<PAGE>
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
For the fiscal year (fifty-two weeks) ended January 2, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from N / A to N / A.
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Commission File Number 0-8514
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LIQUI-BOX CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 31-0628033
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6950 Worthington-Galena Road, Worthington, Ohio 43085
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 888-9280
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act:
Common Shares, No Par Value (4,654,026 outstanding at February 24, 1999)
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(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 on February
24, 1999, the aggregate market value of the voting stock held by non-affiliates
of the Registrant was $139,768,000.
Documents Incorporated by Reference:
(1) Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended January 2, 1999 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 Stockholders to be held on April 21, 1999 are
incorporated by reference into Part III of this Annual Report on Form
10-K.
Exhibit Index on Page 13
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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, 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 11 manufacturing plants in the United
States and Europe. Through licensees, agents and direct exporters, Liqui-Box
serves markets in many countries worldwide.
DESCRIPTION OF PRINCIPAL PRODUCTS - The principal product of the Company is
plastic packaging. Such packaging includes specialty plastic bags and plastic
blow molded containers; injection molded plastic products used in liquid
packaging and a variety of industrial and commercial plastic packaging films. In
addition, the Company manufactures equipment for filling such packaging products
(approximately 3% of total net sales). 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 1998, the
Company maintained its position in its principal markets of beverage, processed
foods and specialty industrial products.
COMPETITION - The plastic packaging market is large and highly fragmented. There
are numerous competitors and the major market 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 3-year supply agreement between the Company and The Perrier
Group of America. This agreement, which was renegotiated in 1997 in accordance
with the terms of the original supply agreement, expires on December 31, 2000.
Sales to this customer constituted 20%, 19% and 18% of total sales in 1998, 1997
and 1996, respectively.
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.
2
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R & D expenditures in 1998, 1997 and 1996 were $1,221,000, $1,371,000 and
$1,856,000, 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 4 and 5
[Management's Discussion and Analysis] and on Page 15 [Note 1, Accounting
Policies, of the Notes to Consolidated Financial Statements] of the 1998 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 of 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 non-food 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 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.
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 652 individuals in its operations throughout the
United States and in Europe on January 2, 1999. Approximately 3% 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.
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FOREIGN OPERATIONS AND SALES - The Company's European operations constituted 13%
of consolidated net sales, less than 10% of consolidated income before taxes and
21% of consolidated identifiable assets as of and for the year ended January 2,
1999. European operations constituted 13% of net sales, less than 10% of
consolidated income before taxes and 20% of identifiable assets as of and for
the year ended January 3, 1998. Further information can be found on page 21
[Note 9 of the Notes to Consolidated Financial Statements] of the 1998 Annual
Report and is incorporated herein by reference.
Item 2. Properties:
At January 2, 1999, the Company owned or leased property at fifteen (15)
locations for manufacturing and offices with a total of approximately 609,000
square feet of floor space. The following table summarizes the properties owned
or leased.
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Approximate Owned Expiration
Floor Space or Date of
Use and Location: (Sq. Ft.) Leased Lease
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<S> <C> <C> <C>
Executive offices, research and
manufacturing:
Worthington, Ohio 63,000 Owned N/A
Manufacturing:
Ashland, Ohio 43,000 Leased Less than 1 year
Ashland, Ohio 22,000 Owned N/A
Houston, Texas 33,000 Leased 2000
Elkton, Maryland 58,000 Leased 2015
Auburn, Massachusetts 30,000 Owned N/A
Ontario, California 61,000 Leased 2003
Upper Sandusky, Ohio 76,000 Owned N/A
Lake Wales, Florida 8,000 Owned N/A
Lake Wales, Florida 12,000 Owned N/A
Sacramento, California 74,000 Leased 2002
Sacramento, California 24,000 Leased Month to Month
Allentown, Pennsylvania 40,000 Leased 2006
Romiley, England 53,000 Leased 2006
Romiley, England 12,000 Leased 2006
</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.
Item 3. Legal Proceedings:
See page 17 [Note 3 of the Notes to Consolidated Financial Statements] of the
1998 Annual Report which is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders:
Not applicable
4
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EXECUTIVE OFFICERS OF THE REGISTRANT:
The names, ages and positions of all of the executive officers of Liqui-Box, as
of February 24, 1999, 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>
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Name Age Title
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<S> <C> <C>
Samuel B. Davis (1) 57 Chairman of the Board, Chief Executive
Officer, Treasurer and Director
Robert S. Hamilton (2) 70 Vice Chairman of the Board and Director
C. William McBee (3) 56 Chief Operating Officer, President, Secretary
and Director
Samuel N. Davis (4) 34 Vice President, Development and Director
Robert D. Beck, Jr. (5) 46 Vice President, Sales and Marketing
Stewart M. Graves (6) 48 Vice President, International
Barry Pritchard (7) 40 Vice President, Technology and
Equipment Development
</TABLE>
(1) Samuel B. Davis has been Chairman of the Board, Chief Executive Officer
and Treasurer since August, 1982. Mr. Davis was President from
September, 1991 to December, 1997 upon the promotion of C. William
McBee.
(2) Robert S. Hamilton has been Vice Chairman of the Board since July, 1989.
Mr. Hamilton was President and Chief Operating Officer from April, 1984
to September, 1991 with a period of retirement from January, 1990 to
May, 1990 and another period of retirement from September, 1991 until
May, 1995.
(3) C. William McBee has been Chief Operating Officer and President since
December, 1997. Mr. McBee became a director in April, 1995. From
October, 1994 until December, 1997, Mr. McBee was Vice President of
Manufacturing. Mr. McBee was also Vice President, Administration from
February, 1994 to October, 1995. Prior to February, 1994, Mr. McBee was
a General Manager for Stone Container Corporation, Columbus, Indiana, a
manufacturer of corrugated cardboard containers.
(4) Samuel N. Davis became Vice President, Development and an executive
officer in April, 1996. From September, 1995 until April, 1996, Mr.
Davis held the position of Special Projects Coordinator. From January,
1993 through August, 1995, Mr. Davis was an active investor in Zacchaeus
Clothiers, Columbus, Ohio, a clothing retailer. Prior to January, 1993,
Mr. Davis held various offices with Liqui-Box.
(5) Robert D. Beck, Jr. became Vice President, Sales and Marketing and an
executive officer in October, 1998. From September, 1995 through
October, 1998, Mr. Beck was a Customer Development Manager for the
Pillsbury Company, Dallas, Texas, a consumer package goods manufacturer.
From July, 1993 through September, 1995, Mr. Beck was the Vice
President, Business Development for Heublein Wines Group, San Mateo, CA,
a varietal wine manufacturer.
(6) Stewart M. Graves became Vice President, International and an executive
officer in August, 1996. From January, 1994 until August, 1996, Mr.
Graves held the position of Managing Director of LB Europe Limited.
(7) Barry Pritchard became Vice President, Technology and Equipment
Development and an executive officer December, 1998. Prior to December,
1998, Mr. Pritchard held the position of Service Engineering Manager and
Vice President of Technology and Development, Inpaco, Division of
Liqui-Box.
5
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PART II
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The Company, in the normal course of business, is exposed to market risks
associated with foreign currency exchange rates, fluctuations in the market
value of equity securities available for sale, and changes in interest rates.
The Company is also exposed to changes in the price of commodities used in its
manufacturing operations. However, commodity price risk is not material as price
changes are customarily passed along to the customer.
Foreign Currency Exchange Risk
In 1998 and 1997, European operations accounted for approximately 13% of the
Company's net sales. As a result, there is exposure to foreign exchange risk on
transactions that are denominated in a currency other than the business unit's
functional currency. The Company enters into forward exchange contacts to hedge
against foreign currency fluctuations wherever economically feasible. The
contracts are generally less than one year. The counter-parties to the forward
exchange contracts are financial institutions with investment grade credit
ratings. At January 2, 1999, the Company had contracts of approximately
$1,064,000 maturing from January 8, 1999 through March 12, 1999 to exchange
various currencies to pounds sterling. Reference is made to Note 1 Foreign
Currency Translation in the Notes to the Financial Statements for further
information with respect to foreign currency exchanges. The Company's hedging
activities provide only limited protection against currency exchange risks,
however, a hypothetical 10% foreign exchange fluctuation would not materially
impact operating results or cash flow.
Marketable Securities Risk
The Company maintains a portfolio of marketable equity securities available
for sale. The fair market value of these securities at January 2, 1999 was
approximately $1,600,000 with the corresponding unrealized gain included as a
component of other comprehensive income. A hypothetical 10% decrease in the
quoted market price of marketable securities would not materially impact
operating results or cash flow.
Interest Rate Risk
The interest payable for the Company's revolving credit facilities is
principally 50 basis points above the London Interbank Offered Rate and
therefore affected by changes in market interest rates. However, the Company has
the option to pay the balance in full at any time without penalty. As a result,
the Company believes that the market risk is minimal.
