LIQUI BOX CORP
10-Q, 2000-11-14
PLASTICS PRODUCTS, NEC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

 
/x/
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the thirteen week period ended September 30, 2000

OR

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

For the transition period from                to               

Commission File Number 0-8514


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

OHIO   31-0628033
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
6950 Worthington-Galena Road, Worthington, Ohio
 
 
 
43085
(Address of principal executive offices)   (Zip Code)

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

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


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

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

    Class
Common Stock, no par value
  Outstanding at November 9, 2000
4,391,944 shares
   

Exhibit Index on Page 12





LIQUI-BOX CORPORATION
INDEX

        Page No.
Part I — Financial Information:    
 
Item 1. Financial Statements
 
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets (unaudited)
September 30, 2000 and January 1, 2000
 
 
 
 
3-4
 
 
 
 
 
Condensed Consolidated Statements of Income and
Comprehensive Income (unaudited)
For the thirteen and thirty-nine week periods ended
September 30, 2000 and October 2, 1999
 
 
 
 
 
 
5
 
 
 
 
 
Condensed Consolidated Statements of Cash Flows (unaudited)
For the thirty-nine week periods ended
September 30, 2000 and October 2, 1999
 
 
 
 
 
6
 
 
 
 
 
Notes to Unaudited Condensed Consolidated Financial Statements
 
 
 
7
 
Item 2. Management's Discussion and Analysis of
 
 
 
 
          Financial Condition and Results of Operations    
8-10
 
Item 3. Quantitative and Qualitative Disclosure About Market Risk
 
 
 
10-11
 
Part II — Other Information — Items 1-6
 
 
 
11-12
 
 
 
 
 
Signatures
 
 
 
13
 
 
 
 
 
Exhibit 27 — Financial Data Schedule
 
 
 
15

-2-


Liqui-Box Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

 
  UNAUDITED
 
 
  September 30, 2000
  January 1, 2000
 
Assets              

 
Current Assets              

 
 
Cash and cash equivalents
 
 
 
$
 
10,424,000
 
 
 
$
 
11,635,000
 
 
Accounts receivable:              
  Trade, net of allowance for doubtful accounts of $942,000 and $730,000, respectively     15,853,000     19,579,000  
  Other     948,000     446,000  
   
 
 
Total receivables     16,801,000     20,025,000  
 
Inventories:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Raw materials and supplies     10,525,000     8,256,000  
  Work in process     2,998,000     2,460,000  
  Finished goods     4,486,000     3,334,000  
   
 
 
Total Inventories     18,009,000     14,050,000  
 
Deferred tax assets
 
 
 
 
 
2,602,000
 
 
 
 
 
2,602,000
 
 
Other current assets     783,000     808,000  
   
 
 
Total Current Assets     48,619,000     49,120,000  
 

 
 
Property, Plant and Equipment — at Cost              

 
 
Land, buildings and leasehold improvements
 
 
 
 
 
17,933,000
 
 
 
 
 
15,158,000
 
 
Equipment and vehicles     80,401,000     77,122,000  
Equipment leased to customers     16,747,000     16,691,000  
Construction in process     6,132,000     2,706,000  
   
 
 
Total     121,213,000     111,677,000  
Less accumulated depreciation and amortization     (83,187,000 )   (78,448,000 )
       
 
 
 
Property, plant and equipment — net
 
 
 
 
 
38,026,000
 
 
 
 
 
33,229,000
 
 
 

 
 
Other Assets              

 
 
Goodwill, net of amortization
 
 
 
 
 
7,163,000
 
 
 
 
 
7,855,000
 
 
Deferred charges and other assets, net     4,543,000     4,686,000  
   
 
 
Total other assets     11,706,000     12,541,000  
 
Total Assets
 
 
 
$
 
98,351,000
 
 
 
$
 
94,890,000
 
 
       
 
 

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

-3-


Liqui-Box Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

 
  UNAUDITED
 
 
  September 30, 2000
  January 1, 2000
 
Liabilities and Stockholders' Equity              
 

 
 
Current Liabilities              

 
 
Accounts payable
 
 
 
$
 
5,302,000
 
 
 
