1
Exhibit (13) 1996 ANNUAL REPORT TO SHAREHOLDERS
FINANCIAL HIGHLIGHTS
For the Five Fiscal Years Ended December 28, 1996 (In thousands of dollars,
except per share data)
SELECTED INCOME STATEMENT DATA 1996 1995 1994 1993 1992
Net Sales $152,368 $156,373 $147,772 $130,081 $116,117
Income Before Taxes 24,109 20,038 22,246 21,594 18,848
Taxes on Income 9,590 7,953 8,919 8,657 7,598
Net Income 14,519 12,085 13,327 12,937 11,250
Earnings Per Share (1)
Primary $2.37 $1.89 $2.06 $2.00 $1.73
Fully Diluted $2.37 $1.89 $2.06 $1.99 $1.73
SELECTED BALANCE SHEET DATA
Current Assets $51,725 $48,699 $47,848 $44,341 $36,771
Current Liabilities 14,257 9,775 14,672 19,452 10,384
Working Capital 37,468 38,924 33,176 24,889 26,387
Total Assets 100,016 90,796 89,185 86,072 68,657
Long-term Obligations - - - 55 105
Shareholders' Equity $84,380 $79,655 $73,683 $65,210 $55,972
Cash Dividends Per Share $0.48 $0.42 $0.40 $0.39 $0.35
Book Value Per Share $14.47 $13.02 $11.76 $10.25 $8.77
(1) See Note 1 to Consolidated Financial Statements: Per Share Data
The reported low and high closing prices on the NASDAQ National Market as
reported by the National Quotation Bureau, Inc. and cash dividends per share
were as follows: (See Note 1 to Consolidated Financial Statements: Per Share
Data)
1996 1995 1994
Cash Cash Cash
Dividends Dividends Dividends
Low High Per Share Low High Per Share Low High Per Share
First Quarter 29 1/4 33 1/2 $0.11 31 33 1/2 $0.10 35 1/2 38 1/2 $0.10
Second Quarter 28 1/2 33 1/2 $0.11 31 36 1/4 $0.10 34 37 $0.10
Third Quarter 26 1/2 33 $0.13 28 1/2 33 7/8 $0.11 33 1/2 36 1/2 $0.10
Fourth Quarter 29 1/4 33 $0.13 27 1/4 30 3/4 $0.11 31 1/2 35 1/4 $0.10
LIQUI-BOX WORLDWIDE
2
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
Worthington, Ohio
Upper Sandusky, Ohio
Romiley, England
CORPORATE INFORMATION
AUDITORS Deloitte & Touche LLP, Columbus, Ohio
TRANSFER AGENT The Huntington National Bank,
Columbus, 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 23, 1997 at 9:00 a.m.
3
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
1996 COMPARED TO 1995
During 1996, Liqui-Box Corporation (the "Company") experienced a 4.4% increase
in unit sales and a 2.6% decrease in net sales dollars compared to 1995. The
decrease in net sales can be primarily attributed to decreased selling prices on
most products due to a decrease in 1996 in the cost of the Company's prime raw
material, plastic resin, partially offset by the increase in unit sales for the
year. The cost of most of the resins the Company uses in the manufacture of its
products began to rise dramatically in 1994 and the increases continued into
1995. The cost of many of these resins began to decline from their peaks in
Spring 1995; however, as of the end of 1996, they had not returned to the
beginning of 1994 levels.
Gross profit, as a percentage of net sales, was 31.2% in 1996 and 27.3% in 1995.
This increase is primarily the result of improvements in plant efficiencies and
the positive impact of previous plant consolidations. To a lesser extent,
decreased resin costs, partially offset by decreased selling prices, also
contributed to the increase in gross profit as a percentage of net sales.
Selling, administrative and development expenses in 1996 were $23,447,000 as
compared to $22,712,000 in 1995, an increase of $735,000. This increase is
primarily due to a increase in compensation related costs in 1996 as a result of
the Company's compensation program, which bases a significant portion of
employees' total compensation on Company profitability, as well as, to a lesser
extent, an increase in the Company's research and development costs. The
increase in compensation, research and development costs were partially offset
by overall decreases in the Company's other selling, administrative and
development costs.
