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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year (fifty-two weeks) ended December 28, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from N/A to N/A .
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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 (5,814,398 outstanding at February 25, 1997)
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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
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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. [ ]
Based upon the closing price reported on the NASDAQ National Market System on
February 25, 1996, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $119,336,000.
Documents Incorporated by Reference:
(1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 28, 1996 are incorporated by reference into
Parts I and II of this Annual Report on Form 10-K.
(2) Portions of the Registrant's Definitive Proxy Statement for its Annual
Meeting of Shareholders to be held on April 23, 1997 are incorporated by
reference into Part III of this Annual Report on Form 10-K.
Exhibit Index on Page
Page 1 of
PART I
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Item 1. Business:
GENERAL DEVELOPMENT OF BUSINESS - Liqui-Box Corporation and its subsidiaries
("Liqui-Box" or the "Company") is one of the largest companies in the world
specializing in the research, development and manufacture of bag-in-box flexible
liquid packaging systems. The Company was incorporated in January, 1962 in the
state of Ohio. Its principal offices are located at 6950 Worthington-Galena
Road, Worthington, Ohio.
Liqui-Box is a major producer of bag-in-box flexible packaging and related
filling equipment systems for the beverage, processed foods, dairy, detergent,
wine and other specialty products industries. The Company is also the leading
supplier of containers and dispensing systems to the bottled water industry.
The Company and its subsidiaries operate 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
(less than 2% 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 1996, the Company maintained its position in its principal markets of
beverage, processed foods and specialty industrial products. In addition, the
two premium drinking water products under the Alaskan Falls label, introduced in
1991, showed improvement in sales and continue to be introduced onto retail
shelves in selected Midwestern states
COMPETITION - The plastic packaging market is large and highly fragmented. There
are numerous competitors and the major markets in which the Company sells its
products are very competitive. These products are in competition with similar
products produced by other manufacturers, and in some instances, with products
produced by other industries from other raw materials.
The plastic packaging industry is, therefore, highly price competitive. A
substantial number of manufacturers compete in the national and international
markets. None are considered to be dominant. According to information in the
public domain, Liqui-Box supplies less than one percent of the total plastic
packaging market in the United States.
While Liqui-Box's product and customer mix is generally diverse, The Perrier
Group of America constitutes a buying group of customers that is a material part
of the Company's business to the extent that loss of this buying group, with
which the Company has a good relationship, would have a material effect on the
Company's business. The risk associated with such a potential loss is mitigated
by an exclusive 10 year supply agreement between the Company and The Perrier
Group of America. Sales to this customer constituted 18%, 17% and 15% of total
sales in 1996, 1995 and 1994, 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.
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R & D expenditures in 1996, 1995 and 1994 were $1,856,000, $1,265,000 and
$2,151,000, 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 and
[Management's Discussion and Analysis] and on Page [Note 1, Accounting
Policies, of the Notes to Consolidated Financial Statements] of the 1996
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 certain plastic
packaging products is seasonal in nature. A mild summer, for example, can reduce
the Company's sales to the beverage industry. However, experience over the years
has shown that these variations generally offset each other and tend to level
the total demand for the Company's products throughout the year. As a result,
the Company usually experiences only minor variations in sales volume
attributable to seasonal demands.
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 730 individuals in its operations throughout the
United States and in Europe on December 28, 1996. Approximately 2% 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 12%
of consolidated net sales, less than 10% of consolidated income before taxes and
22% of consolidated identifiable assets as of and for the year ended December
28, 1996. European operations constituted 13% of net sales, less than 10% of
consolidated income before taxes and 24% of identifiable assets as of and for
the year ended December 30, 1995. Further information can be found on page
[Note 9 of the Notes to Consolidated Financial Statements] of the 1996 Annual
Report and is incorporated herein by reference.
Item 2. Properties:
At December 28, 1996, the Company owned or leased property at eighteen (18)
locations for manufacturing, warehousing, and offices with a total of
approximately 659,000 square feet of floor space. The following table summarizes
the properties owned or leased.