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Pages
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The following items are incorporated herein by reference
from the indicated pages of the 1998 Annual Report:
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 6
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operation 6 - 9
Item 8. Financial Statements and Supplementary Data 11 - 15
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure No response required
</TABLE>
6
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PART III
The following items are incorporated herein by reference from the indicated
pages of the Registrant's definitive Proxy Statement for its 1999 Annual Meeting
filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.
<TABLE>
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Item 10. Directors and Executive Officers of the Registrant 3 - 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".
Item 11. Executive Compensation 5 - 8
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 1999 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 4, 5 and 9, 10
</TABLE>
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 1998 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 1998 Annual
Report.
<TABLE>
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Consolidated Balance Sheets
--January 2, 1999 and January 3, 1998 8 - 9
Consolidated Statements of Income and Comprehensive Income
--Fifty-two weeks ended January 2, 1999,
Fifty-three weeks ended January 3, 1998 and
Fifty-two weeks ended December 28, 1996 10
Consolidated Statements of Cash Flows
--Fifty-two weeks ended January 2, 1999,
Fifty-three weeks ended January 3, 1998,
Fifty-two weeks ended December 28, 1996 11
Consolidated Statements of Stockholders' Equity
--Fifty-two weeks ended January 2, 1999,
Fifty-three weeks ended January 3, 1998 and
Fifty-two weeks ended December 28, 1996 12 - 13
</TABLE>
7
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Item 14. (continued)
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Notes to Consolidated Financial Statements 14 - 21
Report of Independent Auditors 22
Report of Independent Auditors on Financial Statement Schedules.
The page number indicates the location in this Form 10-K 39
(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
</TABLE>
Schedules other than those listed above are omitted because they are not
required or are not applicable.
(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.
<TABLE>
<CAPTION>
Exhibit No. Description Pages
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3A Amended Articles of Incorporation of the Registrant as filed
with the Ohio Secretary of State on December 14, 1995 are
incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 30, 1995 filed with the
Securities and Exchange Commission (Exhibit 3A) (File number
0-8514) N/A
3B Code of Regulations as amended of the Registrant are
incorporated by reference to the Registrant's Form 10-Q for
the fiscal quarter ended July 1, 1995 filed with the
Securities and Exchange Commission (Exhibit 3B) (File number
0-8514) N/A
9 Voting Trust and Right of First Refusal Agreement, effective as of September 29, 1993,
by and among Mary Ann Davis, Samuel B. Davis, as Voting Trustee, and Samuel
B. Davis, individually, is incorporated by reference to Amendment No. 6 to
Schedule 13D of Samuel B. Davis filed on March 6, 1995 (Exhibit 1). N/A
10A-B 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 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
13 Annual Report to Stockholders for the fiscal year ended January 2, 1999 14 - 44
21 Subsidiaries of the Registrant 45
23 Independent Auditors' Consent and Report on Schedule (Deloitte & Touche LLP) 46
24 Powers of Attorney 47 - 56
27 Financial Data Schedule 57
</TABLE>
(b) No report on Form 8-K was filed during the fourteen weeks
ended January 2, 1999.
8
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(c) Exhibits filed with this Annual Report on Form 10-K are
attached hereto. See Index to Exhibits at page 44.
(d) Financial Statement Schedules -- See Item 14.(a)(2)
9
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(amounts rounded to the nearest thousand dollars)
LIQUI-BOX CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Column A Column B Column C Column D
Additions
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Balance at Charged to Charged
Beginning Costs and to Other
Description of Period Expenses Accounts Deductions (1)
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<S> <C> <C> <C> <C>
Reserves deducted from assets:
Fifty-two weeks ended
January 2, 1999:
Allowance for
doubtful accounts ................ $ 933,000 $ 384,000 $(371,000)
Fifty-three weeks ended January 3, 1998:
Allowance for
doubtful accounts ................ $ 742,000 $ 685,000 $(494,000)
Fifty-two weeks ended December 28, 1996:
Allowance for
doubtful accounts ................ $ 679,000 $ 747,000 $(684,000)
</TABLE>
<TABLE>
<CAPTION>
Column E
Balance at
End of
Period
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<S> <C>
Reserves deducted from assets:
Fifty-two weeks ended
January 2, 1999:
Allowance for
doubtful accounts ................ $ 946,000
Fifty-three weeks ended January 3, 1998:
Allowance for
doubtful accounts ................ $ 933,000
Fifty-two weeks ended December 28, 1996:
Allowance for
doubtful accounts ................ $ 742,000
</TABLE>
(1) Uncollectible accounts written off, net of recoveries.
10
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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.
LIQUI-BOX CORPORATION
4/1/99 *Samuel B. Davis
Date: __________________________________ By: _________________________________
Samuel B. Davis
Chairman of the Board, Chief Executive Officer,
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.
4/1/99 *Samuel B. Davis
Date: __________________________________ By: _________________________________
Samuel B. Davis
Chairman of the Board, Chief Executive Officer,
Treasurer and Director
(Principal Executive and Financial Officer)
4/1/99 *Samuel N. Davis
Date: __________________________________ By: _________________________________
Samuel N. Davis
Vice President of Development and Director
4/1/99 *Robert S. Hamilton
Date: __________________________________ By: _________________________________
Robert S. Hamilton
Vice Chairman and Director
4/1/99 *Charles R. Coate
Date: __________________________________ By: _________________________________
Charles R. Coate
Director
4/1/99 *C. William McBee
Date: __________________________________ By: _________________________________
C. William McBee
President, Chief Operating Officer, Director
and Secretary
4/1/99 *Carl J. Aschinger, Jr.
Date: __________________________________ By: _________________________________
Carl J. Aschinger, Jr.
Director
4/1/99 *Russell M. Gertmenian
Date: __________________________________ By: _________________________________
Russell M. Gertmenian
Director
4/1/99 *Robert D. Beck, Jr.
Date: __________________________________ By: _________________________________
Robert D. Beck, Jr.
Vice President, Sales & Marketing
11
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4/1/99 *Barry L. Pritchard
Date: __________________________________ By: _________________________________
Barry L. Pritchard
Vice President, Technology and Equipment Development
4/1/99 *Paul J. Maynard
Date: __________________________________ By: _________________________________
Paul J. Maynard
Director of Finance
4/1/99 /s/ Paul J. Maynard
Date: __________________________________ By: _________________________________
Paul J. Maynard
Attorney in Fact
12
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Index to Exhibits
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.
<TABLE>
<CAPTION>
Exhibit No. Description Pages
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<S> <C> <C>
3A Amended Articles of Incorporation of the Registrant as filed with the Ohio
Secretary of State on December 14, 1995 are incorporated by
reference to the Registrant's Form 10-K for the fiscal year
ended December 30, 1995 filed with the Securities and Exchange
Commission (Exhibit 3A) (File number 0-8514) N/A
3B Code of Regulations as amended of the Registrant are
incorporated by reference to the Registrant's Form 10-Q for
the fiscal quarter ended July 1, 1995 filed with the
Securities and Exchange Commission (Exhibit 3B) (File number
0-8514) N/A
9 Voting Trust and Right of First Refusal Agreement, effective as of September 29,
1993, by and among Mary Ann Davis, Samuel B. Davis, as Voting Trustee, and
Samuel B. Davis, individually, is incorporated by reference to Amendment No. 6
To Schedule 13D of Samuel B. Davis filed on March 6, 1995 (Exhibit 1). 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 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
13 Annual Report to Stockholders for the fiscal year ended January 2, 1999 Filed herewith
21 Subsidiaries of the Registrant Filed herewith
23 Independent Auditors' Consent and Report on Schedule (Deloitte & Touche LLP) Filed herewith
24 Powers of Attorney Filed herewith
27 Financial Data Schedule Filed herewith
</TABLE>
38
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Exhibit (13) 1998 ANNUAL REPORT TO STOCKHOLDERS
<PAGE>
ANNUAL REPORT INTRODUCTION- 1998
1998 was a very important year for Liqui-Box Corporation. In addition to
continuing our record profit growth, we also made great progress in a number of
other important areas impacting our future. Most importantly, I think, we made
great strides in improving our relationships with our customers during the last
twelve months. We have learned to listen better, to respond more quickly to
their needs, and to be very proactive in making sure that we are doing what they
want us to do. We now have significant initiatives underway to further the kind
of product development our customers have said they want.
We also significantly strengthened our organizational team and improved the
communications at all levels. Our sales group is stronger than ever with new
management and a new compensation system aimed at strategic initiatives
rather than just getting the next order. Our production group continues to
manage for high quality and improved bottom line results, while our
administrative group has installed vastly improved systems and procedures to
support our efforts. Most importantly, product development and engineering
have taken the front seat and involved all of the above groups in the active
pursuit of new things to offer to the market. The best evidence of this
shift is that we now have Monday morning management meetings including
representatives of all groups, via teleconferencing, with the specific focus
of new product and market development.
This year we will be turning more and more day-to-day decisions over to our
line managers allowing the officers to spend additional time in strategic
areas of the business like market development and acquisitions. This will
not be your usual exercise where plans are made and never reviewed, but a
continual hands-on look at the future and how well we are driving toward it.