Research and development costs were $1,856,000 in 1996 and $1,265,000 in 1995,
an increase of $591,000. Significant costs were incurred in continued
development of the Company's new PET clear Handi-Tap, as well as improvements to
existing products. It should be noted that the above amounts only include direct
costs associated with research and development. Liqui-Box 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 20.1% to $14,519,000, compared to $12,085,000 in 1995.
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 39.8% and 39.7% of before tax income in 1996
and 1995, respectively.
At the end of 1996 and 1995, Liqui-Box had no significant backlog of orders,
which is industry typical.
4
1995 COMPARED TO 1994
During 1995, the Company experienced an increase in sales and a decline in net
income as compared to 1994. The increase in sales was primarily attributed to
increased selling prices on most products which partially offset the dramatic
increase experienced in 1995 in the cost of the Company's prime raw material,
plastic resin. The cost of most of the resins the Company uses in the
manufacture of its products began to rise dramatically in 1994 and the increases
continued into 1995. The cost of many of these resins began to decline from
their peaks in Spring 1995; however, as of the end of 1995, they had not
returned to the beginning of 1994 levels.
Gross profit, as a percentage of net sales, was 27.3% in 1995 and 31.0% in 1994.
This decrease was primarily the result of the higher resin costs. The Company
has the ability to raise prices charged to many of its customers as resin costs
increase; however, there is a time lag between when the Company incurs a cost
increase and the time this cost can be passed on to a customer. To a lesser
extent, higher manufacturing costs at some plants, including the costs of
certain plant consolidations negatively impacted the 1995 gross profit.
Selling, administrative and development expenses in 1995 were $22,712,000 as
compared to $23,413,000 in 1994, a decrease of $701,000. This decrease was
primarily due to a decrease in compensation related costs in 1995 as a result of
the Company's compensation program which bases a significant portion of
employees' total compensation on Company profitability.
Research and development costs were $1,265,000 in 1995 and $2,151,000 in 1994.
Several of the Company's major research and development projects previously
undertaken were completed in 1994. During 1995 the Company embarked upon a major
statistical quality improvement project which took the place of new research and
development projects. This project was intended to not only improve existing
products and processes but also train employees in methodology for developing
new products. The costs of this project were not included in the Company's
research and development costs. The costs directly associated to this project
approximated $785,000; however, there was also an extensive amount of time and
effort put into this project by numerous employees including all members of
executive management.
LIQUIDITY AND CAPITAL RESOURCES
Total working capital at year-end was $37,468,000, $38,924,000 and $33,176,000
in 1996, 1995 and 1994, respectively. The ratio of current assets to current
liabilities was 3.6 to 1 for 1996, 5.0 to 1 in 1995 and 3.3 to 1 in 1994. Net
cash provided from operations was $29,762,000 for 1996 compared to $21,159,000
in 1995 and $17,024,000 in 1994. The increase in cash provided was the result of
improved profitability of the Company, coupled with better asset and liability
management. Net cash used in investing activities was $13,659,000 for 1996
compared to $8,066,000 in 1995 and $6,165,000 in 1994. The increase in cash used
was primarily for purchases of new plant equipment and improvements to existing
property and plant equipment. Cash used in financing activities was $11,759,000
for 1996 compared to $8,111,000 in 1995 and $12,994,000 in 1994. The cash used
in financing activities was primarily for the acquisition of treasury stock and
payment of cash dividends.
5
Liqui-Box's major commitments for capital expenditures as of December 28, 1996,
were, as they have been in the past, primarily for increasing capacity at
existing locations, building filling machines for lease and tooling for new
products. Funds required to fulfill these commitments will be provided by
operations.
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 were bought at prices considered fair by management
and there was cash available for the purchases. The Company felt the purchases
represented a good investment and would secure common shares for issuance under
the Company's employee benefit plans. In July 1996, the Company issued 112,000
common shares to certain officers and employees at an aggregated cash purchase
price of $3,170,000.
Financing arrangements with The Huntington National Bank ("Bank") which provide
various credit facilities with a total commitment of $20,000,000 had no amounts
outstanding as of December 28, 1996. These credit facilities expire on May 1,
1997; however, management has a commitment from the Bank to renew these
facilities with a $10,000,000 increase in the commitment on terms comparable to
the existing facility.