$
 
10,955,000
 
 
Short-term borrowings     3,021,000     3,283,000  
Dividends payable     882,000     903,000  
Salaries, wages and related liabilities     5,406,000     1,971,000  
Federal, state and local taxes     1,486,000     0  
Other accrued liabilities     3,139,000     2,766,000  
   
 
 
 
Total Current Liabilities
 
 
 
 
 
19,236,000
 
 
 
 
 
19,878,000
 
 
 

 
 
Other Noncurrent Liabilities              

 
 
Deferred income taxes
 
 
 
 
 
1,419,000
 
 
 
 
 
1,468,000
 
 
 

 
 
Stockholders' Equity              

 
 
Preferred stock, without par value,
2,000,000 shares authorized; none issued
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, without par value, $.1667 stated value,
20,000,000 shares authorized,
7,262,598 shares issued
    1,210,000     1,210,000  
Additional paid-in capital     10,393,000     9,505,000  
Accumulated other comprehensive income     144,000     1,596,000  
Retained earnings     162,889,000     151,608,000  
Less:              
  Treasury stock, at cost — 2,863,554
and 2,751,439 shares, respectively
    (96,940,000 )   (90,375,000 )

 
 
Total Stockholders' Equity     77,696,000     73,544,000  
   
 
 
 
Total Liabilities and Stockholders' Equity
 
 
 
$
 
98,351,000
 
 
 
$
 
94,890,000
 
 
       
 
 

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

-4-


Liqui-Box Corporation and Subsidiaries
Condensed Consolidated Statements of Income
and Comprehensive Income

 
  UNAUDITED
  UNAUDITED
 
 
  Thirteen Weeks Ended
  Thirty-Nine Weeks Ended
 
 
  September 30,
2000

  October 2,
1999

  September 30,
2000

  October 2,
1999

 
 
Net Sales
 
 
 
$
 
43,440,000
 
 
 
$
 
44,327,000
 
 
 
$
 
123,177,000
 
 
 
$
 
125,134,000
 
 
Cost of Sales     29,091,000     28,201,000     79,175,000     76,215,000  
   
 
 
 
 
  Gross Margin     14,349,000     16,126,000     44,002,000     48,919,000  
Selling, administrative and
development expenses
    7,003,000     6,349,000     20,985,000     21,573,000  
   
 
 
 
 
  Operating income     7,346,000     9,777,000     23,017,000     27,346,000  
 
Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and dividend income     87,000     45,000     287,000     240,000  
Interest expense     (133,000 )   (34,000 )   (71,000 )   (183,000 )
Other, net     54,000     44,000     (192,000 )   (16,000 )
   
 
 
 
 
 
Income Before Income Taxes
 
 
 
 
 
7,354,000
 
 
 
 
 
9,832,000
 
 
 
 
 
23,041,000
 
 
 
 
 
27,387,000
 
 
Taxes on income     2,905,000     4,021,000     9,101,000     11,201,000  
   
 
 
 
 
 
Net Income
 
 
 
 
 
4,449,000
 
 
 
 
 
5,811,000
 
 
 
 
 
13,940,000
 
 
 
 
 
16,186,000
 
 
 
Other Comprehensive Income (Expense),
Net of Tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
(701,000
 
)
 
 
 
767,000
 
 
 
 
 
(1,379,000
 
)
 
 
 
186,000
 
 
Unrealized gain (loss) on marketable securities     114,000     (12,000 )   (74,000 )   (24,000 )
   
 
 
 
 
  Other comprehensive income (expense)     (587,000 )   755,000     (1,453,000 )   162,000  
   
 
 
 
 
 
Comprehensive Income
 
 
 
$
 
3,862,000
 
 
 
$
 
6,566,000
 
 
 
$
 
12,487,000
 
 
 
$
 
16,348,000
 
 
       
 
 
 
 

 
Earnings per share                          

 
   
Basic
 
 
 
 
 
$1.01
 
 
 
 
 
$1.29
 
 
 
 
 
$3.14
 
 
 
 
 
$3.53
 
 
  Diluted     $0.97     $1.23     $3.02     $3.37  
Cash dividends per common share     $0.20     $0.20     $0.60     $0.56  
 

 
 
Weighted average number of shares                          
used in computing earnings per share:                          

 
   
Basic
 
 
 
 
 
4,413,129
 
 
 
 
 
4,514,151
 
 
 
 
 