In addition, we are becoming very goal-oriented. Our President, Bill McBee,
and I constantly review the goals we have set for the future. We will have
this goal-directed focus in effect throughout the corporation by the end of
the year. We will use these goals as the driving force behind our progress
and innovation in the marketplace. As we all know, the attainment of the
desired results is the only measure of success.
Through continued development of Form/Fill/Seal fitment-attachment
technology, Liqui-Box Corporation is beginning to take flexible packaging to
new heights. This technology has allowed Liqui-Box to expand traditional
markets, entering new and exciting areas for the future. From our "StrawPak"
to our 6 liter Clear Handi-Tap, Liqui-Box Corporation continues to meet the
needs of consumers while maintaining its financial growth.
Another exciting development in 1998 was the acquisition of the Tetrapak
StarAsept aseptic bulk packaging system. With this addition, Liqui-Box
continues to add to its international dominance of the aseptic market.
Recently, Liqui-Box Corporation was recognized as the leader for aseptic
installations since 1995 in the United States by more than a 2:1 margin. We
are very proud of our success in this demanding arena.
<PAGE>
Coupled with this we are entering new markets never contemplated in the past.
Just this year we delivered the first machine ever to package a revolutionary
blood replacement product that may revolutionize the medical field. We have
machines filling everything from aseptic cheese sauce to soft drinks, from
medical fluids to purified water. The list just keeps expanding and so do our
possibilities for the future.
Finally, we repurchased a significant number of our outstanding shares this
year, the effect of which was to raise the earnings per share a whopping 31%
over the previous year. We plan to continue this program, as we believe our
stock is still undervalued in the marketplace.
As the year 2000 quickly approaches, Liqui-Box Corporation continues to acquire
and improve on the techniques that have made us a successful and exciting
company for 37 years. With additional markets, heightened customer focus,
unmatched product quality, improved service and a strong belief in hard work and
focused activity, we believe Liqui-Box Corporation will continue to be a world
leader in both the flexible and the rigid packaging marketplace.
<PAGE>
FINANCIAL HIGHLIGHTS
For the Five Fiscal Years Ended January 2, 1999 (In thousands of dollars, except
for per share data)
<TABLE>
<CAPTION>
SELECTED INCOME STATEMENT DATA 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Net Sales $154,656 $154,145 $152,368 $156,373 $147,772
Income Before Taxes 28,838 26,115 24,109 20,038 22,246
Net Income 17,043 15,646 14,519 12,085 13,327
Net Income as a % of Net Sales 11.0% 10.2% 9.5% 7.7% 9.0%
Return on Stockholders' Equity 24.7% 19.9% 17.7% 15.8% 19.2%
Earnings Per Share
Basic $3.62 $2.77 $2.44 $1.94 $2.11
Diluted $3.45 $2.72 $2.41 $1.92 $2.10
SELECTED BALANCE SHEET DATA
Total Assets 92,074 97,442 100,016 90,796 89,185
Long-term Obligations - - - - -
Cash Dividends Per Share $0.66 $0.52 $0.48 $0.42 $0.40
Book Value Per Share $14.14 $14.06 $14.47 $13.02 $11.76
Market Price at Fiscal Year-end $52.00 $39.06 $32.75 $29.63 $33.25
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
1998 1997
Cash Cash
Dividends Dividends
Low High Per Share Low High Per Share
<S> <C> <C> <C> <C> <C> <C>
First Quarter 36 3/4 49 1/2 $0.15 28 3/4 34 1/2 $0.13
Second Quarter 40 3/16 53 3/8 $0.15 32 1/2 34 3/4 $0.13
Third Quarter 41 1/2 57 $0.18 32 3/4 38 3/4 $0.13
Fourth Quarter 38 1/4 53 7/8 $0.18 36 1/8 40 1/4 $0.13
</TABLE>
As of January 2, 1999, there were 692 holders of record of common shares. Credit
facility covenants restrict dividends to 50% of net income.
<PAGE>
SHARE REPURCHASE PROGRAM
Liqui-Box is committed to increasing the market value of each share of its
common stock outstanding. As part of this commitment the Company closely
monitors the current market price on a daily basis. During 1998, 1997 and 1996
the Company felt that its common stock was undervalued by the market and as a
result the Company began an aggressive campaign to repurchase its common shares
outstanding. During 1998 and 1997 Liqui-Box repurchased 605,863 common shares at
an aggregate cost of $23,902,000 and 696,801 common shares at an aggregate cost
of $25,250,000, respectively. The Company purchased an additional 2,700 common
shares from January 3, 1999 through March 12, 1999 at an aggregate cost of
$138,825. The grand total of the above purchases was $49,291,000 at an average
cost of $37.76. These would have had a total market value of $66,573,000 based
on a closing price of $51.00 on March 12, 1999, an excess over cost of
$17,282,000.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
1998 COMPARED TO 1997
During 1998, Liqui-Box Corporation (the "Company") experienced a .3% increase in
net sales dollars on a 5.3% increase in unit sales compared to 1997. The
increase in net sales dollars to $154,656,000 in 1998 from $154,145,000 in 1997
was the result of the increase in unit sales, partly offset by sales mix and
price changes attributable to decreased selling prices, due to a decrease in
1998 in the cost of the Company's prime raw material, plastic resin. Fiscal year
1998 consisted of fifty-two weeks while fiscal year 1997 consisted of
fifty-three weeks.
Gross profit, as a percentage of net sales, was 35.4% in 1998 and 31.9% in 1997.
This increase is primarily the result of improvements in plant efficiencies and
mix of product sales.
Selling, administrative and development expenses in 1998 were $25,589,000,
compared to $24,151,000 in 1997, an increase of $1,438,000. This increase is
primarily due to an increase in compensation-related costs and an increase in
data processing expenses. The increase in compensation-related costs in 1998 is
the result of the Company's compensation program, which bases a significant
portion of employees' total compensation on Company profitability. The increase
in data processing expenses is the result of updating the Company's computer
systems.
Research and development costs were $1,221,000 in 1998 and $1,371,000 in 1997, a
decrease of $150,000. The 1997 costs included significant costs associated with
development of the Company's new PET clear Handi-Tap. It should be noted that
the above amounts only include direct costs associated with research and
development. The Company and all of its employees share a commitment to
continually improving existing products and processes, as well as developing new
products.
Net income increased by 8.9% to $17,043,000, compared to $15,646,000 in 1997.
This increase is a result of the increase in gross profit, partially offset by
the increase in selling, administrative and development costs and income taxes.
The provision for income taxes was 40.9% and 40.1% of before tax income in 1998
and 1997, respectively.
At the end of 1998 and 1997, Liqui-Box had no significant backlog of orders,
which is industry typical.
1997 COMPARED TO 1996
During 1997, the Company experienced a 1.1% increase in net sales dollars on a
.7% increase in unit sales compared to 1996. The increase in net sales can be
primarily attributed to a comparable increase in unit sales. Selling prices on
most products remained relatively stable in 1997, as did the cost of the
Company's prime raw material, plastic resin. Fiscal year 1997 consisted of
fifty-three weeks while fiscal year 1996 consisted of fifty-two weeks. The
Company does not believe the additional week had a material impact on the
results of operations because the additional week
<PAGE>
occurred at the end of the fiscal year when the sales and related activities of
the Company are historically lower.
Gross profit, as a percentage of net sales, was 31.9% in 1997 and 31.2% in 1996.
This increase was primarily the result of improvements in plant efficiencies,
including the positive impact of previous plant consolidations.
Selling, administrative and development expenses in 1997 were $24,151,000 as
compared to $23,447,000 in 1996, an increase of $704,000. This increase was
primarily due to an increase in compensation-related costs. The increase in
compensation-related costs in 1997 was the result of the Company's compensation
program, which bases a significant portion of employees' total compensation on
Company profitability.
Research and development costs were $1,371,000 in 1997 and $1,856,000 in 1996, a
decrease of $485,000. The 1996 costs included significant costs associated with
development of the Company's new clear PET Handi-Tap. It should be noted that
the above amounts only include direct costs associated with research and
development. The Company and all of its employees share a commitment of
continually improving existing products and processes, as well as developing new
products.
Net income increased by 7.8% to $15,646,000 in 1997, compared to $14,519,000 in
1996. This growth was the result of the increase in gross profit, partially
offset by the increase in selling, administrative and development costs and
income taxes. The provisions for income taxes were 40.1% and 39.8% of before tax
income in 1997 and 1996, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Total working capital at year-end was $16,247,000, $23,521,000 and $37,468,000
in 1998, 1997 and 1996, respectively. The ratio of current assets to current
liabilities was 1.6 to 1 for 1998, 2.0 to 1 in 1997 and 3.6 to 1 in 1996. Net
cash provided from operations was $23,957,000 for 1998 compared to $30,177,000
in 1997 and $29,762,000 in 1996. The decrease in cash provided was the result of
the increase in net income, offset by changes in operating assets and
liabilities. Net cash used in investing activities was $9,591,000 for 1998
compared to $9,628,000 in 1997 and $13,659,000 in 1996. The cash used in
investing activities was primarily for purchases of new plant equipment,
improvements to existing property and plant equipment, and patents and other
intangible assets. Cash used in financing activities was $23,124,000 for 1998
compared to $17,615,000 in 1997 and $11,759,000 in 1996. The cash used in
financing activities was primarily for the acquisition of treasury stock and
payment of cash dividends, offset by borrowings on the Company's revolving line
of credit.
