993.
There continues to be increased emphasis throughout the Company in 1995 for new
product development. It should be emphasized that this only represents costs
directly charged to research and development and does not represent the
commitment of all employees of Liqui-Box to improving existing products and
processes and to developing new products and processes. Many employees who are
not part of the research and development area of the Company spent part of
their efforts on developing new products and processes.
At the end of 1994 and 1993, Liqui-Box had no significant backlog of orders,
which is industry typical.
Total working capital at year end was $33,176,000 and $24,889,000 in 1994 and
1993, respectively, an increase of $8,287,000. The ratio of current assets to
current liabilities was 3.3 to 1 for 1994 and 2.3 to 1 in 1993. Cash used in
financing activities was $12,994,000 for 1994 compared to cash provided by
financing activities of $4,416,000 for 1993.
Liqui-Box's major commitments for capital expenditures as of December 31, 1994,
were, as they have been in the past, primarily for increasing capacity at
existing locations, building filling machines for lease and tooling for new
products. Funds required to fulfill these commitments will be provided from
operations.
In 1994 and 1993, the Company made purchases of its outstanding
shares for Treasury. The shares were bought at prices considered fair by
management and there was cash available for the purchases. The Company felt
the purchases were a good investment and would secure shares for future
employee benefit plans as well as stock option offerings.
There have been no other significant changes in capitalization during
the past three years. During 1991, financing arrangements were made with The
Huntington National Bank to provide various credit facilities for a total
commitment of $20,000,000. Of these facilities, $1,000,000 was being used as of
December 31, 1994. The credit facilities expire on May 1, 1995; however,
management intends to renew these facilities.
During 1994, the Company experienced dramatic increases in the cost of plastic
resin even though there was no shortage of supply available to the Company. In
1995, it is uncertain what will happen to plastic resin prices. The capacity to
produce the major plastic resin type we buy should be greater than the expected
demand.
Management feels that inflation did have a material effect on the Company's
operations during 1994 due to the dramatic increase in plastic resin cost.
In August 1993, Liqui-Box purchased the assets of the Liquid Packaging
Divisions of Sonoco Products Company and its wholly-owned subsidiary Sonoco
Limited. The Liquid Packaging Divisions have plants located in Elk Grove,
California and Romiley, England. Both of the plants produce bag-in-box
packaging that is very similar to the bag-in-box packaging produced by
Liqui-Box. This purchase gives Liqui-Box additional domestic capacity and a
larger presence in the European market.
16
<PAGE> 4
MANAGEMENT'S DISCUSSION AND ANALYSIS
1993 COMPARED TO 1992
During 1993, Liqui-Box experienced an increase in sales and net income as
compared to 1992. The increase in sales can be attributed to increased domestic
unit shipments coupled with increased sales by our subsidiaries Inpaco and
Alaskan Falls and the purchase of the Liquid Packaging Divisions of Sonoco
Products Company and its wholly-owned subsidiary Sonoco Limited in August 1993.
Gross profit as a percentage of net sales was 35.0% in 1993 and 33.6% in 1992.
This increase is the result of our continued cost control efforts.
Selling, administrative and development expenses in 1993 were 18.2% of net
sales as compared to 17.2% in 1992. This increase is the result of increased
development and training efforts to help assure the Company's future growth and
an increase in short-term costs in European operations.
Research and development costs were $1,954,000 in 1993 and $1,487,000 in 1992.
There is an increased emphasis throughout the Company in 1994 for new product
development. It should be emphasized that this only represents costs directly
charged to research and development and does not represent the commitment of
all employees of Liqui-Box to improving existing products and processes and to
developing new products and processes. Many employees who are not part of the
research and development area of the Company spent part of their efforts on
developing new products and processes.
At the end of 1993 and 1992, Liqui-Box had no significant backlog of orders,
which is industry typical.
Total working capital at year end was $24,889,000 and $26,387,000 in 1993 and
1992, respectively, a decrease of $1,498,000. The ratio of current assets to
current liabilities was 2.3 to 1 for 1993 and 3.5 to 1 in 1992. Cash provided
by financing activities was $4,416,000 for 1993 compared to cash used of
$4,337,000 for 1992.
Liqui-Box's major commitments for capital expenditures as of January 1, 1994
were, as they have been in the past, primarily for increasing capacity at
existing locations, building filling machines for lease and tooling for new
products. Funds required to fulfill these commitments will be provided from
operations.
In 1993 and 1992, the Company made purchases of its outstanding shares for
Treasury. The shares were bought at prices considered fair by management and
there was cash available for the purchases. The Company felt the purchases were
a good investment and would secure shares for future employee benefit plans as
well as stock option offerings.