Approximate Owned Expiration
Floor Space or Date of
Use and Location: (Sq. Ft.) Leased Lease
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Executive offices, research and
manufacturing:
Worthington, Ohio 63,000 Owned N/A
Manufacturing:
Ashland, Ohio 26,000 Leased Less than 1 year
Ashland, Ohio 22,000 Owned N/A
Houston, Texas 33,000 Leased 1999
Elk Grove, California 36,000 Leased 1997
Elkton, Maryland 40,000 Leased 2015
Auburn, Massachusetts 30,000 Leased 1998
New Albany, Indiana 61,000 Owned N/A
Ontario, California 61,000 Leased 2003
Upper Sandusky, Ohio 40,000 Leased 2001
Lake Wales, Florida 8,000 Owned N/A
Lake Wales, Florida 4,000 Owned N/A
Sacramento, California 74,000 Leased 2002
Sacramento, California 24,000 Leased Less than 1 year
Allentown, Pennsylvania 40,000 Leased 2006
Romiley, England 53,000 Leased 2006
Romiley, England 12,000 Leased 2006
Warehouse and other:
Columbus, Ohio (storage) 32,000 Owned N/A
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 [Note 5 of the Notes to Consolidated Financial Statements] of the
1996 Annual Report and is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders:
Not applicable
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Executive Officers of the Registrant:
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The names, ages, and positions of all of the executive officers of Liqui-Box, as
of February 25, 1997, 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.
Name Age Title
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Samuel B. Davis (1) 55 Chairman of the Board, Chief
Executive Officer, President,
Treasurer and Director
Robert S. Hamilton (2) 68 Vice Chairman of the Board and
Director
Peter J. Linn (3) 55 Secretary and Director
C. William McBee (4) 54 Vice President, Manufacturing
and Director
Samuel N. Davis (5) 32 Vice President, Development
Joseph F. Pranckus (6) 36 Vice President, Sales
(1) Samuel B. Davis has been Chairman of the Board, Chief Executive Officer and
Treasurer since August, 1982. Mr. Davis became President in September, 1991
upon the retirement of Robert S. Hamilton.
(2) Robert S. Hamilton 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) Peter J. Linn has been Secretary since April 1990. Mr. Linn was Senior Vice
President from February, 1994 until April 1995. From January, 1983 to
February, 1994, he held the position of Executive Vice President.
(4) C. William McBee became a director in April, 1995. Mr. McBee became Vice
President, Manufacturing in October, 1994. From February, 1994 to October,
1995, Mr. McBee was Vice President of Administration. Prior to February,
1994, Mr. McBee was a General Manager for Stone Container Corporation,
Columbus, Indiana, a manufacturer of corrugated cardboard containers.
(5) 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 a manager of Zacchaeus Clothiers, Columbus,
Ohio, a clothing retailer. Prior to January, 1993, Mr. Davis held various
offices with Liqui-Box.
(6) Joseph F. Pranckus became Vice President, Sales and an executive officer in
October, 1996. Mr. Pranckus held the position of National Sales Manager
from March, 1996 until October, 1996. Prior to March, 1996, Mr. Pranckus
held various sales management positions with Liqui-Box.
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PART II
Pages
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The following items are incorporated
herein by reference from the indicated
pages of the 1996 Annual Report:
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 3
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operation 14-15
Item 8. Financial Statements and Supplementary Data 16-30
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure No response required
PART III
The following items are incorporated herein by
reference from the indicated pages of the
Registrant's definitive Proxy Statement for its
1997 Annual Meeting filed pursuant to Regulation
14A of the Securities Exchange Act of 1934.
Item 10. Directors and Executive Officers of 3 - 4
the Registrant
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 7 - 11
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 1997 Annual Meeting, are
incorporated herein by reference.
Item 12. Security Ownership of Certain 2 - 3
Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions 4 and 11
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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 1996 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 1996 Annual
Report.