Liqui-Box's major commitments for capital expenditures as of January 2, 1999,
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 are expected to be
provided by operations.
<PAGE>
There have been no significant changes in the Company's capitalization during
the past three years except for the repurchase of and the issuance of treasury
shares. The common shares have been bought at prices considered fair by
management and there has been cash available for the purchases. The Company
feels the purchases represent a good investment and secure common shares for
issuance under the Company's employee benefit plans.
Financing arrangements with The Huntington National Bank ("Bank") provide
various credit facilities with a total commitment of $30,000,000. There was
$10,800,000 outstanding under these commitments as of January 2, 1999. A portion
of these credit facilities expires on April 30, 1999; however, management has a
commitment from the Bank to renew these facilities on terms comparable to the
existing facility. The remaining portion of these facilities expires on April
30, 2004.
Longer-term cash requirements, other than those related to normal operations,
relate to financing anticipated growth; increasing capacity at existing plants;
developing new products and enhancing of existing products; dividend payments;
and possibly continuing 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 1999 fiscal year.
During 1998, the Company experienced general reductions in the costs of plastic
resin, and the Company was able to obtain an adequate supply for its needs. In
1999, it is uncertain what will happen to plastic resin prices. The Company
anticipates that during 1999, there will be an adequate supply of the major
types of plastic resin it purchases.
Management feels that inflation did not have a material effect on the Company
during 1998 and 1997; however, management feels that inflation did have a
material effect on the Company during 1996 due to fluctuations in the cost of
resin. The Company has the ability to adjust prices as the cost of resin
changes; however, there is a time lag between when the Company incurs a change
in resin cost and when that change is passed on to a customer.
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
<PAGE>
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
$1,500,000, of which $999,000 has been incurred to date. The project has been
funded through operating cash flows.
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
non-financial systems, the Year 2000 could have a material impact on the
operations of the Company, although, to date the Company has not found any
critical non-financial systems not to be Year 2000 compliant. 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.
EFFECT OF NEW EUROPEAN CURRENCY
The implementation of the Euro currency in certain European countries in 2002
could adversely impact the Company. In January 1999, a new currency called the
"Euro" was introduced in certain Economic and Monetary Union ("EMU") countries.
During 2002, all EMU countries are expected to be operating with the Euro as
their single currency. Uncertainty exists as to the effect the Euro currency
will have on the marketplace. Additionally, all of the final rules and
regulations have not yet been defined and finalized by the European Commission
with regard to the Euro currency. The Company is still assessing the impact the
EMU formation and Euro implementation will have on internal systems and the sale
of its products. The Company expects to take appropriate actions based on the
results of such assessment. As of March 12, 1999, the Company has not become
aware of any negative impact resulting from the EMU formation and Euro
implementation. The Company has not yet determined the cost related to
addressing this issue, if any, and there can be no assurance that this issue and
its related costs will not have a material adverse effect on the Company's
business, operating results and financial condition.
<PAGE>
NEW ACCOUNTING STANDARD
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.
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 verbal 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
Securities 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.
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS January 2, 1999 January 3, 1998
- ---------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $8,685,000 $17,425,000
Accounts receivable:
Trade, net of allowance for doubtful accounts
of $946,000 and $933,000, respectively 14,613,000 14,155,000
Other 423,000 657,000
------------------------ ---------------------------
Total receivables 15,036,000 14,812,000
Inventories:
Raw materials and supplies 7,551,000 7,739,000
Work in process 3,699,000 3,027,000
Finished goods 3,066,000 2,989,000
------------------------ ---------------------------
Total Inventories 14,316,000 13,755,000
Other current assets 3,247,000 1,388,000
------------------------ ---------------------------
TOTAL CURRENT ASSETS 41,284,000 47,380,000
- ---------------------------------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT - at Cost
- ---------------------------------------------------------------------------------------------------------------------------------
Land, buildings and leasehold improvements 14,986,000 14,784,000
Equipment and vehicles 71,299,000 69,164,000
Equipment leased to customers 18,497,000 17,542,000
Construction in process 2,660,000 2,359,000
------------------------ ---------------------------
TOTAL 107,442,000 103,849,000
Less accumulated depreciation and amortization (70,847,000) (66,295,000)
------------------------ ---------------------------
Property, plant and equipment - net 36,595,000 37,554,000
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS
- ---------------------------------------------------------------------------------------------------------------------------------
Goodwill, net of amortization 8,515,000 9,137,000
Deferred charges and other assets, net 5,680,000 3,371,000
------------------------ ---------------------------
Total other assets 14,195,000 12,508,000
TOTAL ASSETS $ 92,074,000 $ 97,442,000
------------------------ ---------------------------
------------------------ ---------------------------
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
------------------------ --------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY January 2, 1999 January 3, 1998
------------------------ --------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Accounts payable $ 6,638,000 $ 6,962,000
Short-term borrowings 10,800,000 10,000,000
Dividends payable 837,000 624,000
Salaries, wages and related liabilities 1,883,000 1,962,000
Federal, state and local taxes 1,172,000 684,000
Other accrued liabilities 3,707,000 3,627,000
------------------------ --------------------------
TOTAL CURRENT LIABILITIES 25,037,000 23,859,000
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER NONCURRENT LIABILITIES
- ----------------------------------------------------------------------------------------------------------------------------------
Deferred income taxes 1,271,000 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 8,588,000 7,234,000
Accumulated other comprehensive income 2,185,000 2,114,000
Retained earnings 135,929,000 121,979,000
Less:
Treasury stock, at cost - 2,611,117 and 2,105,553
shares, respectively (82,146,000) (60,023,000)
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 65,766,000 72,514,000
------------------------ --------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 92,074,000 $ 97,442,000
------------------------ --------------------------
------------------------ --------------------------
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Fifty-two Fifty-three Fifty-two
Weeks Ended Weeks Ended Weeks Ended
January 2, January 3, December 28,
----------------------- ---------------------- -----------------------
1999 1998 1996
----------------------- ---------------------- -----------------------
<S> <C> <C> <C>
NET SALES $ 154,656,000 $ 154,145,000 $ 152,368,000
Cost of Sales 99,849,000 104,984,000 104,848,000
----------------------- ---------------------- -----------------------
Gross Margin 54,807,000 49,161,000 47,520,000
Selling, administrative and
development expenses 25,589,000 24,151,000 23,447,000
----------------------- ---------------------- -----------------------
Operating Income 29,218,000 25,010,000 24,073,000
OTHER INCOME (EXPENSE):
Interest and dividend income 331,000 923,000 541,000
Interest expense (536,000) (59,000) (5,000)
Other, net (175,000) 241,000 (500,000)
----------------------- ---------------------- -----------------------
INCOME BEFORE INCOME TAXES 28,838,000 26,115,000 24,109,000
TAXES ON INCOME 11,795,000 10,469,000 9,590,000
----------------------- ---------------------- -----------------------
NET INCOME $17,043,000 $15,646,000 $14,519,000
OTHER COMPREHENSIVE INCOME
(EXPENSE), NET OF TAX:
Foreign currency translation adjustments 8,000 (744,000) 1,368,000
Unrealized gain on marketable securities 63,000 267,000 145,000
----------------------- ---------------------- -----------------------
Other comprehensive income (expense) 71,000 (477,000) 1,513,000
----------------------- ---------------------- -----------------------
COMPREHENSIVE INCOME $17,114,000 $15,169,000 $16,032,000
----------------------- ---------------------- -----------------------
----------------------- ---------------------- -----------------------
- ------------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE
- ------------------------------------------------------------------------------------------------------------------------------------
Basic $3.62 $2.77 $2.44
Diluted $3.45 $2.72 $2.41
Cash dividends per common share $0.66 $0.52 $0.48
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares used in computed earnings per share:
- ------------------------------------------------------------------------------------------------------------------------------------
Basic 4,703,198 5,643,479 5,959,962
Diluted 4,944,183 5,760,163 6,022,755
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Fifty-two Fifty-three Fifty-two
Weeks Ended Weeks Ended Weeks Ended
January 2, January 3, December 28,
------------ ------------ ------------
1999 1998 1996
------------ ------------ ------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 17,043,000 $ 15,646,000 $ 14,519,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 7,991,000 7,142,000 6,643,000
Provision for loss on accounts receivable 370,000 428,000 747,000
