LIQUI BOX CORP
10-Q, 1998-11-16
PLASTICS PRODUCTS, NEC
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<PAGE>

                                     FORM 10-Q

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549


[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the thirteen week period ended  October 3, 1998
                                    ---------------

                                         OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from_______________________to_______________________

Commission File Number 0-8514
                       ------

                                 LIQUI-BOX CORPORATION              .
                -----------------------------------------------------
               (Exact name of registrant as specified in its charter)

     OHIO                                                    31-0628033
- - -----------------------------------------------------------------------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                    Identification No.)

6950 Worthington-Galena Road, Worthington, Ohio                   43085
- - -----------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code  (614) 888-9280
                                                    --------------

                                   Not Applicable
                                   --------------
     (Former name, former address and former fiscal year, if changed since last
                                      report.)

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

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

          Class                              Outstanding at November 9, 1998
- - ------------------------------               -------------------------------
Common Stock, no par value                                4,646,666 shares


                              Exhibit Index at Page 11

<PAGE>

                               LIQUI-BOX CORPORATION

                                       INDEX
<TABLE>
<CAPTION>
                                                                        Page No.
- - --------------------------------------------------------------------------------
<S>                                                                     <C>
Part I - Financial Information:

Item 1. Financial Statements

            Condensed Consolidated Balance Sheets
                 October 3, 1998 and January 3, 1998                        3-4

            Condensed Consolidated Statements of Income
                 For the thirteen and thirty-nine week periods ended
                 October 3, 1998 and September 27, 1997                       5

            Condensed Consolidated Statements of Cash Flows
                 For the thirty-nine week periods ended
                 October 3, 1998 and September 27, 1997                       6

            Notes to Condensed Consolidated Financial Statements              7


Item 2. Management's Discussion and Analysis of
               Financial Condition and Results of Operations               8-10

Item 3. Quantitative and Qualitative Disclosures About Market Risk           10

Part II - Other Information                                               10-11

          Item 1.  Legal Proceedings

          Item 2.  Changes in Securities and Use of Proceeds

          Item 3.  Defaults Upon Senior Securities

          Item 4.  Submission of Matters to a Vote of Security Holders

          Item 5.  Other Information

          Item 6.  Exhibits and Reports on Form 8-K

               Exhibit 27 - Financial Data Schedule                          12

               Signatures                                                    13
</TABLE>

                                         -2-
<PAGE>

                       LIQUI-BOX CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                              UNAUDITED
                                                                 ---------------------------------

                                                                 October 3, 1998  January 3, 1998
                                                                 ---------------  ---------------
<S>                                                              <C>              <C>
ASSETS

- - --------------------------------------------------------------------------------------------------
CURRENT ASSETS
- - --------------------------------------------------------------------------------------------------

Cash and cash equivalents                                        $     6,273,000  $    17,425,000
 Accounts receivable:
     Trade, net of allowance for doubtful accounts
       of $1,186,000 and $933,000, respectively                       16,621,000       14,155,000
     Other                                                               685,000          657,000
                                                                 ---------------  ---------------
Total receivables                                                     17,306,000       14,812,000


Inventories:
     Raw materials and supplies                                        8,824,000        7,165,000
     Work in process                                                   3,814,000        3,027,000
     Finished goods                                                    3,773,000        3,563,000
                                                                 ---------------  ---------------
Total Inventories                                                     16,411,000       13,755,000


Other current assets                                                   1,579,000        1,388,000
                                                                 ---------------  ---------------
TOTAL CURRENT ASSETS                                                  41,569,000       47,380,000

- - --------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT - at Cost
- - --------------------------------------------------------------------------------------------------

Land, buildings and leasehold improvements                            14,949,000       14,784,000
Equipment and vehicles                                                70,471,000       68,375,000
Equipment leased to customers                                         18,048,000       18,331,000
Construction in process                                                2,524,000        2,359,000
                                                                 ---------------  ---------------
TOTAL                                                                105,992,000      103,849,000
Less accumulated depreciation and amortization                       (68,979,000)     (66,295,000)
                                                                 ---------------  ---------------

Property, plant and equipment - net                                   37,013,000       37,554,000

- - --------------------------------------------------------------------------------------------------
OTHER ASSETS
- - --------------------------------------------------------------------------------------------------