Longer-term cash requirements, other than normal operations, 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 equivalents, available credit
facilities, and anticipated cash generated from operations will be sufficient to
satisfy its currently anticipated cash requirements for the fiscal year 1997.
During 1996, 1995 and 1994, the Company experienced dramatic fluctuations in the
costs of plastic resin; however, the Company was able to obtain an adequate
supply for its needs. In 1997, it is uncertain what will happen to plastic resin
prices. The Company anticipates that during 1997 there will be an adequate
supply of the major types of plastic resin it purchases.
Management feels that inflation had a material effect on the Company during the
past three years due to the continued 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.
6
LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS,
DECEMBER 28, 1996 AND DECEMBER 30, 1995
- - ---------------------------------------------------------------------------------------------------
ASSETS 1996 1995
Current Assets:
Cash and cash equivalents $ 15,248,000 $ 9,424,000
Accounts receivable:
Trade, net of allowance for doubtful accounts of $742,000
and $679,000, respectively 16,265,000 16,788,000
Other 1,141,000 2,439,000
------------- -------------
Total receivables 17,406,000 19,227,000
------------- -------------
Inventories:
Raw materials and supplies 8,869,000 9,003,000
Work in process 4,194,000 5,534,000
Finished goods 4,491,000 4,035,000
------------- -------------
Total inventories 17,554,000 18,572,000
------------- -------------
Other current assets 1,517,000 1,476,000
------------- -------------
Total Current Assets 51,725,000 48,699,000
------------- -------------
Property, Plant and Equipment - At cost:
Land, buildings and leasehold improvements 10,530,000 9,711,000
Equipment and vehicles 62,469,000 56,355,000
Equipment leased to customers 18,940,000 17,548,000
Construction in process 5,584,000 1,965,000
------------- -------------
Total 97,523,000 85,579,000
Less accumulated depreciation and amortization (62,494,000) (57,140,000)
------------- -------------
Property, plant and equipment - net 35,029,000 28,439,000
------------- -------------
OTHER ASSETS:
Goodwill, net of amortization 9,857,000 10,126,000
Deferred charges and other assets, net 3,405,000 3,532,000
------------- -------------
Total other assets 13,262,000 13,658,000
------------- -------------
TOTAL ASSETS $ 100,016,000 $ 90,796,000
============= =============
See notes to consolidated financial statements.
7
LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS,
DECEMBER 28, 1996 AND DECEMBER 30, 1995
- - ---------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995
Current Liabilities:
Accounts payable $ 6,640,000 $ 4,888,000
Dividends payable 758,000 673,000
Salaries, wages and related liabilities 1,696,000 1,295,000
Federal, state and local taxes 1,059,000 329,000
Other accrued liabilities 4,104,000 2,590,000
------------- -------------
Total Current Liabilities 14,257,000 9,775,000
------------- -------------
Deferred Income Taxes 1,379,000 1,366,000
------------- ------------
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 6,615,000 5,178,000
Cumulative translation adjustment 1,986,000 618,000
Unrealized gain on marketable securities 605,000 460,000
Retained earnings 109,175,000 97,494,000
Less treasury stock, at cost - 1,432,203 and
1,144,992 shares, respectively (35,211,000) (25,305,000)
------------- -------------
Total Stockholders' Equity 84,380,000 79,655,000
------------- -------------
Total Liabilities and Stockholders' Equity $ 100,016,000 $ 90,796,000
============= =============
See notes to consolidated financial statements
8
LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 28, 1996, DECEMBER 30, 1995 AND DECEMBER 31, 1994
- - --------------------------------------------------------------------------------
1996 1995 1994
Net Sales $ 152,368,000 $ 156,373,000 $ 147,772,000
Cost of Sales 104,848,000 113,723,000 102,000,000
------------- ------------- -------------
Gross Margin 47,520,000 42,650,000 45,772,000
Selling, administrative and
development expenses 23,447,000 22,712,000 23,413,000
------------- ------------- -------------
Operating Income 24,073,000 19,938,000 22,359,000
Other Income (Expense):