Amortization of other noncurrent assets 959,000 1,052,000 1,147,000
Loss (gain) on disposal of property, plant and equipment (33,000) (56,000) (45,000)
Deferred compensation 275,000 446,000 452,000
Changes in deferred income tax accounts (1,439,000) (236,000) (76,000)
Changes in operating assets and liabilities:
Accounts receivable (592,000) 2,167,000 1,063,000
Inventories (563,000) 3,799,000 938,000
Other current assets (218,000) 54,000 19,000
Accounts payable (322,000) 321,000 1,688,000
Salaries, wages and related liabilities (79,000) 266,000 401,000
Other accrued liabilities 565,000 (852,000) 2,266,000
------------ ------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 23,957,000 30,177,000 29,762,000
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
- ------------------------------------------------------------------------------------------------------------------------------------
Purchase of property, plant and equipment (9,050,000) (11,467,000) (15,116,000)
Proceeds from sale of property, plant and equipment 2,042,000 1,863,000 2,055,000
Purchase of patents and other intangibles (2,500,000) -- --
Other changes, net (83,000) (24,000) (598,000)
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (9,591,000) (9,628,000) (13,659,000)
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ------------------------------------------------------------------------------------------------------------------------------------
Acquisition of treasury shares (23,902,000) (25,250,000) (12,160,000)
Sale of treasury shares 255,000 -- 3,050,000
Exercise of stock options, including tax benefit 2,603,000 611,000 189,000
Cash dividends (2,880,000) (2,976,000) (2,838,000)
Proceeds from short-term borrowings 6,300,000 10,000,000 --
Repayment of short-term borrowings (5,500,000) -- --
------------ ------------ ------------
NET CASH USED IN FINANCING ACTIVITIES (23,124,000) (17,615,000) (11,759,000)
- ------------------------------------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 18,000 (757,000) 1,480,000
- ------------------------------------------------------------------------------------------------------------------------------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (8,740,000) 2,177,000 5,824,000
CASH AND CASH EQUIVALENTS, Beginning of year 17,425,000 15,248,000 9,424,000
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, End of Year $ 8,685,000 $ 17,425,000 $ 15,248,000
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See notes to consolidated financial statements
<PAGE>
LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JANUARY 2, 1999, JANUARY 3, 1998 AND DECEMBER 28, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ADDITIONAL OTHER
SHARES COMMON PAID-IN COMPREHENSIVE
OUTSTANDING STOCK CAPITAL INCOME
<S> <C> <C> <C> <C>
Balance at December 30, 1995 6,117,606 $ 1,210,000 $ 5,178,000 $ 1,078,000
Net income
Cash dividends
Purchase of treasury stock (407,137)
Sale of treasury stock 111,923 949,000
Proceeds from exercise of stock options 8,003 11,000
Tax benefit on stock options exercised 25,000
Deferred compensation 452,000
Translation gain 1,368,000
Unrealized gain on marketable securities 145,000
- --------------------------------------------------------------------------------------------------------------
Balance at December 28, 1996 5,830,395 1,210,000 6,615,000 2,591,000
Net income
Cash dividends
Purchase of treasury stock (696,801)
Proceeds from exercise of stock options 23,451 107,000
Tax benefit on stock options exercised 66,000
Deferred compensation 446,000
Translation loss (744,000)
Unrealized gain on marketable securities 267,000
- --------------------------------------------------------------------------------------------------------------
Balance at January 3, 1998 5,157,045 1,210,000 7,234,000 2,114,000
Net income
Cash dividends
Purchase of treasury stock (605,863)
Proceeds from exercise of stock options 93,937 698,000
Sale of treasury stock 6,362 147,000
Tax benefit on stock options exercised 234,000
Deferred compensation 275,000
Translation gain 8,000
Unrealized gain on marketable securities 63,000
- --------------------------------------------------------------------------------------------------------------
Balance at January 2, 1999 4,651,481 $ 1,210,000 $ 8,588,000 $ 2,185,000
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TREASURY RETAINED
STOCK EARNINGS
<S> <C> <C>
Balance at December 30, 1995 $(25,305,000) $ 97,494,000
Net income 14,519,000
Cash dividends (2,838,000)
Purchase of treasury stock
Sale of treasury stock (12,160,000)
Proceeds from exercise of stock options 2,101,000
Tax benefit on stock options exercised 153,000
Deferred compensation
Translation gain
Unrealized gain on marketable securities
- --------------------------------------------------------------------------------
Balance at December 28, 1996 (35,211,000) 109,175,000
Net income 15,646,000
Cash dividends (2,842,000)
Purchase of treasury stock (25,250,000)
Proceeds from exercise of stock options 438,000
Tax benefit on stock options exercised
Deferred compensation
Translation loss
Unrealized gain on marketable securities
- --------------------------------------------------------------------------------
Balance at January 3, 1998 (60,023,000) 121,979,000
Net income 17,043,000
Cash dividends (3,093,000)
Purchase of treasury stock
Proceeds from exercise of stock options (23,902,000)
Sale of treasury stock 1,671,000
Tax benefit on stock options exercised 108,000
Deferred compensation
Translation gain
Unrealized gain on marketable securities
- --------------------------------------------------------------------------------
Balance at January 2, 1999 $(82,146,000) $135,929,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
<PAGE>
LIQUI-BOX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JANUARY 2, 1999, JANUARY 3, 1998 AND DECEMBER 28,1996
- --------------------------------------------------------------------------------
NOTE 1 ACCOUNTING POLICIES
Liqui-Box Corporation and subsidiaries (the "Company") is a manufacturer of
bag-in-box flexible packaging, blow-molded containers, filling equipment and
bulk liquid dispensing systems for the beverage, processed foods, dairy,
detergent, wine and other specialty products industries. The Company operates
eleven manufacturing plants in the United States and Europe in primarily the
plastic packaging industry. Significant accounting policies of the Company are
as follows:
CONSOLIDATION - The consolidated financial statements include the accounts of
Liqui-Box Corporation and its subsidiaries, all of which are wholly-owned. The
Company eliminates all significant intercompany balances and transactions in the
consolidated financial statements.
BASIS OF ACCOUNTING - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CASH EQUIVALENTS - The Company considers money market funds and all highly
liquid investments with a maturity of three months or less when purchased to be
cash equivalents. Cash and cash equivalents are on deposit primarily with two
financial institutions.
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMER - The Company's exposure to
credit risk is impacted by the economic climate affecting its diverse customer
base and wide geographic dispersion. The Company manages this risk by performing
ongoing credit evaluations of its customers. Reserves for credit losses are
maintained by the Company and losses have been within Company expectations.
Approximately 20%, 19% and 18% of the Company's revenues in 1998, 1997 and 1996,
respectively, were derived from sales to one major customer. Trade receivables
due from this customer were $1,292,000 and $734,000 at January 2, 1999 and
January 3, 1998, respectively.
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 $1,137,000 and $2,269,000 at January 2, 1999
and January 3, 1998, 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 $7,589,000 and $7,067,000 at January 2,
1999 and January 3, 1998, respectively.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is stated at cost.
Depreciation is computed using the straight-line method (accelerated methods are
generally used for tax purposes) in amounts adequate to amortize the cost over
the estimated useful lives of the assets as follows: buildings and improvements
- - 5 to 30 years; and equipment - 3 to 7 years.
GOODWILL AND OTHER INTANGIBLES - Goodwill represents the excess purchase price
over net assets acquired and is being amortized using the straight-line method
over 15 to 25 years. Other intangibles resulting from business acquisitions,
comprised mainly of costs related to sales agreements, patents and non-compete
<PAGE>
agreements, are being amortized using the straight-line method over 3 to 17
years. Accumulated amortization of goodwill and other intangibles as of January
2, 1999 and January 3, 1998 approximated $7,622,000 and $6,710,000,
respectively. At each balance sheet date, a determination is made by the Company
as to whether any intangible assets have been impaired based on several
criteria, including, but not limited to, sales trends, operating factors and
undiscounted cash flows. During 1998 the Company purchased inventories,
equipment, patents and other intangible assets for $3,000,000, of which
approximately $2,500,000 has been recorded as deferred charges and other assets.
MARKETABLE SECURITIES - Marketable securities consist primarily of common stocks
and are included in other noncurrent assets. The Company classifies its
securities as available for sale and, accordingly, carries such at fair market
value, based on quoted market prices, with unrealized gains and losses reported
as other comprehensive income. The fair market value, cost and unrealized gains,
net of tax, were $1,618,000, $59,000 and $935,000, respectively, at January 2,
1999 and $1,513,000, $59,000 and $872,000, respectively, at January 3, 1998. The
unrealized gain, net of tax, is a supplemental non-cash transaction for the
statement of cash flows.
TREASURY STOCK - During 1998 and 1997, Liqui-Box repurchased 605,863 common
shares at an aggregate cost of $23,902,000 and 696,801 common shares at an
aggregate cost of $25,250,000, respectively. Included in the 1998 amounts,
referred to above, 35,000 common shares, at an aggregate cost of $1,330,000,
were purchased from Jasam Foundation, a charitable trust of which S.B. Davis
is a trustee. In addition, the Company purchased from certain officers a
total of 19,164 shares at an aggregate cost of $921,000. These purchases were
offset by the exercise of options and the purchase of treasury shares
amounting to a total of 17,110 shares.