Goodwill, net of amortization                                          8,785,000        9,137,000
Deferred charges and other assets, net                                 2,903,000        3,371,000
                                                                 ---------------  ---------------
Total other assets                                                    11,688,000       12,508,000

TOTAL ASSETS                                                     $    90,270,000  $    97,442,000
                                                                 ---------------  ---------------
                                                                 ---------------  ---------------
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                         -3-
<PAGE>

LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                              UNAUDITED
                                                                 ---------------------------------

                                                                 October 3, 1998  January 3, 1998
                                                                 ---------------  ---------------
<S>                                                              <C>              <C>

LIABILITIES AND STOCKHOLDERS' EQUITY

- - --------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
- - --------------------------------------------------------------------------------------------------

Accounts payable                                                 $     7,628,000  $     6,962,000
Short-term borrowings                                                  8,300,000       10,000,000
Dividends payable                                                        837,000          624,000
Salaries, wages and related liabilities                                3,952,000        1,962,000
Federal, state and local taxes                                           952,000          684,000
Other accrued liabilities                                              3,194,000        3,627,000
                                                                 ---------------  ---------------

TOTAL CURRENT LIABILITIES                                             24,863,000       23,859,000

- - --------------------------------------------------------------------------------------------------
OTHER NONCURRENT LIABILITIES
- - --------------------------------------------------------------------------------------------------

Deferred income taxes                                                    983,000        1,069,000

Commitments and Contingencies                                                  -                -

- - --------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
- - --------------------------------------------------------------------------------------------------

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 capital                                             8,243,000        7,234,000
Cumulative translation adjustment                                      1,414,000        1,242,000
Unrealized gain on marketable securities-net of income taxes             786,000          872,000
Retained earnings                                                    134,080,000      121,979,000
Less:
     Treasury stock, at cost - 2,610,848
       and 2,105,553 shares, respectively                            (81,309,000)     (60,023,000)

- - --------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                            64,424,000       72,514,000
                                                                 ---------------  ---------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $    90,270,000  $    97,442,000
                                                                 ---------------  ---------------
                                                                 ---------------  ---------------
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                         -4-
<PAGE>

LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                            UNAUDITED                        UNAUDITED
                                                                   -----------------------------   ----------------------------
                                                                        Thirteen Weeks Ended          Thirty-nine Weeks Ended
                                                                   -----------------------------   ----------------------------
                                                                    October 3,     September 27,    October 3,    September 27,
                                                                       1998             1997           1998            1997
                                                                   -------------   -------------   -------------  -------------
<S>                                                                <C>            <C>              <C>            <C>
NET SALES                                                          $  42,177,000   $  44,239,000   $ 122,104,000  $ 121,176,000
Cost of Sales                                                         27,403,000      29,647,000      79,015,000     81,188,000
                                                                   -------------   -------------   -------------  -------------
          Gross Margin                                                14,774,000      14,592,000      43,089,000     39,988,000

Selling, administrative and
     development expenses                                              5,601,000       6,238,000      18,499,000     18,821,000
                                                                   -------------   -------------   -------------  -------------
          Operating income                                             9,173,000       8,354,000      24,590,000     21,167,000

OTHER INCOME (EXPENSE):
Interest and dividend income                                              58,000         273,000         248,000        646,000
Interest expense                                                        (150,000)         (5,000)       (434,000)       (10,000)
Other, net                                                              (111,000)       (109,000)       (113,000)       164,000
                                                                   -------------   -------------   -------------  -------------

INCOME BEFORE INCOME TAXES                                             8,970,000       8,513,000      24,291,000     21,967,000

TAXES ON INCOME                                                        3,669,000       3,405,000       9,935,000      8,908,000
                                                                   -------------   -------------   -------------  -------------

NET INCOME                                                         $   5,301,000   $   5,108,000   $  14,356,000  $  13,059,000
                                                                   -------------   -------------   -------------  -------------
                                                                   -------------   -------------   -------------  -------------

- - --------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE
- - --------------------------------------------------------------------------------------------------------------------------------

          Basic                                                            $1.13           $0.90           $3.04          $2.28
          Diluted                                                          $1.08           $0.88           $2.92          $2.23
Cash dividends per common share                                            $0.18           $0.13           $0.48          $0.39


- - --------------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN COMPUTING EARNINGS PER SHARE:
- - --------------------------------------------------------------------------------------------------------------------------------