There have been no other significant changes in capitalization during the past
three years. During 1991, financing arrangements were made with The Huntington
National Bank to provide various credit facilities for a total commitment of
$20,000,000. Of these facilities, $8,000,000 was being used as of January 1,
1994 and the balance was available for general corporate purposes.
During 1993, with adequate supply available, the Company experienced virtually
no change in the cost of plastic resin.
Management feels that inflation did not have a material effect on the Company's
operations during 1993.
In August 1993, Liqui-Box purchased the assets of the Liquid Packaging
Divisions of Sonoco Products Company and its wholly-owned subsidiary Sonoco
Limited. The Liquid Packaging Divisions have plants located in Elk Grove,
California and Romiley, England. Both of the plants produce bag-in-box
packaging that is very similar to the bag-in-box packaging produced by
Liqui-Box. This purchase gives Liqui-Box additional domestic capacity and a
larger presence in the European market.
17
<PAGE> 5
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
ASSETS December 31, 1994 January 1, 1994
<S> <C> <C>
-----------------------------------------------------------------------------------------------------
CURRENT ASSETS
-----------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 4,341,000 $ 6,376,000
Accounts receivable:
Trade, net of allowance for doubtful accounts
of $594,000 and $635,000, respectively 15,209,000 13,397,000
Other 1,065,000 827,000
------------ ------------
16,274,000 14,224,000
Inventories:
Raw materials and supplies 13,104,000 9,442,000
Work in process and finished goods 11,313,000 10,363,000
------------ ------------
24,417,000 19,805,000
Loans to officers and employees 70,000
Other current assets 2,816,000 3,866,000
-----------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 47,848,000 44,341,000
-----------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT AT COST (Note 2)
-----------------------------------------------------------------------------------------------------
Buildings and leasehold improvements 8,243,000 8,289,000
Equipment and vehicles 50,314,000 48,547,000
Equipment leased to customers 16,367,000 15,917,000
Accumulated depreciation and
amortization (deduction) (52,467,000) (48,138,000)
------------ ------------
22,457,000 24,615,000
Construction in process 4,291,000 2,427,000
Land 468,000 468,000
-----------------------------------------------------------------------------------------------------
27,216,000 27,510,000
-----------------------------------------------------------------------------------------------------
OTHER ASSETS
-----------------------------------------------------------------------------------------------------
Loans to officers and employees 76,000 84,000
Goodwill, net of amortization (Note 8) 10,723,000 10,903,000
Deferred charges and other assets, net 3,322,000 3,234,000
-----------------------------------------------------------------------------------------------------
14,121,000 14,221,000
------------ ------------
TOTAL ASSETS $ 89,185,000 $ 86,072,000
============ ============
<FN>
See notes to consolidated financial statements.
</TABLE>
18
<PAGE> 6
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY December 31, 1994 January 1, 1994
<S> <C> <C>
------------------------------------------------------------------------------------
CURRENT LIABILITIES
------------------------------------------------------------------------------------
Short-term borrowings $1,000,000 $ 8,000,000
Accounts payable 7,247,000 4,997,000
Dividends payable 627,000 636,000
Salaries, wages and related liabilities 1,639,000 1,439,000
Federal, state and local taxes 1,987,000 1,194,000
Other accrued liabilities 2,117,000 3,136,000
Current obligations under capital lease 55,000 50,000
------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 14,672,000 19,452,000
------------------------------------------------------------------------------------
OTHER NONCURRENT LIABILITIES
------------------------------------------------------------------------------------
Capital lease obligations 55,000
Deferred income taxes 830,000 1,355,000
------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (Note 6)
------------------------------------------------------------------------------------
Preferred stock, without par value,
2,000,000 shares authorized; none issued
Common stock, $.1667 stated value,
20,000,000 shares authorized,
7,262,598 shares issued 1,210,000 1,210,000
Additional paid-in cash 4,478,000 4,305,000
Cumulative translation adjustment 729,000 (262,000)
Retained earnings 88,017,000 77,217,000
Less:
Treasury stock, at cost - 994,932
and 902,102 shares at respective dates (20,751,000) (17,260,000)
------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 73,683,000 65,210,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $89,185,000 $86,072,000
=========== ===========
</TABLE>
19
<PAGE> 7
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
----------------------------------------------------------------------------------------------------
Fifty-two Fifty-two Fifty-two
Weeks Ended Weeks Ended Weeks Ended
December 31, January 1, January 2,
1994 1994 1993
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET SALES $147,772,000 $130,081,000 $116,117,000
Cost of Sales 102,000,000 84,510,000 77,063,000
------------ ------------ ------------
45,772,000 45,571,000 39,054,000
Selling, administrative and
development expenses 23,413,000 23,623,000 19,954,000
------------ ------------ ------------
22,359,000 21,948,000 19,100,000
Interest and dividend income 160,000 220,000 193,000
Interest expense (186,000) (213,000) (89,000)
Other (expense) income (87,000) (361,000) (356,000)
------------ ------------ ------------
INCOME BEFORE INCOME TAXES 22,246,000 21,594,000 18,848,000
Taxes on income (Note 3) 8,919,000 8,657,000 7,598,000
------------ ------------ ------------
NET INCOME $ 13,327,000 $ 12,937,000 $ 11,250,000
============ ============ ============
----------------------------------------------------------------------------------------------------
EARNINGS PER SHARE
----------------------------------------------------------------------------------------------------
Primary $2.06 $2.00 $1.73
Fully diluted $2.06 $1.99 $1.73
Cash dividends per common share $ .40 $ .39 $ .35
----------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES USED
IN COMPUTING EARNINGS PER SHARE
----------------------------------------------------------------------------------------------------
Primary 6,474,628 6,483,849 6,494,640
Fully dilted 6,474,628 6,504,894 6,519,891
<FN>
See notes to consolidated financial statements.