Interest income 541,000 221,000 160,000
Interest expense (5,000) (222,000) (186,000)
Other, net (500,000) 101,000 (87,000)
------------- ------------- -------------
Income Before Income Taxes 24,109,000 20,038,000 22,246,000
Taxes on Income 9,590,000 7,953,000 8,919,000
------------- ------------- -------------
Net Income $ 14,519,000 $ 12,085,000 $ 13,327,000
============= ============= =============
Earnings per Share:
Primary $ 2.37 $ 1.89 $ 2.06
Fully diluted $ 2.37 $ 1.89 $ 2.06
Cash dividends per common share $ 0.48 $ 0.42 $ 0.40
Weighted average number of common
and common equivalent shares used
in computing earnings per share:
Primary 6,127,574 6,397,312 6,474,628
Fully diluted 6,135,738 6,397,312 6,474,628
See notes to consolidated financial statements
9
LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 28, 1996, DECEMBER 30, 1995 AND DECEMBER 31, 1994
- - -------------------------------------------------------------------------------
UNREALIZED
ADDITIONAL CUMULATIVE GAIN ON
SHARES COMMON PAID-IN TRANSLATION MARKETABLE TREASURY RETAINED
OUTSTANDING STOCK CAPITAL ADJUSTMENT SECURITIES STOCK EARNINGS
--------- ---------- ---------- ---------- -------- ------------ ------------
Balance at January 1, 1994 6,360,496 $1,210,000 $4,305,000 $ (262,000) $(17,260,000) $ 77,217,000
Net income 13,327,000
Cash dividends (2,527,000)
Purchase of treasury shares (109,121) (3,795,000)
Proceeds from exercise of stock options 16,291 (4,000) 304,000
Tax benefit of stock options exercised 91,000
Deferred compensation 86,000
Translation gain 991,000
--------- ---------- ---------- ---------- ------------ ------------
Balance at December 31, 1994 6,267,666 1,210,000 4,478,000 729,000 (20,751,000) 88,017,000
Net income 12,085,000
Cash dividends (2,608,000)
Purchase of treasury shares (164,279) (4,837,000)
Proceeds from exercise of stock options 14,219 49,000 283,000
Tax benefit of stock options exercised 51,000
Deferred compensation 600,000
Translation loss (111,000)
Unrealized gain on marketable securities 460,000
--------- ---------- ---------- ---------- -------- ------------ ------------
Balance at December 30, 1995 6,117,606 1,210,000 5,178,000 618,000 460,000 (25,305,000) 97,494,000
Net income 14,519,000
Cash dividends (2,838,000)
Purchase of treasury shares (407,137) (12,160,000)
Sale of treasury shares 111,923 949,000 2,101,000
Proceeds from exercise of stock options 8,003 11,000 153,000
Tax benefit of 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 $1,986,000 $605,000 $(35,211,000) $109,175,000
========= ========== ========== ========== ======== ============ ============
See notes to consolidated financial statements.
10
LIQUI-BOX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 28, 1996, DECEMBER 30, 1995 AND DECEMBER 31, 1994
- - -------------------------------------------------------------------------------
1996 1995 1994
---- ---- ----
Operating Activities:
Net income $14,519,000 $12,085,000 $13,327,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,643,000 6,275,000 6,380,000
Provision for loss on accounts receivable 747,000 723,000 580,000
Amortization of other noncurrent assets 1,147,000 1,091,000 1,114,000
Loss (gain) on disposal of property, plant and equipment (45,000) 619,000 -
Deferred compensation 452,000 600,000 86,000
Changes in deferred income tax accounts (76,000) (32,000) (475,000)
Changes in operating assets and liabilities, net of
effects from acquisitions:
Accounts receivable 1,063,000 (3,760,000) (2,205,000)
Inventories 938,000 5,783,000 (4,264,000)
Other current assets 19,000 1,593,000 365,000
Accounts payable 1,688,000 (2,316,000) 2,051,000
Salaries, wages and related liabilities 401,000 (344,000) 200,000
Other accrued liabilities 2,266,000 (1,158,000) (135,000)
------------ ----------- -----------
Net cash provided by operating activities 29,762,000 21,159,000 17,024,000
------------ ----------- -----------
Cash Flows From Investing Activities:
Purchase of Inpaco 0 - (200,000)
Purchase of property, plant and equipment (15,116,000) (9,646,000) (6,023,000)
Proceeds from sale of property, plant and equipment 2,055,000 1,467,000 -
Other changes, net (598,000) 113,000 58,000
------------ ----------- -----------
Net cash (used in) investing activities: (13,659,000) (8,066,000) (6,165,000)
------------ ----------- -----------
Cash Flows From Financing Activities:
Acquisition of treasury shares (12,160,000) (4,837,000) (3,795,000)
Sale of treasury shares 3,050,000
Exercise of stock options, including tax benefit 189,000 383,000 300,000
Cash dividends (2,838,000) (2,608,000) (2,527,000)
Repayment of short and long-term borrowings - (1,000,000) (7,000,000)
Principal payments on capital lease obligations - (55,000) (50,000)
Other 6,000 78,000
------------ ----------- -----------
Net cash (used in) financing activities (11,759,000) (8,111,000) (12,994,000)
Effect of exchange rate changes on cash 1,480,000 101,000 100,000
Increase (decrease) in cash and cash equivalents 5,824,000 5,083,000 (2,035,000)
Cash and cash equivalents, Beginning of year 9,424,000 4,341,000 6,376,000
------------ ----------- -----------
Cash and cash equivalents, End of year $ 15,248,000 $ 9,424,000 $ 4,341,000
============ =========== ===========
See notes to consolidated financial statements.
11
LIQUI-BOX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 28, 1996, DECEMBER 30,1995 AND DECEMBER 31, 1994
- - -------------------------------------------------------------------------------
NOTE 1 ACCOUNTING POLICIES
Liqui-Box Corporation and subsidiaries (the "Company") is a manufacturer of
dispensing systems, flexible packaging, and related filling equipment 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 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 18%, 17%, and 15% of the Company's revenues in 1996, 1995, and
1994, respectively, were derived from sales to one major customer. Trade
receivables due from this customer were $1,677,000 and $3,095,000 at December
28, 1996 and December 30, 1995, 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 $2,535,000 and $2,320,000 at December 28,
1996 and December 30, 1995, respectively. The impact of partial inventory
liquidations in certain LIFO pools reduced the LIFO provision by approximately
$956,000 in 1995. 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 $8,077,000 and $9,535,000 at December 28, 1996 and
December 30, 1995, 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 20 to 25 years. Other intangibles resulting from business acquisitions,
comprised mainly of costs related to sales agreements, patents and non-compete
agreements, are being amortized using the straight-line method over 3 to 17
years. Accumulated amortization of goodwill and other intangibles as of December
28, 1996 and December 30, 1995 approximated $5,625,000 and $4,696,000,
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.
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 with unrealized gains and losses reported as a separate component of
stockholders' equity. The fair market value, cost and unrealized gains, net of
tax, were $1,067,000, $59,000 and $605,000, respectively, at December 28, 1996
and $819,000, $59,000 and $460,000,
12
respectively, at December 30, 1995. The unrealized gain, net of tax, is a
supplemental non-cash transaction for the statements of cash flows.
REVENUE RECOGNITION - Revenue from product sales is recognized at the time
products are shipped. Revenue from contracts to manufacture filling machine
systems is recognized on a completed contract basis.
RESEARCH AND DEVELOPMENT - All research and development costs are expensed as
incurred. Such costs amounted to $1,856,000, $1,265,000 and $2,151,000 in 1996,
1995 and 1994, 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 $456,000, $328,000 and $551,000 in 1996, 1995 and
1994, respectively.
EARNINGS PER SHARE - Earnings per common and common equivalent share are based
upon the weighted average number of common shares outstanding and equivalent
common shares derived from dilutive stock options.
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.
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 $(4,000),
$(200,000) and $90,000 in 1996, 1995, and 1994, 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 net income. At December 28, 1996, the Company had contracts of approximately
$1,372,000 maturing from January 10, 1997 through May 30, 1997 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; and
other current liabilities are estimated to approximate fair value because of the
short-term maturity of these items.
RECLASSIFICATION - Certain reclassifications have been made to the 1995
financial statements to conform to the 1996 presentation.