REVENUE RECOGNITION - Revenue from product sales is recognized at the time
products are shipped.
RESEARCH AND DEVELOPMENT - All research and development costs are expensed as
incurred. Such costs amounted to $1,221,000, $1,371,000 and $1,856,000 in 1998,
1997 and 1996, respectively.
ADVERTISING COSTS - Advertising costs primarily relate to trade shows, product
catalogues and product literature. Such costs are expensed as incurred. Total
advertising expenses were $769,000, $686,000 and $456,000 in 1998, 1997 and
1996, respectively.
EARNINGS PER SHARE - Basic income per share amounts are based on the weighted
average number of shares of common stock outstanding during the years presented.
Diluted income per share amounts are based on the weighted average number of
shares of common stock and stock options outstanding during the years presented.
FOREIGN CURRENCY TRANSLATION - All assets and liabilities of wholly-owned
foreign subsidiaries have been translated using the current exchange rate in
effect at the balance sheet dates. Revenue and expense accounts of such
subsidiaries 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 long-term intercompany
receivable balances and the translation of the foreign financial statements into
U.S. dollars are reflected as translation adjustments in stockholders' equity.
The foreign currency cumulative translation adjustment was $1,250,000,
$1,242,000, $1,986,000 and $618,000 at fiscal year ended 1998, 1997, 1996 and
1995, respectively. The related deferred income tax expense (benefit) was
$5,000, $(496,000) and $912,000 in fiscal years 1998, 1997 and 1996,
respectively.
Foreign currency exchange gains (losses) arise primarily from transactions
denominated in foreign currencies and from forward exchange contracts and are
included in other income (expense) in the amount of approximately $(10,000),
$(236,000) and $(4,000) in 1998, 1997 and 1996, respectively. The Company enters
into forward exchange contracts to hedge against foreign currency fluctuations
on certain transactions. Transactions hedged with forward exchange contracts
will come due at the approximate time that forward exchange contracts held
expire. Realized and unrealized gains and losses on these contracts are included
in
<PAGE>
net income. At January 2, 1999, the Company had contracts of approximately
$1,064,000 maturing from January 8, 1999 through March 12, 1999 to exchange
various currencies to pounds sterling.
DISCLOSURES CONCERNING FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value
of cash and cash equivalents; trade and other receivables; accounts payable;
fair value of guaranteed debt obligations to certain officers and employees;
short-term borrowings; other current liabilities and forward exchange contracts
are estimated to approximate fair value because of the short-term maturity of
these items.
ACCOUNTING CHANGES - In 1998, the Company adopted the following FASB (Financial
Accounting Standards Board) statements. Statement No. 130, "Reporting
Comprehensive Income," requires the components of comprehensive income to be
disclosed in the financial statements. Statement No. 131, "Disclosures about
Segments of an Enterprise and Related Information," requires certain information
to be reported about operating segments on a basis consistent with the Company's
internal organizational structure. Required disclosures have been made and prior
years' information has been restated for the impact of FASB Statements 130 and
131.
NEW ACCOUNTING STANDARD - In June 1998, the FASB 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.
RECLASSIFICATION - Certain reclassifications have been made to the 1997
financial statements to conform to the 1998 presentation.
<PAGE>
NOTE 2 TAXES ON INCOME
Deferred income taxes are provided for the temporary differences between the
carrying amounts of assets and liabilities for financial reporting and income
tax purposes by applying enacted statutory tax rates applicable to future years
to the basis differences. The effect on deferred income taxes of a change in tax
rates is recognized in income in the period that includes the enactment date.
Significant components of the Company's deferred tax liabilities and assets are
as follows:
<TABLE>
<CAPTION>
JANUARY 2, JANUARY 3,
1999 1998
<S> <C> <C>
Current deferred tax assets:
Accounts receivable $ 305,000 $ 338,000
Reserves, accruals and other 2,259,000 585,000
--------- ---------
Net current deferred tax assets $2,564,000 $ 923,000
--------- ---------
--------- ---------
Long-term deferred tax liabilities:
Tax over book depreciation $1,520,000 $1,400,000
Marketable securities and other 770,000 582,000
--------- ---------
Total long-term deferred tax liabilities 2,290,000 1,982,000
--------- ---------
Long-term deferred tax assets:
Intangibles 492,000 271,000
Deferred Compensation and other 527,000 642,000
--------- ---------
Total long-term deferred tax assets 1,019,000 913,000
--------- ---------
Net long-term deferred tax liabilities $1,271,000 $1,069,000
--------- ---------
--------- ---------
</TABLE>
Significant components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Current:
Federal $ 10,762,000 $ 8,874,000 $ 7,783,000
Foreign 107,000 83,000 145,000
State 2,365,000 1,927,000 1,841,000
---------- ---------- ---------
Total current taxes 13,234,000 10,884,000 9,769,000
---------- ---------- ---------
Deferred:
Federal and State (1,439,000) (415,000) (179,000)
---------- ---------- ---------
Total taxes $ 11,795,000 $ 10,469,000 $ 9,590,000
---------- ---------- ---------
---------- ---------- ---------
</TABLE>
<PAGE>
The following table summarizes the difference between income taxes computed at
the expected Federal statutory rate and actual amounts:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Expense at Federal statutory rates $ 10,093,000 $ 9,140,000 $ 8,438,000
Foreign income taxes 107,000 118,000 145,000
State income taxes, net of Federal tax benefit 1,425,000 1,271,000 1,175,000
Other - net 170,000 (60,000) (168,000)
------------ ------------ ------------
Total $ 11,795,000 $ 10,469,000 $ 9,590,000
------------ ------------ ------------
------------ ------------ ------------
Effective income tax rate 40.9 % 40.1 % 39.8 %
</TABLE>
The Company made income tax payments, net of refunds, of approximately
$12,746,000, $11,259,000 and $8,699,000 in 1998, 1997 and 1996, respectively.
NOTE 3 COMMITMENTS AND CONTINGENCIES
The Company leases property and equipment pursuant to various non-cancelable
operating lease agreements. Certain leases contain renewal options and generally
provide that the Company shall pay for insurance, taxes and maintenance. Future
minimum payments on non-cancelable operating leases with initial or remaining
terms in excess of one year for the five fiscal years subsequent to January 2,
1999 are: $1,353,000, $1,113,000, $997,000, $914,000 and $801,000. Lease
payments under non-cancelable operating leases subsequent to the year 2003
aggregate $2,696,000.
Total rent expense including other cancelable and short-term leases was
$1,895,000, $2,023,000 and $2,354,000 in 1998, 1997 and 1996, respectively.
In 1997, a jury in a United States District Court in Texas returned a verdict
against the Company in a lawsuit over an allegedly defective product. The
verdict was in the amount of approximately $800,000 in actual damages and
$1,360,000 in punitive damages. Legal counsel has advised the Company that it
has various defenses and remedies available and the Company intends to pursue
all available avenues in the post-trial and appellate review processes. The
ultimate liability related to this matter is presently not determinable. Because
of the risks associated with any litigation, the ultimate outcome may differ.
The Company is also involved in various other litigation arising in the ordinary
course of business. The Company believes that the reserves recorded in the
Company's financial statements are adequate to satisfy the outcome of litigation
arising out of the ordinary course of business. However, because of the risks
associated with any litigation, the ultimate outcome may differ.
The Company has guaranteed debt obligations of certain officers and employees
totaling $2,710,000 as of January 2, 1999.
NOTE 4 STOCK OPTIONS
At January 2, 1999, the Company has stock-based compensation programs which are
described below. The Company applies APB Opinion 25 and related Interpretations
in accounting for its plans. Accordingly, the only compensation expense charged
against income is related to deferred compensation for options issued at a
discount from market value at the measurement date of the grant. Compensation
expense recorded in 1998, 1997 and 1996 was $275,000, $446,000 and $452,000,
respectively. Had the compensation costs for the Company's stock-based
compensation plans been determined using the fair value at the grant dates for
awards
<PAGE>
under those plans consistent with the method of FASB Statement 123, the
Company's net income and earnings per share would have been as indicated in the
pro forma amounts below:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C> <C>
Net income As Reported $ 17,043 $ 15,646 $14,519
Pro forma $ 16,797 $ 15,506 $ 14,359
Basic earnings per share As Reported $ 3.62 $ 2.77 $ 2.44
Pro forma $ 3.57 $ 2.75 $ 2.41
Diluted earnings per share As Reported $ 3.45 $ 2.72 $ 2.41
Pro forma $ 3.40 $ 2.69 $ 2.38
</TABLE>
The pro forma amounts are not representative of the effects on reported net
income for future years.
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1998: dividend yield of 1.7%; expected volatility
of 23%; risk-free interest rates of 5.25%; and expected lives of 7 years. The
assumptions for 1997 and 1996 grants assumed a dividend yield of 1.5%; expected
volatility of 23%; risk-free interest rates of 6.6%; and expected lives of 7
years.