              Basic                                                    4,684,514       5,664,173       4,721,099      5,741,321
              Diluted                                                  4,901,412       5,797,195       4,918,885      5,853,549
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                         -5-
<PAGE>

LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                            UNAUDITED
                                                                   -----------------------------
                                                                       Thirty-nine Weeks Ended
                                                                   -----------------------------
                                                                    October 3,     September 27,
                                                                       1998             1997
- - ------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                         $  14,356,000   $  13,059,000
Adjustments to reconcile net income to net
cash provided by operating activities:
     Depreciation and amortization                                     5,917,000       5,430,000
     Provision for loss on accounts receivable                           498,000         463,000
     Amortization of other noncurrent assets                             713,000         818,000
     (Gain) on disposal of property, plant and equipment                  (1,000)       (260,000)
     Deferred compensation                                               275,000         328,000
     Changes in deferred income tax accounts                             (63,000)        187,000
     Changes in operating assets and liabilities:
          Accounts receivable                                         (2,993,000)     (3,464,000)
          Inventories                                                 (2,675,000)      1,178,000
          Other current assets                                          (202,000)         (4,000)
          Accounts payable                                               653,000       1,695,000
          Salaries, wages and related liabilities                      1,990,000       3,542,000
          Other accrued liabilities                                     (180,000)      2,126,000
                                                                   -------------   -------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                             18,288,000      25,098,000

- - ------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
- - ------------------------------------------------------------------------------------------------

Purchase of property, plant and equipment                             (7,515,000)     (8,894,000)
Proceeds from sale of property, plant and equipment                    2,176,000       1,499,000
Other changes, net                                                        20,000         123,000
                                                                   -------------   -------------

NET CASH USED IN INVESTING ACTIVITIES                                 (5,319,000)     (7,272,000)

- - ------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
- - ------------------------------------------------------------------------------------------------

Acquisition of treasury shares                                       (22,455,000)     (9,094,000)
Exercise of stock options, including tax benefit                       1,903,000         354,000
Cash dividends                                                        (2,042,000)     (2,220,000)
Repayment of short-term borrowings                                    (1,700,000)
                                                                   -------------   -------------

NET CASH USED IN FINANCING ACTIVITIES                                (24,294,000)    (10,960,000)

- - ------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  173,000      (1,073,000)
- - ------------------------------------------------------------------------------------------------

(DECREASE ) INCREASE IN CASH AND CASH EQUIVALENTS                    (11,152,000)      5,793,000

CASH AND CASH EQUIVALENTS, Beginning of year                          17,425,000      15,248,000
                                                                   -------------   -------------

CASH AND CASH EQUIVALENTS, End of third quarter                    $   6,273,000   $  21,041,000
                                                                   -------------   -------------
                                                                   -------------   -------------
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                         -6-
<PAGE>

                               LIQUI-BOX CORPORATION
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                     UNAUDITED


1.   The accompanying financial statements include the accounts of Liqui-Box
     Corporation (the "Company") and its subsidiaries.

     The information furnished reflects all adjustments (all of which were of a
     normal recurring nature) which are, in the opinion of management, necessary
     to fairly present the consolidated financial position, results of
     operations and changes in cash flows on a consistent basis.

     Certain amounts in the prior year's financial statements have been
     reclassified to conform to the 1998 presentation.

2.   As of January 4, 1998, Liqui-Box adopted Statement of Financial Accounting
     Standards No. 130 (SFAS 130), "Reporting Comprehensive Income," issued in
     June 1997.  SFAS 130 requires the reporting and display of comprehensive
     income, which is composed of net income and other comprehensive income
     items, in a full set of general purpose financial statements.  Other
     comprehensive income items are revenues, expenses, gains and losses that
     under generally accepted accounting principles are excluded from net income
     and reflected as a component of equity; such as currency translation and
     gain or loss on securities adjustments.  Comprehensive income, net of tax,
     was $5,442,000 and $4,766,000 in Third Quarter 1998 and Third Quarter 1997.
     Year to date comprehesive income was $14,442,000 and $12,119,000 in 1998
     and 1997.  Other comprehensive income is composed of the change in foreign
     currency translation and the change in the value of marketable securities
     held for investment.

3.   In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
     "Disclosures about Segments of an Enterprise and Related Information".  The
     statement is effective for periods beginning after December 15, 1997.  The
     Company has not completed the process of evaluating the impact that will
     result on its financial statements when such statement is adopted.