4,444,060
 
 
 
 
 
4,578,951
 
 
  Diluted     4,582,143     4,742,655     4,622,412     4,799,951  

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

-5-


Liqui-Box Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows

 
  UNAUDITED
 
 
  September 30, 2000
  October 2, 1999
 

 
Cash Flows from Operating Activities:              

 
 
Net income
 
 
 
$
 
13,940,000
 
 
 
$
 
16,186,000
 
 
Adjustments to reconcile net income to net              
cash provided by operating activities:              
  Depreciation and amortization     6,072,000     5,774,000  
  Provision for loss on accounts receivable     20,000     176,000  
  Amortization of other noncurrent assets     634,000     652,000  
  Loss on disposal of property, plant and equipment     0     52,000  
  Deferred compensation     141,000     239,000  
  Changes in deferred income tax accounts     (49,000 )   (21,000 )
  Changes in operating assets and liabilities:              
    Accounts receivable     3,053,000     (6,143,000 )
    Inventories     (3,955,000 )   (2,838,000 )
    Other current assets     46,000     1,109,000  
    Accounts payable     (5,546,000 )   2,937,000  
    Salaries, wages and related liabilities     3,433,000     3,490,000  
    Other accrued liabilities     1,836,000     (252,000 )
   
 
 
 
Net cash provided by operating activities
 
 
 
 
 
19,625,000
 
 
 
 
 
21,361,000
 
 
 

 
 
Cash Flows from Investing Activities:              

 
 
Purchase of property, plant and equipment
 
 
 
 
 
(12,026,000
 
)
 
 
 
(4,775,000
 
)
Proceeds from sale of property, plant and equipment     1,182,000     1,039,000  
Other changes, net     127,000     (44,000 )
   
 
 
 
Net cash used in investing activities
 
 
 
 
 
(10,717,000
 
)
 
 
 
(3,780,000
 
)
 

 
 
Cash Flows from Financing Activities:              

 
 
Acquisition of treasury shares
 
 
 
 
 
(6,680,000
 
)
 
 
 
(8,195,000
 
)
Sale of treasury shares     523,000     15,000  
Exercise of stock options, including tax benefit     340,000     522,000  
Cash dividends     (2,680,000 )   (2,487,000 )
Proceeds from short-term borrowings     0     5,946,000  
Repayment of short-term borrowings     (263,000 )   (16,746,000 )
   
 
 
 
Net cash used in financing activities
 
 
 
 
 
(8,760,000
 
)
 
 
 
(20,945,000
 
)
 

 
 
Effect of Exchange Rate Changes on Cash     (1,359,000 )   184,000  

 
 
Increase (Decrease) in cash and cash equivalents
 
 
 
 
 
(1,211,000
 
)
 
 
 
(3,180,000
 
)
 
Cash and cash equivalents, Beginning of year
 
 
 
 
 
11,635,000
 
 
 
 
 
8,685,000
 
 
   
 
 
 
Cash and cash equivalents, End of third quarter
 
 
 
$
 
10,424,000
 
 
 
$
 
5,505,000
 
 
       
 
 

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

-6-



LIQUI-BOX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.
The accompanying financial statements include the accounts of Liqui-Box Corporation (the "Company") and its subsidiaries.
2.
In June 1998, the FASB (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 market value. The statement requires that changes in the derivative's fair market 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 required to adopt this statement in January 2001. The Company does not believe the adoption of this statement will have a significant impact, if any, on its financial statements.

3.
In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101(SAB 101), "Revenue Recognition in Financial Statements." SAB 101 provides guidance for revenue recognition under certain circumstances. The Company is required to adopt this statement in the fourth quarter of the fiscal year ending December 30, 2000. The Company does not believe the adoption of this statement will have a significant impact, if any, on its financial statements.

4.
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 for year to date 2000 and 1999. Net sales for the United States and Europe were $37,770,000 and $5,670,000 for the Third Quarter 2000 and $38,543,000 and $5,784,000 for the Third Quarter 1999. For the first nine months of 2000 net sales for the United States and Europe was $107,842,000 and $15,335,000 compared to $109,246,000 and $15,888,000 for the first nine months of 1999. Operating income for the United States and Europe were $6,623,000 and $722,000 for the Third Quarter 2000 and $9,363,000 and $414,000 for the Third Quarter 1999. For the first nine months of 2000 operating income for the United States and Europe were $21,587,000 and $1,429,000 compared to $26,132,000 and $1,214,000 for the first nine months of 1999.