Under the 1990 Liqui-Box Stock Option Plan ("the Plan"), the Company may 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 number of common
shares that may be reserved for issuance under the Plan annually is limited to
3% of the outstanding common shares, but shares not awarded in one year may be
carried over to the next year. Options granted under the Plan are exercisable
according to the terms of each option. However, in the event of a change in
control as defined, the options shall become immediately exercisable, except
those awarded within the last six months. Options granted under the Plan include
the LBShares program, supplemental retirement options and other options.
Under its program entitled LBShares, the Company grants options annually to the
majority of non-executive employees based on the prior year's wages. Options are
granted at exercise prices that equal the fair market value at date of grant.
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
Company may also grant shares to Company executives under terms similar to the
LBShares Program discussed above.
The Company has granted supplemental retirement options to certain Company
executives. Options are granted at exercise prices equal to 50% of the fair
market value at date of grant. These options vest 50% after six months and 50%
upon termination of employment for other than cause, except they are subject to
specified reductions based on age and non-competition arrangements in the event
employment is terminated for any reason other than retirement, death or
disability.
Other options outstanding under the Plan include non-qualified grants and
incentive grants for the purchase of common shares. The exercise prices for the
incentive stock options were not less than the market value at date of grant and
for the non-qualified options were at or below market value at date of grant.
The incentive and certain of the non-qualified options become exercisable in 25%
increments on each anniversary of the grant date. The remaining non-qualified
options generally become exercisable in 10% increments on each anniversary of
the grant date.
<PAGE>
A summary of the status of the Company's stock option plan as of January 2, 1999
and for the three years then ended is presented below:
<TABLE>
<CAPTION>
1998 1998 1997 1997 1996 1996
---------------------------- ----------------------------- ----------------------------
Shares Weighted-Average Shares Weighted-Average Shares Weighted-Average
(000) Exercise Price (000) Exercise Price (000) Exercise Price
----- -------------- ----- -------------- ----- --------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 721 $25 758 $25 763 $24
Granted 60 $41 42 $36 48 $31
Exercised (94) $25 (23) $26 (8) $24
Forfeited (16) $31 (56) $29 (45) $29
----- ----- -----
Outstanding at end of year 671 $26 721 $25 758 $25
----- ----- -----
----- ----- -----
Options Exercisable at year-end 333 $28 307 $27 224 $26
</TABLE>
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Weighted-average fair value of
options granted during the year
where market price at date of grant
is at exercise price $12 $15 $12
</TABLE>
The following table summarizes information about stock options outstanding at
January 2, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
---------------------------------------------------- ---------------------------------
Number Weighted-Average Number
Range of Outstanding Remaining Weighted-Average Outstanding Weighted-Average
Excercise Prices (000) Contractual Life Exercise Price (000) Exercise Price
---------------- ----- ---------------- -------------- ----- --------------
<S> <C> <C> <C> <C> <C>
$12.50 to $18.50 202 6.2 $14 34 $14
$22.50 to $24.625 27 3.3 $24 27 $24
$27.25 to $30.75 290 5.8 $28 209 $28
$31.50 to $37.00 92 5.6 $35 63 $35
$38.25 to $42.00 60 9.7 $41 - -
---------------------------------------------------- ---------------------------------
671 6.3 $26 333 $28
---------------------------------------------------- ---------------------------------
---------------------------------------------------- ---------------------------------
</TABLE>
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 obtained 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 equivalent to the taxable
gain recognized by the optionee. The tax benefit of this deduction is reflected
in additional paid-in capital and totaled $234,000, $66,000 and $25,000 in 1998,
1997 and 1996, respectively.
NOTE 5 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 cancelable 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 January 2, 1999 and January 3, 1998 approximated $14,002,000
and $14,477,000, respectively. Total lease income including other cancelable and
short-term leases was $753,000, $651,000, and $554,000 in 1998, 1997 and 1996,
respectively.
<PAGE>
The future minimum rentals on non-cancelable operating leases for the five
fiscal years subsequent to January 2, 1999 and thereafter are: $530,000,
$439,000, $351,000, $239,000, $81,000 and $67,000.
NOTE 6 CREDIT FACILITIES
The Company maintains unsecured credit facilities that aggregate $30,000,000 and
include $10,000,000 for a revolving term loan, the availability of which
terminates on April 30, 2004, when, at the option of the Company, outstanding
amounts can be converted to a term note under the terms of the agreement as
defined. $10,000,000 was outstanding under this facility at January 2, 1999. The
remaining portion of the credit facilities of $20,000,000 is a line of credit
that expires April 30, 1999; however, the Company has a commitment from the Bank
to renew this facility on terms comparable to the existing facility. $800,000
was outstanding under this facility at January 2, 1999. At the Company's option,
the credit facilities bear interest at either the prime rate, the London
Interbank Offered Rate plus .50% or a negotiated rate, as defined (5.56% at
January 2, 1999). The facilities require the maintenance of certain financial
ratios and restrict future common stock dividends to 50% of consolidated net
income. Interest paid in 1998, 1997 and 1996 was $518,000, $36,000 and $5,000,
respectively.
NOTE 7 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 the discretion of the Board of
Directors, were $652,000, $597,000 and $106,000 in 1998, 1997 and 1996,
respectively.
The Company also has an Employee Stock Ownership Plan ("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. The Company
applies SOP 76-3 and related Interpretations in accounting for its ESOP plan. In
addition, all shares of common stock of the Company 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
expenses were $73,000, $54,000 and $28,000 in 1998, 1997 and 1996, respectively.
ESOP allocated and unallocated shares were 163,000 and 24,000 at January 2, 1999
and 170,000 and 33,000 at January 3, 1998, respectively.
The Company contributes to various retirement plans. Contributions and expenses
related to these plans were $24,000, $4,000 and $37,000 in 1998, 1997 and 1996,
respectively.
<PAGE>
NOTE 8 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
EARNINGS PER SHARE
NET GROSS NET ----------------------
1998 SALES PROFIT INCOME BASIC DILUTED
<S> <C> <C> <C> <C> <C>
First quarter $ 35,993 $ 11,679 $ 3,656 $ 0.77 $ 0.74
Second quarter 43,934 16,636 5,399 1.14 1.10
Third quarter 42,177 14,774 5,301 1.13 1.08
Fourth quarter 32,552 11,718 2,687 0.58 0.55
---------- -------- --------- ------- -------
Total $ 154,656 $ 54,807 $ 17,043 $ 3.62 $ 3.45
---------- -------- --------- ------- -------
---------- -------- --------- ------- -------
1997
First quarter $ 33,958 $ 10,622 $ 3,191 $ 0.55 $ 0.54
Second quarter 42,979 15,307 4,760 0.83 0.81
Third quarter 44,239 14,592 5,108 0.90 0.88
Fourth quarter 32,969 8,640 2,587 0.48 0.46
---------- -------- --------- ------- -------
Total $ 154,145 $ 49,161 $ 15,646 $ 2.77 $ 2.72
---------- -------- --------- ------- -------
---------- -------- --------- ------- -------
</TABLE>
<PAGE>
NOTE 9 SEGMENT INFORMATION
Financial information by segment for each of the three years in the period ended
January 2, 1999, is summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
UNITED
1998 STATES EUROPE TOTAL
<S> <C> <C> <C>
Net sales $ 134,762,000 $ 19,894,000 $ 154,656,000
------------- ------------- -------------
------------- ------------- -------------
Operating income $ 28,216,000 $ 1,002,000 $ 29,218,000
------------- ------------- -------------
------------- ------------- -------------
Depreciation and amortization $ 7,627,000 $ 1,323,000 $ 8,950,000
------------- ------------- -------------
------------- ------------- -------------
Interest (expense) income, net $ (205,000) $ $ (205,000)
------------- ------------- -------------
------------- ------------- -------------
Income tax expense $ 11,688,000 $ 107,000 $ 11,795,000
------------- ------------- -------------
------------- ------------- -------------
Net income $ 16,851,000 $ 192,000 $ 17,043,000
------------- ------------- -------------
------------- ------------- -------------
Identifiable assets $ 72,661,000 $ 19,413,000 $ 92,074,000
------------- ------------- -------------
------------- ------------- -------------
1997
Net sales $ 133,779,000 $ 20,366,000 $ 154,145,000
------------- ------------- -------------
------------- ------------- -------------
Operating income $ 24,388,000 $ 622,000 $ 25,010,000
------------- ------------- -------------
------------- ------------- -------------
Depreciation and amortization $ 6,982,000 $ 1,212,000 $ 8,194,000
------------- ------------- -------------
------------- ------------- -------------
Interest (expense) income, net $ 864,000 $ $ 864,000
------------- ------------- -------------
------------- ------------- -------------
Income tax expense $ 10,386,000 $ 83,000 $ 10,469,000
------------- ------------- -------------
------------- ------------- -------------
Net income (loss) $ 16,043,000 $ (397,000) $ 15,646,000
------------- ------------- -------------
------------- ------------- -------------
Identifiable assets $ 78,172,000 $ 19,270,000 $ 97,442,000
------------- ------------- -------------
------------- ------------- -------------
1996
Net sales $ 134,021,000 $ 18,347,000 $ 152,368,000
------------- ------------- -------------
------------- ------------- -------------
Operating income $ 22,882,000 $ 1,191,000 $ 24,073,000
------------- ------------- -------------
------------- ------------- -------------
Depreciation and amortization $ 7,047,000 $ 743,000 $ 7,790,000
------------- ------------- -------------
------------- ------------- -------------
Interest (expense) income, net $ 536,000 $ $ 536,000
------------- ------------- -------------
------------- ------------- -------------
Income tax expense $ 9,445,000 $ 145,000 $ 9,590,000
------------- ------------- -------------
------------- ------------- -------------
Net income $ 14,204,000 $ 315,000 $ 14,519,000
------------- ------------- -------------
------------- ------------- -------------
Identifiable assets $ 78,059,000 $ 21,957,000 $ 100,016,000
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
<PAGE>
The Company adopted FASB Statement No. 131, "Disclosures about Segments of a
Business Enterprise and Related Information." The Company is managed in two
operating segments, United States and Europe. Inter-segment transactions are
accounted for on the same basis as sales to unaffiliated parties. Identifiable
assets are those assets associated with a specific segment. There were no
significant inter-segment sales. Substantially all sales were derived from
plastic packaging products in 1998, 1997 and 1996.