</TABLE>
20
<PAGE> 8
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Fifty-two Fifty-two Fifty-two
Weeks Ended Weeks Ended Weeks Ended
December 31, January 1, January 2,
------------ ------------ ------------
1994 1994 1993
-------------------------------------------------------------------- ------------ ------------
OPERATING ACTIVITIES
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income $ 13,327,000 $ 12,937,000 $ 11,250,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 6,466,000 6,067,000 6,610,000
Amortization of other noncurrent assets 1,114,000 655,000 373,000
Changes in noncurrent deferred
income tax accounts (525,000) (841,000) (806,000)
Changes in operating assets and liabilities,
net of effects from acquisitions:
Increase in accounts receivable (1,625,000) (1,764,000) (1,055,000)
Increase in inventories (4,264,000) (3,446,000) (2,116,000)
(Increase) decrease in other current assets 415,000 (1,700,000) ( 871,000)
Increase in accounts payable 2,051,000 1,036,000 845,000
Increase (decrease) in salaries, wages
and related liabilities 200,000 301,000 (236,000)
Decrease in other accrued liabilities (135,000) (269,000) (1,034,000)
------------ ------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 17,024,000 12,976,000 12,960,000
--------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
--------------------------------------------------------------------------------------------------------------------
Purchase of Inpaco, net of cash acquired (200,000) (276,000) (128,000)
Purchase of Sonoco (14,848,000)
Purchase of property, plant and equipment, net (6,023,000) (5,367,000) (2,583,000)
Other changes, net 58,000 (102,000) 177,000
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (6,165,000) (20,593,000) (2,534,000)
--------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
--------------------------------------------------------------------------------------------------------------------
Acquisition of treasury shares (3,795,000) (1,579,000) (945,000)
Sale of treasury shares 300,000 488,000 225,000
Cash dividends (2,527,000) (2,475,000) (2,259,000)
Changes in loans to officers and employees 78,000 32,000 (13,000)
Proceeds from short and long-term borrowings 8,000,000
Repayment of short and long-term borrowings (7,000,000) (1,200,000)
Principal payments on capital lease obligations (50,000) (50,000) (145,000)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (12,994,000) 4,416,000 (4,337,000)
--------------------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 100,000 (133,000) (550,000)
--------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (2,035,000) (3,334,000) 5,539,000
Cash and cash equivalents at beginning of year 6,376,000 9,710,000 4,171,000
-----------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,341,000 $ 6,376,000 $ 9,710,000
============ ============ ============
<FN>
See notes to consolidated financial statements.
</TABLE>
21
<PAGE> 9
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
ADDITIONAL
SHARES COMMON PAID-IN
OUTSTANDING STOCK CAPITAL
<S> <C> <C> <C>
BALANCE AT JANUARY 4, 1992 6,407,160 $1,210,000 $4,545,000
------------------------------------------------------------------------------------------------------
Net income
------------------------------------------------------------------------------------------------------
Cash dividends
------------------------------------------------------------------------------------------------------
Purchase of treasury shares (41,269)
------------------------------------------------------------------------------------------------------
Proceeds from exercise of stock options 17,550 (84,000)
------------------------------------------------------------------------------------------------------
Principal payments on ESOP debt
------------------------------------------------------------------------------------------------------
Translation loss on equity
------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 2, 1993 6,383,441 1,210,000 4,461,000
------------------------------------------------------------------------------------------------------
Net income
------------------------------------------------------------------------------------------------------
Cash dividends
------------------------------------------------------------------------------------------------------
Purchase of treasury shares (58,969)
------------------------------------------------------------------------------------------------------
Proceeds from exercise of stock options 36,024 (156,000)
------------------------------------------------------------------------------------------------------
Translation loss on equity
------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 1, 1994 6,360,496 1,210,000 4,305,000
------------------------------------------------------------------------------------------------------
Net income
------------------------------------------------------------------------------------------------------
Cash dividends
------------------------------------------------------------------------------------------------------
Purchase of treasury shares (109,121)
------------------------------------------------------------------------------------------------------
Proceeds from exercise of stock options 16,291 (4,000)
------------------------------------------------------------------------------------------------------
Tax benefit on stock options exercised 91,000
------------------------------------------------------------------------------------------------------
Deferred compensation 86,000
------------------------------------------------------------------------------------------------------
Translation gain on equity
------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1994 6,267,666 $1,210,000 $4,478,000
========= ========== ==========
<FN>
See notes to consolidated financial statements.