Consolidated Balance Sheets
--December 28, 1996 and December 30, 1995 16-17
Consolidated Statements of Income
--Fifty-two weeks ended December 28, 1996,
Fifty-two weeks ended December 30, 1995 and
Fifty-two weeks ended December 31, 1994 18
Consolidated Statements of Cash Flows
--Fifty-two weeks ended December 28, 1996,
Fifty-two weeks ended December 30, 1995 and
Fifty-two weeks ended December 31, 1994 19
Consolidated Statements of Stockholders' Equity
--Fifty-two weeks ended December 28, 1996,
Fifty-two weeks ended December 30, 1995 and
Fifty-two weeks ended December 31, 1994 20-21
Notes to Consolidated Financial Statements 22-29
Report of Independent Auditors 30
Report of Independent Auditors. The page number
indicates the location in this Form 10-K 52
(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 9
Schedules other than those listed above are omitted because they are not
required or are not applicable.
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Item 14. (continued)
(a)(3) Listing of Exhibits - The following exhibits are included in Item
14(c). The page number indicates the location of the exhibit in this
Form 10-K.
Exhibit No. Description Pages
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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
11 Computation of Per Share Earnings 54
13 Annual Report to Shareholders for the fiscal year ended December 28, 1996 11-51
21 Subsidiaries of the Registrant 70
23A Independent Auditors Consent and Report on Schedule (Deloitte & Touche LLP) 71
23B Consent of Independent Auditors (Ernst & Young LLP) 72
24 Powers of Attorney 73-79
27 Financial Data Schedule 80
(b) No report on Form 8-K was filed during the fourteen weeks ended December 28, 1996. N/A
(c) Exhibits filed with this Annual Report on Form 10-K are attached hereto.
See Index to Exhibits at page 53.
(d) Financial Statement Schedules -- See Item 14.(a)(2)
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(amounts rounded to the nearest thousand dollars)
LIQUI-BOX CORPORATION AND SUBSIDIARIES
Column A Column B Column C Column D Column E
Additions
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Balance at Charged to Charged Balance at
Beginning Costs and to Other End of
Description of Period Expenses Accounts Deductions (1) Period
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Reserves deducted from assets:
Fifty-two weeks ended
December 28, 1996:
Allowance for
doubtful accounts $ 679,000 $ 747,000 $ (684,000) $ 742,000
Fifty-two weeks ended
December 30, 1995:
Allowance for
doubtful accounts $ 594,000 $ 723,000 $ (638,000) $ 679,000
Fifty-two weeks ended
December 31, 1994:
Allowance for
doubtful accounts $ 635,000 $ 580,000 $ (621,000) $ 594,000
(1) Uncollectible accounts written off, net of recoveries.
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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
Date: 3/21/97 By: * Samuel B. Davis
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Samuel B. Davis
Chairman of the Board, Chief
Executive Officer, President,
Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: 3/21/96 By: * Samuel B. Davis
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Samuel B. Davis
Chairman of the Board, Chief
Executive Officer, President,
Treasurer and Director
(Principal Executive and
Financial Officer)
Date: 3/25/97 By: * Jeanette A. Davis
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Jeanette A. Davis
Director
Date: 3/19/97 By: * Robert S. Hamilton
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Robert S. Hamilton
Vice Chairman and Director
Date: 3/21/97 By: * Peter J. Linn
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Peter J. Linn
Secretary and Director
Date: 3/20/97 By: * C. William McBee
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C. William McBee
Director
Date: 3/21/97 By: * Carl J. Aschinger, Jr.
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Carl J. Aschinger, Jr.
Director
Date: 3/25/97 By: * Russell M. Gertmenian
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Russell M. Gertmenian
Director
Date: 3/19/97 By: * James B. Holloway
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James B. Holloway
Controller
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Date: 3/27/97 *By: /S/ C. William McBee
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C. William McBee
Attorney in Fact
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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.
Exhibit No. Description Pages
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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
11 Computation of Per Share Earnings 54
13 Annual Report to Shareholders for the fiscal year ended December 28, 1996 11-51
21 Subsidiaries of the Registrant 70
23A Independent Auditors Consent and Report on Schedule (Deloitte & Touche LLP) 71
23B Consent of Independent Auditors (Ernst & Young LLP) 72
24 Powers of Attorney 73-79
27 Financial Data Schedule 80