5.
The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and Article 10 of Regulation S-X for interim reporting purposes. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the year ended January 1, 2000 consolidated financial statements of Liqui-Box Corporation and its subsidiaries contained in the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (Commission File No. 0-8514). Reference should be made to the Company's aforementioned Form 10-K for additional disclosures including a summary of the Company's accounting policies, which have not significantly changed.

-7-



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

Results of Operations

    During the Third Quarter 2000, Liqui-Box Corporation and its subsidiaries (the "Company") experienced a slight decrease in sales dollars and units compared to the Third Quarter 1999. The decrease in sales dollars and units is attributable to a generally down year in certain customer segments of the bottled water market.

    Gross margin, as a percentage of net sales, was 33.0% for the Third Quarter 2000 and 36.4% for the Third Quarter 1999. For the first three quarters of 2000, gross margin as a percent of net sales was 35.7% compared to 39.1% for the same period in 1999. The decrease in gross margin is attributable to increased raw material prices that have not been passed on to our customers.

    For the Third Quarter of 2000, selling, administrative, and development expenses were $7,003,000 as compared to $6,349,000 in the Third Quarter of 1999, an increase of 10.3%. The increase is primarily due to an increase in research and development costs and an increase in professional fees. For the first nine months of 2000, selling, administrative, and development expenses were $20,985,000 compared to $21,573,000 for the first nine months of 1999. The decrease is primarily due to a combination of the Company adjusting reserves in the First Quarter and a reduction in the Profit Participation Plan costs in the Second Quarter and Third Quarter, offset by an increase in research and development costs and an increase in professional fees.

    Income before taxes as a percentage of net sales was 16.9% in the Third Quarter 2000 and 22.2% in the Third Quarter 1999, due to the decrease in gross margin and the increase in selling, administrative, and development expenses. For the first nine months of 2000, income before taxes as a percentage of net sales was 18.7% of sales as compared to 21.9% for the first nine months of 1999.

    The provision for income taxes was 39.5% of before taxable income for the Third Quarter of 2000 and 40.9% for the Third Quarter 1999. On a year-to-date basis, the provision for income taxes was 39.5% in 2000 and 40.9% in 1999. The effective tax rate used for the first nine months of 2000 is based on the Company's anticipated tax rate for the 2000 fiscal year.

    At the end of the Third Quarter 2000 and 1999, the Company had no significant backlog of orders, which is industry typical.

Liquidity and Capital Resources

    Net cash provided by operations was $19,625,000 for the nine months ended September 30, 2000, compared to $21,361,000 for the nine months ended October 2, 1999. Net cash used in investing activities was $10,717,000 for the nine months ended September 30, 2000 compared to $3,780,000 for the nine months ended October 2, 1999. During both periods, the cash was used primarily for purchases of new plant equipment and improvements to existing property and plant equipment. Cash used in financing activities was $8,760,000 for the nine months ended September 30, 2000, compared to cash used of $20,945,000 for the nine months ended October 2, 1999. The cash used in financing activities during both periods was primarily for the repurchase of outstanding shares, the payment of cash dividends, and the repayment of short-term borrowings.

-8-


    The Company's major commitments for capital expenditures as of September 30, 2000 were, as they have been in the past, primarily for increased capacity at existing locations, building filler machines for lease and tooling for new projects. Funds required to fulfill these commitments will be provided principally by operations with any additional funding needed coming from credit facilities that aggregate $30,000,000 with The Huntington National Bank. No amounts were outstanding under these credit facilities as of September 30, 2000. Banks provide secured credit facilities to the Company's European subsidiaries. The total amounts outstanding under these facilities were $3,021,000 at September 30, 2000 and $3,283,000 at January 1, 2000.

    Longer-term cash requirements, other than normal operating expenses, are needed for financing anticipated growth; increasing capacity at existing plants; development of new products and enhancement of existing products; dividend payments and possible continued repurchases of the Company's common shares. The Company believes that its existing cash and cash equivalents, available credit facilities and anticipated cash generated from operations will be sufficient to satisfy its currently anticipated cash requirements for the fiscal year 2000.