</TABLE>
22
<PAGE> 10
<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
CUMULATIVE DEBT
TRANSLATION RETAINED TREASURY GUARANTEED
ADJUSTMENT EARNINGS STOCK FOR ESOP
<S> <C> <C> <C>
$421,000 $57,764,000 $(15,689,000) $(511,000)
------------------------------------------------------------------------------------------------
11,250,000
------------------------------------------------------------------------------------------------
(2,259,000)
------------------------------------------------------------------------------------------------
(945,000)
------------------------------------------------------------------------------------------------
309,000
------------------------------------------------------------------------------------------------
511,000
------------------------------------------------------------------------------------------------
(550,000)
------------------------------------------------------------------------------------------------
(129,000) 66,755,000 (16,325,000) 0
------------------------------------------------------------------------------------------------
12,937,000
------------------------------------------------------------------------------------------------
(2,475,000)
------------------------------------------------------------------------------------------------
(1,579,000)
------------------------------------------------------------------------------------------------
644,000
------------------------------------------------------------------------------------------------
(133,000)
------------------------------------------------------------------------------------------------
(262,000) 77,217,000 (17,260,000) 0
------------------------------------------------------------------------------------------------
13,327,000
------------------------------------------------------------------------------------------------
(2,527,000)
------------------------------------------------------------------------------------------------
(3,795,000)
------------------------------------------------------------------------------------------------
304,000
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
991,000
------------------------------------------------------------------------------------------------
$729,000 $88,017,000 $(20,751,000) $0
======== =========== ============ ==========
</TABLE>
23
<PAGE> 11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ACCOUNTING POLICIES
CONSOLIDATION: The consolidated financial statements include the accounts of
Liqui-Box Corporation and its subsidiaries (the "Company"), all of which are
wholly-owned. The Company eliminates all significant intercompany balances and
transactions in the consolidated financial statements.
CASH EQUIVALENTS: The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
INVENTORY VALUATION: Inventories are stated at the lower of cost or market.
Substantially all of the Company's domestic product inventories are valued on
the last-in, first-out (LIFO) method. If current cost had been used,
inventories would have increased approximately $2,458,000 and $1,003,000 at
December 31, 1994 and January 1, 1994, respectively. The Company's inventory of
machine parts and inventories of certain subsidiaries are valued on the
first-in, first-out (FIFO) method. These inventories approximated $7,559,000
and $7,079,000 at December 31, 1994 and January 1, 1994, respectively.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is stated at
cost. Maintenance, repairs and minor renewals are charged to expense as
incurred while major renewals and betterments are capitalized. The cost and
related allowance for depreciation of assets sold, or otherwise disposed of,
are removed from the related accounts, and resulting gains or losses are taken
into income. Depreciation is computed by the straight-line method for property,
plant and equipment (accelerated methods are generally used for tax purposes)
in amounts adequate to amortize the cost over the estimated useful lives of the
assets.
EARNINGS PER SHARE: The Company calculated the earnings per common and common
equivalent share based upon the weighted average number of common shares
outstanding and equivalent common shares derived from dilutive stock options.
PER SHARE DATA: On April 27, 1992, the Company's Board of Directors approved a
3-for-1 split of the outstanding common shares of the Company, issued on June
15, 1992 to shareholders of record as of May 15, 1992. The per share and
outstanding common shares information contained in this report reflect the
effect of this stock split.
RESEARCH AND DEVELOPMENT: All research and development costs are expensed as
incurred. Such costs amounted to $2,151,000, $1,954,000 and $1,487,000 in
1994, 1993 and 1992, respectively.
SEGMENTS OF BUSINESS: The Company operated principally in the single business
segment of plastic packaging with production facilities in the United States
and Europe. Approximately 15%, 13% and 13% of the Company's revenues in 1994,
1993 and 1992, respectively, were derived from sales to one major customer.
The Company's European operations constitute 12% of consolidated net sales,
less than 10% of consolidated income before taxes and 18% of consolidated
identifiable assets as of and for the year ended December 31, 1994. European
operations constitute less than 10% of consolidated net sales and income before
taxes and 19% of consolidated identifiable assets as of and for the year ended
January 1, 1994.