13
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:
DECEMBER 28, DECEMBER 30,
1996 1995
Current deferred tax assets:
Accounts receivable $ 382,000 $ 230,000
Reserves and accruals 607,000 403,000
Other 8,000 275,000
----------- -----------
Net current deferred tax assets $ 997,000 $ 908,000
=========== ===========
Long-term deferred tax liabilities:
Tax over book depreciation $ 1,164,000 $ 987,000
Other 403,000 630,000
----------- -----------
Total long-term deferred tax liabilities 1,567,000 1,617,000
----------- -----------
----------- -----------
Long-term deferred tax assets - Intangibles $ 188,000 $ 251,000
----------- -----------
Net long-term deferred tax liabilities $ 1,379,000 $ 1,366,000
=========== ===========
Significant components of the provision for income taxes are as follows:
1996 1995 1994
Current:
Federal $ 7,783,000 $ 6,553,000 $ 7,414,000
Foreign 145,000
State 1,841,000 1,432,000 1,980,000
----------- ----------- -----------
Total current taxes 9,769,000 7,985,000 9,394,000
Deferred - Federal and state (179,000) (32,000) (475,000)
----------- ----------- -----------
Total taxes $ 9,590,000 $ 7,953,000 $ 8,919,000
=========== =========== ===========
14
The following table summarizes the difference between income taxes computed at
the expected Federal statutory rate and actual amounts:
1996 1995 1994
Expense at Federal statutory rates $ 8,438,000 $ 7,013,000 $ 7,665,000
Foreign income taxes 145,000 0
State income taxes, net of Federal tax benefit 1,175,000 911,000 1,170,000
Other - net (168,000) 29,000 84,000
----------- ----------- -----------
Total $ 9,590,000 $ 7,953,000 $ 8,919,000
=========== =========== ===========
The Company made income tax payments, net of refunds, of approximately
$8,699,000, $9,972,000 and $6,975,000 in 1996, 1995 and 1994, respectively.
NOTE 3 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 December 28, 1996 and December 30, 1995 approximated
$13,632,000 and $13,389,000, respectively. The future minimum rentals on
non-cancelable operating leases for the five fiscal years subsequent to December
28, 1996 are: $588,000, $313,000, $226,000, $138,000 and $24,000.
NOTE 4 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. Expenses related to the plan were $106,000, $229,000, and $208,000
in 1996, 1995 and 1994, 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. 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 $28,000, $17,000 and $33,000 in 1996, 1995 and 1994, respectively.
The Company contributes to various retirement plans. Contributions and expenses
related to these plans were $37,000, $91,000 and $105,000 in 1996, 1995 and
1994, respectively.
NOTE 5 COMMITMENTS AND CONTINGENCIES
The Company leases property and equipment pursuant to various non-cancelable
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 December 28, 1996
are: $1,317,000, $1,179,000, $942,000, $909,000 and $860,000. Lease payments
under non-cancelable operating leases subsequent to the year 2001 aggregate
$3,712,000.
Total lease rent expense including other cancelable and short-term leases was
$2,354,000, $2,312,000 and $2,309,000 in 1996, 1995 and 1994, respectively.
Subsequent to December 28, 1996, 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
15
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. No amount has been accrued for this matter in the
accompanying financial statements. 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 and its legal counsel believe the resolution of
such litigation will not have a material effect on the Company's financial
statements. 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 $3,050,000 as of December 28, 1996.
NOTE 6 STOCK OPTIONS
At December 28, 1996, 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 1996, 1995 and 1994 was $452,000, $600,000 and
$86,000, 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 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:
1996 1995
---- ----
Net income As Reported $ 14,519 $ 12,085
Pro forma $ 14,359 $ 12,020
Primary earnings per share As Reported $ 2.37 $ 1.89
Pro forma $ 2.34 $ 1.88
Fully diluted earnings per share As Reported $ 2.37 $ 1.89
Pro forma $ 2.34 $ 1.88
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 the years ended December 28, 1996 and December
30, 1995: dividend yield of 1.5%; expected volatility 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
16
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.