4.   The accompanying unaudited consolidated financial statements are presented
     in accordance with the requirements for Form 10-Q and Article 10 of
     Regulation S-X for interim reporting purposes.  Accordingly, they do not
     include all information and footnotes required by generally accepted
     accounting principles for complete financial statements.  These financial
     statements should be read in conjuction with the year ended January 3, 1998
     consolidated financial statements of Liqui-Box Corporation contained in the
     Annual Report on Form 10-K (File No. 0-8514).  Reference should be made to
     the Company's aforementioned Form 10-K for additional disclosures including
     a summary of the Company's accounting policies, which have not
     significantly changed.

5.   In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities".  The
     statement establishes accounting and reporting standards requiring that all
     derivative instruments (including certain derivative instruments imbedded
     in other contracts) be recorded in the balance sheet as either an asset or
     a liability measured at its fair value.  The statement requires that
     changes in the derivative's fair value be recognized currently in earnings
     unless specific hedge accounting criteria are met.  The accounting
     provisions for qualifying hedges allow a derivative's gains and losses to
     offset related results on the hedged item in the income statement, and
     requires that the Company formally document, designate, and assess the
     effectiveness of transactions that qualify for hedge accounting.  The
     Company is not required to adopt this statement until January 2000.  The
     Company has not determined its method or timing of adopting this statement
     or the impact on its financial statements.


                                         -7-
<PAGE>

                                       ITEM 2.

                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     RESULTS OF OPERATIONS

     During the Third Quarter 1998, Liqui-Box Corporation and its subsidiaries
     (the "Company") experienced a 5% decrease in sales dollars and a 7%
     increase in unit sales compared to the Third Quarter 1997.  The decrease in
     sales dollars for the quarter was the result of the increase in unit sales,
     offset by the sales mix and price changes.  For the first three quarters of
     1998, net sales dollars were $122,104,000 compared to $121,176,000 for the
     first three quarters of 1997.

     Gross profit, as a percentage of net sales, was 35% in the Third Quarter
     1998 and 33% in the Third Quarter 1997.  For the first three quarters of
     1998, gross profit, as a percentage of net sales, was 35.3% compared to 33%
     in 1997.  The increases in gross profit as a percent of net sales are
     primarily the result of improvements in plant operating efficiencies and to
     a lesser extent, improved margins from the Company's Inpaco subsidiary.

     For the Third Quarter of 1998, selling, administrative, and development
     expenses were 13.3% of sales as compared to 14.1% in the Third Quarter of
     1997.  For the first nine months of 1998, selling, administrative, and
     development expenses were 15.2% of sales as compared to 15.5% for the first
     nine months of 1997.  The decreases are primarily the result of the
     Company's continuing efforts to control costs.

     Income before taxes as a percentage of net sales was 21.3% in the Third
     Quarter 1998 and 19.2% in the Third Quarter 1997.  For the first nine
     months of 1998, income before taxes as a percentage of net sales was 19.9%
     of sales as compared to 18.1% for the first nine months of 1997.

     The provision for income taxes was 40.9% of before tax income for the Third
     Quarter of 1998 and 40% for the Third Quarter 1997.  On a year-to-date
     basis, the provision for income taxes was 40.9% in 1998 and 40.6% in 1997.
     The effective tax rate for the first nine months of 1998 is based on the
     Company's anticipated tax rate for the 1998 fiscal year.

     At the end of the Third Quarter of 1998 and 1997, the Company had no
     significant backlog of orders, which is industry typical.


     LIQUIDITY AND CAPITAL RESOURCES

     Total working capital at October 3, 1998, was $16,706,000 compared to
     $23,521,000 at January 3, 1998.  This decrease is the result of the
     acquisition of treasury shares by the Company in the first three quarters
     of 1998 combined with the seasonal needs of the Company.  The ratio of
     current assets to current liabilities was 1.7 to 1 at the end of the Third
     Quarter 1998 and 2.0 to 1 at year-end 1997.  Net cash provided from
     operations was $18,288,000 for the nine months ended October 3, 1998
     compared to $25,098,000 for the nine months ended September 27, 1997.  Net
     cash used in investing activities was $5,319,000 for the nine months ended
     October 3, 1998 compared to $7,272,000 for the nine months ended September
     27, 1997.  The cash was used primarily for purchases of new plant equipment
     and improvements to existing property and plant equipment.  Cash used in
     financing activities was $24,294,000 for the nine months ended October 3,
     1998, compared to cash used of $10,960,000 for the nine months ended
     September 27, 1997.  The cash used in financing activities was primarily
     for the acquisition of treasury stock, repayment of short-term debt and
     payment of cash dividends.