GOODWILL AND OTHER INTANGIBLES: Goodwill represents the excess purchase price
over net assets acquired and is being amortized using the straight-line method
over 20-25 years. Other intangibles resulting from business acquisitions,
comprising mainly of costs related to sales agreements, patents and non-compete
agreements, are being amortized using the straight-line method over 3-17 years.
Accumulated amortization of goodwill and other intangibles as of December 31,
1994 and January 1, 1994 approximated $3,605,000 and $2,476,000, respectively.
FOREIGN CURRENCY TRANSLATION: In translating the financial statements of the
wholly-owned foreign subsidiaries all assets and liabilities have been
translated using the current exchange rate, revenue and expense accounts have
been translated using the average exchange rate prevailing during the year and
capital accounts have been translated using historic rates. Gains and losses
resulting from the elimination of intercompany receivable balances and the
translation of the foreign financial statements into U.S. dollars are reflected
as translation adjustments in stockholders' equity.
RECLASSIFICATION: Certain reclassifications have been made to the 1993
Financial Statements to conform to the 1994 presentation.
24
<PAGE> 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - EQUIPMENT LEASED TO CUSTOMERS
The Company leases various types of filling machinery and equipment to its
customers to support its packaging products. The leases are classified as
operating leases and are generally cancellable at the option of the Company.
Assets available for lease and assets under current lease contracts are
included in the balance sheets as equipment leased to customers. Accumulated
depreciation on these assets at December 31, 1994 and January 1, 1994
approximated $12,397,000 and $11,362,000, respectively. The future minimum
rentals on noncancellable operating leases for the five fiscal years subsequent
to December 31, 1994 are: $585,000, $366,000, $263,000, $139,000 and $33,000.
NOTE 3 - TAXES ON INCOME
Effective January 3, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." Prior to January 3, 1993, deferred income taxes were recognized for
timing differences related to financial and income tax reporting of certain
income and expense items using the tax rate applicable for the year of the
calculation pursuant to Accounting Principles Board Opinion 11. The adoption of
Statement 109 did not have a material effect on the Company's financial
condition or results of operations.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets are as follows:
<TABLE>
<CAPTION>
As of Fiscal Year End
December 31, 1994 January 1, 1994
<S> <C> <C>
Current deferred tax assets:
Accounts receivable $ 88,000 $ 160,000
Reserves and accruals 498,000 450,000
Other 54,000 80,000
---------- ----------
Net current deferred tax assets $ 640,000 $ 690,000
========== ==========
Long-term deferred tax liabilities:
Tax over book depreciation $1,281,000 $1,617,000
Other 242,000 164,000
---------- ----------
Total long-term deferred tax liabilities 1,523,000 1,781,000
---------- ----------
Long-term deferred tax assets:
State income taxes 131,000 70,000
Self-constructed assets 178,000 171,000
Intangibles 180,000 59,000
Other 204,000 126,000
---------- ----------
Total long-term deferred tax assets 693,000 426,000
---------- ----------
Net long-term deferred tax liabilities $ 830,000 $1,355,000
========== ==========
</TABLE>
25
<PAGE> 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Significant components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Current:
Federal $7,414,000 $6,650,000 $6,660,000
State 1,980,000 1,575,000 1,545,000
------------------------------------------
9,394,000 8,225,000 8,205,000
==========================================
Deferred:
Federal and State (475,000) 432,000 (607,000)
------------------------------------------
$8,919,000 $8,657,000 $7,598,000
==========================================
</TABLE>
The components of the provision for deferred income taxes for the year ended
January 2, 1993 are as follows:
<TABLE>
<S> <C>
Reserves $ 234,000
Depreciation (458,000)
Other (383,000)
-------------------------------------------------------
PROVISION FOR DEFERRED INCOME TAXES $(607,000)
=======================================================
</TABLE>
<TABLE>
The following table summarizes the difference between income taxes computed at
the expected federal statutory rate and actual amounts:
1994 1993 1992
<S> <C> <C> <C>
Computed expected tax expense $7,665,000 $7,558,000 $6,408,000
State income taxes, net of
federal tax benefit 1,170,000 1,094,000 1,020,000
Other - net 84,000 5,000 170,000
----------------------------------------------------------
$8,919,000 $8,657,000 $7,598,000
==========================================================
Effective income tax rate 40.1% 40.1% 40.3%
</TABLE>
The Company made federal income tax payments of approximately $6,975,000,
$7,250,000 and $6,270,000 in 1994, 1993 and 1992, respectively.