<PAGE>
LIQUI-BOX WORLDWIDE
WORLD HEADQUARTERS Worthington, Ohio
Afghanistan Cyprus Israel Saudi Arabia
Argentina Denmark Italy South Africa
Australia Ecuador Japan Spain
Austria Finland Kenya Sri Lanka
Bahamas France Mexico Sweden
Bahrain Germany Nepal Switzerland
Bangladesh Greece New Zealand Taiwan
Belgium Hong Kong Norway The Netherlands
Bhutan Hungary Pakistan Turkey
Brazil Iceland Panama U.A.E.
Canada India Philippines United Kingdom
Chile Indonesia Poland
China Iran Portugal
MANUFACTURING FACILITIES Allentown, Pennsylvania
Ashland, Ohio
Auburn, Massachusetts
Elkton, Maryland
Houston, Texas
Lake Wales, Florida
Ontario, California
Sacramento, California
Upper Sandusky, Ohio
Worthington, Ohio
Romiley, England
CORPORATE INFORMATION
AUDITORS Deloitte & Touche LLP, Columbus, Ohio
TRANSFER AGENT National City Bank,
Cleveland, Ohio
FORM 10-K The Annual Report to the Securities and
Exchange Commission on Form 10-K is available
to shareholders upon written request to the
Chairman of the Corporation.
ANNUAL MEETING The Annual Meeting of Shareholders
will be at the Columbus Marriott North, 6500
Doubletree Ave., Columbus, Ohio on April 21,
1999 at 9:00 a.m.
STOCK TRADING Liqui-Box is traded on the NASDAQ
national market under the symbol LIQB.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Directors of
Liqui-Box Corporation
We have audited the accompanying consolidated balance sheets of Liqui-Box
Corporation and subsidiaries as of January 2, 1999 and January 3, 1998, and the
related consolidated statements of income and comprehensive income,
stockholders' equity and cash flows for each of the three fiscal years in the
period ended January 2, 1999. 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, such consolidated financial statements present fairly, in all
material respects, the financial position of Liqui-Box Corporation and
subsidiaries at January 2, 1999 and January 3, 1998, and the results of their
operations and their cash flows for each of the three fiscal years in the period
ended January 2, 1999 in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
March 12, 1999
<PAGE>
OFFICERS AND DIRECTORS
Officers SAMUEL B. DAVIS
Chairman, Chief Executive Officer
and Treasurer
ROBERT S. HAMILTON
Vice Chairman
C. WILLIAM MCBEE
President, Chief Operating Officer and Secretary
SAMUEL N. DAVIS
Vice President, Development
STEWART M. GRAVES
Vice President, International
ROBERT D. BECK, JR.
Vice President, Sales and Marketing
BARRY L. PRITCHARD
Vice President, Technology and Equipment Development
Directors CARL J. ASCHINGER, JR.
Chairman and Chief Executive Officer,
The Columbus Showcase Company
Retail and Bakery Deli Showcase Manufacturer
CHARLES R. COATE
Vice President,
Fifth Third Bank
SAMUEL B. DAVIS
Chairman, Chief Executive Officer
and Treasurer,
Liqui-Box Corporation
SAMUEL N. DAVIS
Vice President, Development,
Liqui-Box Corporation
RUSSELL M. GERTMENIAN
Partner,
Vorys, Sater, Seymour and Pease
ROBERT S. HAMILTON
Vice Chairman,
Liqui-Box Corporation
C. WILLIAM MCBEE
President, Chief Operating Officer and Secretary,
Liqui-Box Corporation
<PAGE>
Exhibit (21)
SUBSIDIARIES OF THE REGISTRANT
LIQUI-BOX CORPORATION AND SUBSIDIARIES
FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 2, 1999
<TABLE>
<CAPTION>
Percentage of
Voting Securities
Jurisdiction of Owned by
Subsidiaries Incorporation The Registrant
------------------------------------ --------------- -----------------
<S> <C> <C>
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 International, Corp. Barbados 100%
Liqui-Box of Canada, Ltd. Canada 100%
</TABLE>
<PAGE>
Exhibit (23)
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
To the Stockholders and Directors of Liqui-Box Corporation
We consent to the incorporation by reference in Registration Statements No.
33-35815, No. 33-35816, No. 33-35817, and No. 33-42452 of Liqui-Box Corporation
on Form S-8 of our report dated March 12, 1999 incorporated by reference in this
Annual Report on Form 10-K of Liqui-Box Corporation for the year ended January
2, 1999.
Our audits of the consolidated financial statements referred to in our
aforementioned report also included the consolidated financial statement
schedule of Liqui-Box Corporation, listed in Item 14(a). This consolidated
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbus, Ohio
April 1, 1999
<PAGE>
Exhibit 24
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, C. WILLIAM MCBEE
and PAUL J. MAYNARD 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 and 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 9th day of March, 1999.
/s/ Samuel B. Davis
-------------------------------------
<PAGE>
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, C. WILLIAM MCBEE
and PAUL J. MAYNARD 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 and 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 17th day of March, 1999.
/s/ Samuel N. Davis
-------------------------------------
<PAGE>
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, C. WILLIAM MCBEE
and PAUL J. MAYNARD 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 and 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 16th day of March, 1999.
/s/ Robert S. Hamilton
-------------------------------------
<PAGE>
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, C. WILLIAM MCBEE and PAUL J.
MAYNARD 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 and 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 18th day of March, 1999.
/s/ Charles R. Coate
-------------------------------------
<PAGE>
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, C. WILLIAM MCBEE
and PAUL J. MAYNARD 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 and 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 29th day of March, 1999.
/s/ C. William McBee
-------------------------------------
<PAGE>
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, C. WILLIAM MCBEE
and PAUL J. MAYNARD 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 and 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 25th day of March, 1999.
/s/ Carl J. Aschinger Jr.
-------------------------------------
<PAGE>
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, C. WILLIAM MCBEE
and PAUL J. MAYNARD 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 and 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 17th day of March, 1999.
/s/ Russell M. Gertmenian
-------------------------------------
<PAGE>
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, C. WILLIAM MCBEE
and PAUL J. MAYNARD 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 and 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 22nd day of March, 1999.
/s/ Barry L. Pritchard
-------------------------------------
<PAGE>
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, C.
WILLIAM MCBEE, and PAUL J. MAYNARD 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 and 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 16th day of March, 1999.
/s/ Robert D. Beck Jr.
---------------------------------
<PAGE>
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, C. WILLIAM MCBEE
and PAUL J. MAYNARD 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 and 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 16th day of March, 1999.
/s/ Paul J. Maynard
-------------------------------------
<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
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> JAN-04-1998
<PERIOD-END> JAN-02-1999
<EXCHANGE-RATE> 1
<CASH> 8,685
<SECURITIES> 0
<RECEIVABLES> 15,036
<ALLOWANCES> 946
<INVENTORY> 14,316
<CURRENT-ASSETS> 41,284
<PP&E> 107,442
<DEPRECIATION> 70,847
<TOTAL-ASSETS> 92,074
<CURRENT-LIABILITIES> 25,037
<BONDS> 0
0
0
<COMMON> 1,210
<OTHER-SE> 64,556
<TOTAL-LIABILITY-AND-EQUITY> 92,074
<SALES> 154,656
<TOTAL-REVENUES> 154,656
<CGS> 99,849
<TOTAL-COSTS> 125,438
<OTHER-EXPENSES> 175
<LOSS-PROVISION> 370
<INTEREST-EXPENSE> 536
<INCOME-PRETAX> 28,838
<INCOME-TAX> 11,795
<INCOME-CONTINUING> 17,043
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,043
<EPS-PRIMARY> 3.62
<EPS-DILUTED> 3.45
</TABLE>