                                         -8-
<PAGE>

     The Company's major commitments for capital expenditures as of October 3,
     1998 were, as they have been in the past, primarily for increased capacity
     at existing locations, building filler machines for lease and tooling for
     new projects.  Funds required to fulfill these commitments will be provided
     principally from operations with any additional funding needed coming from
     credit facilities that aggregate $30,000,000 with The Huntington National
     Bank.  There was $8,300,000 outstanding under these commitments as of
     October 3, 1998.

     Longer-term cash requirements, other than normal operating expenses, are
     needed for financing anticipated growth; increasing capacity at existing
     plants; development of new products and enhancement of existing products;
     dividend payments and possible continued repurchases of the Company's
     common shares.  The Company believes that its existing cash and cash
     equivalents, available credit facilities and anticipated cash generated
     from operations will be sufficient to satisfy its currently anticipated
     cash requirements for the fiscal year 1998.

     There have been no significant changes in capitalization during the first
     nine months of 1998, except for the repurchase of treasury shares in the
     aggregate amount of $22,455,000 which were acquired throughout the first
     nine months of 1998.  The common shares were bought at a price considered
     fair by management and there was cash available for these purchases.  The
     Company felt the purchases represented a good investment and would secure
     common shares for issuance under the Company's employee benefit plans.  The
     Company has not entered into any significant financing arrangements not
     reflected in the financial statements.


     COMPREHENSIVE INCOME

     Comprehensive income items are revenues, expenses, gains and losses that
     under generally accepted accounting principles are excluded from net income
     and reflected as a component of equity; such as currency translation and
     gain or loss on securities adjustments.  Comprehensive income, net of tax,
     was $5,442,000 and $4,766,000 in Third Quarter 1998 and Third Quarter 1997.
     Year to Date comprehensive income was $14,442,000 and $12,119,000 in 1998
     and 1997.  Comprehensive income differs from net income per the
     Consolidated Statements of Income due to foreign currency translation gain
     in 1998 and loss in 1997, and loss on marketable securities in 1998 and
     gain in 1997.  Other comprehensive income is composed of the change in
     foreign currency translation and the change in the value of marketable
     securities held for investment.

     YEAR 2000

     In prior years, certain computer programs were written using two digits,
     rather than four, to define the applicable year.  These programs were
     written without considering the impact of the upcoming century and may
     experience problems handling dates beyond the year 1999.  This could cause
     computer applications to fail or to create erroneous results unless
     corrective measures are taken.  Incomplete or untimely resolution of the
     Year 2000 issue could have a material impact on the Company's business,
     operations or financial condition, in the future.

     The Company has identified its Year 2000 risk, in three categories:
     internal business software; internal non-financial software and imbedded
     chip technology; and external noncompliance by suppliers and customers.

     INTERNAL BUSINESS SOFTWARE.  The Company has been assessing the impact that
     the Year 2000 issue will have on its computer systems, since 1995.  In
     response to these assessments, the Company has replaced all critical
     systems.  The Company's Project plan called for the implementation of an
     integrated application software package which was purchased from a software
     vendor.  This application software has received ITAA*2000 certification
     from the Information Technology Association of America as Year 2000
     compliant.  In addition, the Company has replaced all critical computer
     hardware and PC software, with Year 2000 compliant products.  The project
     was implemented in the Second Quarter of 1998, at a total estimated cost of
     $1,400,000, of which $241,000 was incurred in Third Quarter 1998 and
     $796,000 Year to Date.  The project has been funded through operating cash
     flows.


                                         -9-
<PAGE>

     INTERNAL NON-FINANCIAL SOFTWARE AND IMBEDDED CHIP TECHNOLOGY.  The Company
     is in the data-gathering phase, with regard to non-financial software and
     imbedded chip technology.  The Company does not, at this time, have
     sufficient data to estimate the cost of achieving Year 2000 compliance for
     its non-financial systems.  If the Company is unable to achieve Year 2000
     compliance for its critical non-financial systems, the Year 2000 could have
     a material impact on the operations of the Company.  The Company does not
     currently have a contingency plan, in place, for its non-financial software
     and imbedded chip technology.