26
<PAGE> 14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - LEASE COMMITMENTS
The Company leases property and equipment pursuant to various noncancellable
lease agreements. Certain leases contain renewal options and generally provide
that the Company shall pay for insurance, taxes and maintenance. Future minimum
payment on noncancellable operating leases with initial or remaining terms in
excess of one year for the five fiscal years subsequent to December 31, 1994
are: $1,371,000, $1,137,000, $879,000, $826,000 and $679,000. Lease payments
under noncancellable operating leases subsequent to the 1999 fiscal year
aggregate $1,717,000.
Total lease rent expense including other cancellable and short-term leases was
$2,309,000, $2,223,000 and $1,759,000 in 1994, 1993 and 1992, respectively.
NOTE 5 - EMPLOYEE BENEFIT PLANS
The Company has a deferred profit sharing plan covering the majority of its
employees not covered by a collective bargaining agreement. The Company's
contributions to this plan, which are at thediscretion of the Board of
Directors, were $567,000, $540,000 and $470,000 in 1994, 1993 and 1992,
respectively.
The Company also has an Employee Stock Ownership Plan (the "ESOP") for the
majority of employees who are not covered by a collective bargaining agreement.
Eligible employees may elect to contribute not less than 2% nor more than 6% of
their annual compensation to the ESOP. For each participating employee, the
Company contributes an amount equal to 50% of the employee's contribution. In
addition, all shares held by the ESOP are treated as outstanding shares in the
determination of earnings per share. Dividends paid on all shares held by the
ESOP are charged to retained earnings.Total ESOP contribution expense was
$131,000, $161,000 and $160,000 in 1994, 1993 and 1992, respectively.
27
<PAGE> 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - CAPITAL STOCK AND STOCK OPTIONS
During 1990, the shareholders adopted a revised stock plan (the "Plan"),
replacing the 1982 Incentive Stock Option Plan. The Plan authorizes the Company
to grant incentive, non-qualified and deferred compensation stock options, or
other stock-based awards, as authorized by the Board of Directors. The terms
and issuance prices of such awards are to be determined by the Board as limited
by Internal Revenue Service rules where applicable. The maximum common shares
which may be reserved for issuance under the Plan annually are limited to 3% of
the outstanding common shares, but shares not awarded in one year may be
carried over to the next.
Options under the Plan were exercised for the purchase of 8,639, 34,626 and
17,550 common shares during 1994, 1993 and 1992, respectively, at prices
ranging from $12.83 to $14.12 per share. At December 31, 1994, options for the
purchase of 126,985 common shares were outstanding and exercisable, at prices
ranging from $12.83 to $14.12 per share.
In 1991, under the Plan the Company initiated a program entitled LBShares. This
program grants options annually in September to the majority of non-executive
employees based on the prior year's wages. The options become exercisable in
25% increments on each anniversary of the grant date and are forfeited upon
termination of employment for reasons other than death or disability. The
options expire 10 years after the grant date. The net balance of options
outstanding from the grants is 154,948 at December 31, 1994, of which 55,889
are exercisable. The option exercise prices range from $22.50 to $37.00 per
share. Options were exercised for the purchase of 4,921 and 2,750 common shares
during 1994 at prices of $22.50 and $24.63, respectively.
Annually, the Company also grants shares to Company executives similar to the
LBShares Program discussed above. This program was established in 1992 and the
balance of options outstanding from the grants is 39,330 at December 31, 1994,
of which 9,656 are exercisable. The option exercise prices range from $24.63 to
$37.00 per share. No options were exercised for the purchase of common shares
under this program during 1994.
The Company has granted supplemental retirement options to Company executives
from 1992 through 1994. The balance of options outstanding from the grants is
69,517 at December 31, 1994, at option prices ranging from $12.50 to $18.50.
These options are only exercisable upon retirement, death, disability or
termination other than cause. No options were exercised for the purchase of
common shares under this program during 1994.
The Company receives tax deductions for the difference between fair market
value and the exercise price of common shares at the time non-incentive
options are exercised. In addition, common shares received through the exercise
of stock options which are sold by the optionee within two years of grant or
one year of exercise result in a tax deduction for the Company equilvalent to
the taxable gain recognized by the optionee. Additional paid-in capital
reflects $91,000 in 1994 received by the Company pursuant to these provisions.
28
<PAGE> 16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - CREDIT FACILITIES
The Company maintains credit facilities that aggregate $20,000,000. $10,000,000
of the current facilities is a revolving term loan which the availability of
borrowings terminates on April 30, 1997, when, at the option of the Company,
outstanding amounts can be converted to a term note under the terms of the
agreement as defined. No amounts were outstanding under this facility at
December 31, 1994. The remaining $10,000,000 is a line of credit which expires
May 1, 1995. Outstanding borrowings on the line of credit totaled $1,000,000 at
December 31, 1994. At the Company's option, the credit facilities bear interest
at either the prime rate, the London Interbank Offered Rate plus a percentage
ranging from .625% to .75% or a negotiated rate, as defined. The facilities
require the maintenance of certain financial ratios and restrict future common
stock dividends to 50% of aggregated net income.