    There have been no significant changes in capitalization during the first nine months of 2000, except for the repurchase of outstanding common shares in the aggregate amount of $6,680,000 which were acquired throughout the first nine months of 2000 on the open market. The common shares were bought at a price considered fair by management and there was cash available for these purchases. The Company felt the purchases represented a good investment and would secure common shares for issuance under the Company's employee benefit plans. The Company has not entered into any significant financing arrangements not reflected in the financial statements.

Comprehensive Income

    Comprehensive income is based on revenues, expenses, gains and losses which, under generally accepted accounting principles, are excluded from net income and reflected as a component of equity, such as currency translation and gain or loss on securities adjustments. Comprehensive income, net of tax, was $3,862,000 and $6,566,000 in Third Quarter 2000 and Third Quarter 1999, respectively. Comprehensive income, net of tax, was $12,487,000 and $16,348,000 for the first nine months of 2000 and 1999, respectively. Comprehensive income differs from net income per the Consolidated Statements of Income due to a foreign currency translation loss and a gain on marketable securities in the Third Quarter 2000. Other comprehensive income is derived from the change in foreign currency translation and the change in the value of marketable securities held for investment.

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. 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.

-9-


New Accounting Standards

    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 market value. The statement requires that changes in the derivative's fair market 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 2001. The Company does not believe the adoption of this statement by the Company will have a significant impact, if any, on its financial statements.

    In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101 provides guidance for revenue recognition under certain circumstances. The Company is required to adopt this statement in the fourth quarter of the fiscal year ending December 30, 2000. The Company does not believe that the adoption of this statement will have a significant impact, if any, 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 such 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; 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. The Company is not obligated to update or revise forward-looking statements relating to the Company to reflect new events or circumstances.


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE
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 when competitive conditions allow.

-10-


Foreign Currency Exchange Risk

    In the Third Quarter 2000, 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 borrows from a bank the amounts of its foreign currency sales in that foreign currency. Upon collection of the related accounts receivable, the corresponding bank loan is repaid in that foreign currency. Reference is made to Note 1 — Accounting Policies- Foreign Currency Translation, in the Notes to Consolidated Financial Statements in the Company's 1999 Annual Report to shareholders 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 September 30, 2000 was approximately $1,129,000 with the corresponding unrealized gain included as a component of stockholders' equity. A hypothetical 10% decrease in the quoted market price of the 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. A hypothetical 10% increase in the interest rate would not materially impact operating results or cash flow.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings:

    The case styled Great Pines Water Company, Inc. v. Liqui-Box Corporation, in the United States District Court in Texas reported previously under Item 3 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 as filed with the Securities and Exchange Commission has been settled and was dismissed in July of 2000. Terms of the settlement are confidential and have been sealed by the court.

Item 2.  Changes in Securities and Use of Proceeds: Not applicable

Item 3.  Defaults Upon Senior Securities: Not applicable

-11-


Item 4.  Submission of Matters to a Vote of Security Holders: Not applicable

Item 5.  Other Information: Not applicable

Item 6.  Exhibits and Reports on Form 8-K

-12-



SIGNATURES

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

    LIQUI-BOX CORPORATION
(Registrant)
 
Date November 14, 2000

 
 
 
By
 
/s/ 
SAMUEL B. DAVIS   
Samuel B. Davis
Chairman and Chief Executive Officer
(Duly Authorized Officer)
 
Date November 14, 2000

 
 
 
By
 
/s/ 
PETER J. LINN   
Peter J. Linn
(Principal Accounting Officer)

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Exhibit Index

 
   
     
Exhibit 3A.   Amended Articles of Incorporation of the Registrant incorporated herein by Reference to Exhibit 3A to the Registrant's Form 10K for the fiscal year Ended December 30, 1995.
 
Exhibit 3B.
 
 
 
Code of Regulations as Amended of the Registrant incorporated herein by Reference to Exhibit 3 (B) to the Registrant's Form 10Q for the fiscal Quarter ended July 1, 1995.
 
Exhibit 27.
 
 
 
Financial Data Schedule
 
 
 
 
 
 

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LIQUI-BOX CORPORATION INDEX
LIQUI-BOX CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
SIGNATURES
Exhibit Index


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