     EXTERNAL NONCOMPLIANCE BY SUPPLIERS AND CUSTOMERS.  The Company is in the
     process of surveying critical suppliers, service providers and customers to
     determine the status of their Year 2000 compliance programs.  To the extent
     that responses to Year 2000 readiness are not satisfactory, the Company
     intends to change suppliers and service providers, to those who have
     demonstrated Year 2000 readiness, but cannot be assured that it will be
     successful in finding such alternative suppliers and service providers.  In
     the event that any of the Company's major customers and critical suppliers
     do not achieve successful and timely Year 2000 compliance, and the Company
     is not successful in replacing them with new customers or alternative
     suppliers, the Company's business or operations could be adversely
     affected.

     Based on the work to date, the Company believes future costs relating to
     the Year 2000 issue will not have a material impact on the Company's
     consolidated financial position, results of operations or cash flows.


     FORWARD-LOOKING STATEMENTS

     The Private Securities Litigation Reform Act of 1995 provides a safe-harbor
     for forward-looking statements made by or on behalf of the Company.  The
     Company and its representatives may from time to time make written or oral
     forward-looking statements, including statements contained in the Company's
     filings with the Securities and Exchange Commission and in its reports to
     shareholders.  All statements which are not historical fact are
     forward-looking statements based upon the Company's current plans and
     strategies, and reflect the Company's current assessment of the risks and
     uncertainties related to its business, including such things as product
     demand and market acceptance; the economic and business environment and the
     impact of governmental regulations, both in the United States and abroad;
     the effects of competitive products and pricing pressures; the impact of
     fluctuations in foreign currency exchange rates and the implementation of
     the Euro; capacity; efficiency and supply constraints; effective
     remediation of Year 2000 issues; weather conditions; and other risks
     detailed in the Company's press releases, shareholder communications and
     Security and Exchange Commission filings.  Actual events affecting the
     Company and the impact of such events on the Company's operations may vary
     from those currently anticipated.


     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Not applicable


     PART II.  OTHER INFORMATION


     ITEM 1. LEGAL PROCEEDINGS

          Not applicable

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

          Not applicable


                                         -10-
<PAGE>

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          Not applicable

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not applicable

     ITEM 5. OTHER INFORMATION

          Not applicable

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibit Index
               Exhibit 27. Financial Data Schedule (page 12)

          (b)  No reports on Form 8-K were filed during the quarter ended
               October 3, 1998.


                                         -11-
<PAGE>

                                      SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             LIQUI-BOX CORPORATION
                                        --------------------------
                                                (Registrant)


Date     November 16, 1998              By      /s/ C. William McBee
    ----------------------------           -------------------------
                                                  C. William McBee
                                           President and Chief Operating Officer
                                              (Duly Authorized Officer)


Date     November 16, 1998              By      /s/ Paul Maynard
    ----------------------------           ---------------------
                                                  Paul Maynard
                                               Director of Finance
                                             (Principal Accounting Officer)


                                        -13-

<TABLE> <S> <C>

<PAGE>
<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>                   9-MOS
<FISCAL-YEAR-END>                          JAN-02-1999
<PERIOD-END>                               OCT-03-1998
<CASH>                                           6,273
<SECURITIES>                                         0
<RECEIVABLES>                                   17,807
<ALLOWANCES>                                     1,186
<INVENTORY>                                     16,411
<CURRENT-ASSETS>                                41,569
<PP&E>                                         105,992
<DEPRECIATION>                                  68,979
<TOTAL-ASSETS>                                  90,270
<CURRENT-LIABILITIES>                           24,863
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         1,210
<OTHER-SE>                                      63,214
<TOTAL-LIABILITY-AND-EQUITY>                    90,270
<SALES>                                        122,104
<TOTAL-REVENUES>                               122,104
<CGS>                                           79,015
<TOTAL-COSTS>                                   97,514
<OTHER-EXPENSES>                                   299
<LOSS-PROVISION>                                   498
<INTEREST-EXPENSE>                                 434
<INCOME-PRETAX>                                 24,291
<INCOME-TAX>                                     9,935
<INCOME-CONTINUING>                             14,356
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,356
<EPS-PRIMARY>                                     3.04
<EPS-DILUTED>                                     2.92
        

</TABLE>


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