NOTE 8 - ACQUISITIONS
In August 1993, the Company acquired the Liquid Packaging Divisions of Sonoco
Products Company and its wholly-owned subsidiary Sonoco Limited (Sonoco) for
$14,848,000. The acquisition was accounted for as a purchase, and accordingly,
the acquired assets were recorded at their estimated fair values at the date of
acquisition. The Liquid Packaging Divisions of Sonoco Products Company and
Sonoco Limited manufacture and market a line of products similar to those of
the Company. The operating results of the Liquid Packaging Division of Sonoco
Products Company and Sonoco Limited are included in the Company's consolidated
results of operations from the date of acquisition.
If the acquisition of the Liquid Packaging Divisions of Sonoco Products Company
and Sonoco Limited had occurred at the beginning of the Company's 1993 fiscal
year, consolidated net sales, net income and earnings per share would have
approximated $136,023,000, $11,711,000 and $1.81 in 1993 and $125,283,000,
$8,389,000 and $1.29 in 1992, respectively. This unaudited pro forma data
gives effect to certain adjustments, including amortization of goodwill,
increased interest expense on the acquisition debt and related income tax
effects. This information is not indicative of the results of operations as
they would have been if the companies had constituted a single entity during
such periods.
The fair value of the assets acquired and liabilities assumed at the date of
acquisition are summarized as follows:
Current assets $ 4,027,000
Property, plant and equipment 4,394,000
Other assets 3,052,000
Goodwill 3,375,000
On February 4, 1991, the Company acquired the business and certain
assets and liabilities of Inpaco Incorporated for $312,000. Inpaco designs,
manufactures and provides consulting for flexible packaging machines. This
acquisition was accounted for as a purchase, and accordingly, the assets and
liabilities were recorded at their estimated fair values at the date of
acquisition. The purchase agreement provides for contingent payments based on
specified benchmarks of future operations over the first five years after the
acquisition. Through 1994, the Company has made contingent payments of
$603,000 to the previous owners and such payments were recorded as goodwill.
The operating results of Inpaco are included in the Company's consolidated
results of operations from the date of acquisition.
29
<PAGE> 17
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>
NOTE 9 - QUARTERLY DATA (Unaudited) (000 omitted except per share data)
-------------------------------------------------------------------------------------
Earnings per share
Net Gross Net Fully
1993 Sales Profit Income Primary Diluted
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
First quarter $33,857 $11,113 $3,007 $0.46 $0.46
Second quarter 40,340 13,506 4,258 0.66 0.66
Third quarter 42,301 12,890 3,962 0.61 0.61
Fourth quarter 31,274 8,263 2,100 0.33 0.33
---------------------------------------------------------------------
$147,772 $45,772 $13,327 $2.06 $2.06
-------------------------------------------------------------------------------------
Earnings per share
Net Gross Net Fully
1993 Sales Profit Income Primary Diluted
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
First quarter $28,080 $9,757 $2,583 $0.40 $0.40
Second quarter 35,072 12,840 3,995 0.62 0.62
Third quarter 38,540 12,850 3,776 0.58 0.58
Fourth quarter 28,389 10,124 2,583 0.40 0.40
---------------------------------------------------------------------
$130,081 $45,571 $12,937 $2.00 $1.99
---------------------------------------------------------------------
<FN>
See Note 1 to the Financial Statements: Earnings Per Share and Per Share Data
</TABLE>
30
<PAGE> 18
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Liqui-Box Corporation
Worthington, Ohio
We have audited the accompanying consolidated balance sheets of Liqui-Box
Corporation and subsidiaries as of December 31, 1994 and January 1, 1994, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Liqui-Box
Corporation and subsidiaries at December 31, 1994 and January 1, 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
Columbus, Ohio
March 2, 1995
31
<PAGE> 1
<TABLE>
Exhibit (21)
SUBSIDIARIES OF THE REGISTRANT
LIQUI-BOX CORPORATION AND SUBSIDIARIES
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Percentage of
Voting Securities
Jurisdiction of Owned by
Subsidiaries Incorporation The Registrant
----------------------------- ----------------- ----------------
<S> <C> <C>
Alaskan Falls Bottling Company Ohio 100%
Commander Systems, Inc. Ohio 100%
Corporate Design, Inc. Ohio 100%
LB Acquisition Corp. (dba: B-Bar-B) Ohio 100%
LB Communications, Inc. Ohio 100%
LB Development Corp. Ohio 100%
LB Investments, Inc. Delaware 100%
LB Europe Limited England 100%
Inpaco Corporation Ohio 100%
Liqui-Box International, Inc. Ohio 100%
Liqui-Box Europe, SA Luxembourg 100%
Liqui-Box of Canada, Ltd. Canada 100%
</TABLE>
32
<PAGE> 1
Exhibit (23) CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Liqui-Box Corporation and subsidiaries of our report dated March 2, 1995,
included in the 1994 Annual Report of Liqui-Box Corporation.
Our audits also included the financial statement schedules of Liqui-Box
Corporation and subsidiaries listed in Item 14(a). These schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, the financial statement
schedules referred to above, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
We also consent to the incorporation by reference in the Post-effective
Amendment No. 1 dated July 18, 1990 to Registration Statement Number 2- 91916
on Form S-8, and in the Post-effective Amendment No. 1 dated July 10, 1990 to
Registration Statement Number 33-310321 on Form S-3, and in the Registration
Statement Number 33-35815 on Form S-8 dated July 13, 1990, and in the
Registration Statement Number 33-35816 on Form S-8 dated July 13, 1990, and in
the Registration Statement Number 33-35817 on Form S-8 dated July 13, 1990, and
in the Registration Statement Number 33- 42452 on Form S-8 dated August 29,
1991 of our report dated March 2, 1995, with respect to the consolidated
financial statements incorporated herein by reference, and our report included
in the preceding paragraph with respect to the financial statement schedules
included in this Annual Report (Form 10-K) of Liqui-Box Corporation.
ERNST & YOUNG LLP
Columbus, Ohio
March 29, 1995
33
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of LIQUI-BOX CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Exchange Act of 1934, as amended, an ANNUAL
REPORT ON FORM 10-K, hereby constitutes and appoints SAMUEL B. DAVIS AND PETER
J. LINN his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign such Report and any or all amendments
or documents related thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his/her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand and seal as
of this 14th day of March, 1995.
/S/ Carl J. Aschinger, Jr.
------------------------------------
34
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of LIQUI-BOX CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Exchange Act of 1934, as amended, an ANNUAL
REPORT ON FORM 10-K, hereby constitutes and appoints SAMUEL B. DAVIS AND PETER
J. LINN his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign such Report and any or all amendments
or documents related thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his/her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand and seal as
of this 15th day of March, 1995.
/S/ John A. Maginnis
--------------------------------
35
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of LIQUI-BOX CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Exchange Act of 1934, as amended, an ANNUAL
REPORT ON FORM 10-K, hereby constitutes and appoints SAMUEL B. DAVIS AND PETER
J. LINN his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign such Report and any or all amendments
or documents related thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his/her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand and seal as
of this 15th day of March, 1995.
/S/ Peter J. Linn
----------------------------
36
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of LIQUI-BOX CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Exchange Act of 1934, as amended, an ANNUAL
REPORT ON FORM 10-K, hereby constitutes and appoints SAMUEL B. DAVIS AND PETER
J. LINN his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign such Report and any or all amendments
or documents related thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his/her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand and seal as
of this 15th day of March, 1995.
/S/ Samuel B. Davis
----------------------------
37
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of LIQUI-BOX CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Exchange Act of 1934, as amended, an ANNUAL
REPORT ON FORM 10-K, hereby constitutes and appoints SAMUEL B. DAVIS AND PETER
J. LINN his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign such Report and any or all amendments
or documents related thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his/her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand and seal as
of this 15th day of March, 1995.
/S/ Robert S. Hamilton
---------------------------------
38
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of LIQUI-BOX CORPORATION, an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Exchange Act of 1934, as amended, an ANNUAL
REPORT ON FORM 10-K, hereby constitutes and appoints SAMUEL B. DAVIS AND PETER
J. LINN his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign such Report and any or all amendments
or documents related thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his/her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand and seal as
of this 21st day of March, 1995.
/S/ Jeanette A. Davis
-------------------------------
39
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 4,341
<SECURITIES> 0
<RECEIVABLES> 16,868
<ALLOWANCES> 594
<INVENTORY> 24,417
<CURRENT-ASSETS> 47,848
<PP&E> 79,683
<DEPRECIATION> 52,467
<TOTAL-ASSETS> 89,185
<CURRENT-LIABILITIES> 14,672
<BONDS> 55
0
0
<COMMON> 1,210
<OTHER-SE> 72,473
<TOTAL-LIABILITY-AND-EQUITY> 89,185
<SALES> 147,772
<TOTAL-REVENUES> 147,772
<CGS> 102,000
<TOTAL-COSTS> 125,413
<OTHER-EXPENSES> 87
<LOSS-PROVISION> 580
<INTEREST-EXPENSE> 186
<INCOME-PRETAX> 22,246
<INCOME-TAX> 8,919
<INCOME-CONTINUING> 13,327
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,327
<EPS-PRIMARY> 2.06
<EPS-DILUTED> 2.06
<FN>
Multiplier of 1,000 except EPS.
</FN>
</TABLE>