A summary of the status of the Company's stock option plan as of December 28,
1996 and for the three years then ended is presented below:
1996 1995 1994
------------------------- ------------------------- -------------------------
Shares Weighted-Average Shares Weighted-Average Shares Weighted-Average
(000) Exercise Price (000) Exercise Price (000) Exercise Price
--- -------------- --- -------------- --- --------------
Outstanding at beginning of year 763 $24 391 $22 347 $21
Granted 48 $31 424 $27 84 $29
Exercised (8) $24 (14) $23 (16) $18
Forfeited (45) $29 (38) $30 (24) $27
--- --- ---
Outstanding at end of year 758 $25 763 $24 391 $22
=== === ===
Options Exercisable at year-end 224 $26 109 $25 193 $18
1996 1995
---- ----
Weighted-average fair value of
options granted during the year
where market price at date of grant:
- is below exercise price $10
- is at exercise price $12 $11
- is above exercise price $16
17
The following table summarizes information about stock options outstanding at
December 28, 1996:
Options Outstanding Options Exercisable
------------------------------------------------- ------------------------------
Number Weighted-Average Number
Range of Outstanding Remaining Weighted-Average Outstanding Weighted-Average
Exercise Prices (000) Contractual Life Exercise Price (000) Exercise Price
--------------- --- ---------------- -------------- --- --------------
$12.50 to $18.50 226 8.2 $14 35 $13
$22.50 to $24.65 53 5.3 $24 53 $24
$27.25 to $30.53 403 7.4 $28 89 $28
$31.50 to $37.01 76 6.8 $35 47 $36
--- ---
758 7.7 $25 224 $26
=== ===
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 $25,000, $51,000 and $91,000 in 1996,
1995 and 1994, respectively.
NOTE 7 CREDIT FACILITIES
The Company maintains credit facilities that aggregate $20,000,000 and include
$10,000,000 for a revolving term loan, the availability of which terminates on
April 30, 1997, when, at the option of the Company, outstanding amounts can be
converted to a term note under the terms of the agreement as defined. No amounts
were outstanding under this facility at December 28, 1996. The remaining portion
of the credit facilities of $10,000,000 is a line of credit that expires May 1,
1997. No amounts were outstanding under this facility at December 28, 1996. At
the Company's option, the credit facilities bear interest at either the prime
rate, the London Interbank Offered Rate plus a percentage ranging from .625% to
.75%, or a negotiated rate, as defined. The facilities require the maintenance
of certain financial ratios and restrict future common stock dividends to 50% of
aggregated net income. Interest paid in 1996, 1995 and 1994 was $5,000,
$223,000, and $182,000, respectively.
18
NOTE 8 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
EARNINGS PER SHARE
------------------
NET GROSS NET FULLY
1996 SALES MARGIN INCOME PRIMARY DILUTED
- - ---- --------- -------- -------- ------ ------
First quarter $ 34,183 $ 11,300 $ 3,141 $ 0.50 $ 0.50
Second quarter 42,159 14,321 4,529 0.74 0.74
Third quareter 44,549 13,971 4,738 0.78 0.78
Fourth quarter 31,477 7,928 2,111 0.35 0.35
--------- -------- -------- ------ ------
Total $ 152,368 $ 47,520 $ 14,519 $ 2.37 $ 2.37
========= ======== ======== ====== ======
1995
First quarter $ 33,646 $ 9,040 $ 2,356 $ 0.37 $ 0.37
Second quarter 42,984 11,469 3,525 0.55 0.55
Third quarter 48,230 13,231 4,223 0.66 0.66
Fourth quarter 31,513 8,910 1,981 0.31 0.31
--------- -------- -------- ------ ------
Total $ 156,373 $ 42,650 $ 12,085 $ 1.89 $ 1.89
========= ======== ======== ====== ======
19
NOTE 9 GEOGRAPHIC SEGMENTS
Financial information by geographic area for each of the three years in the
period ended December 28, 1996, is summarized as follows:
UNITED GENERAL INTER-AREA
1996 STATES EUROPE CORPORATE ELIMINATIONS TOTAL
------------- ------------ ------------ --------- -------------
Trade sales - net $ 134,021,000 $ 18,347,000 $ $ 152,368,000
Inter-area sales 242,000 $(242,000)
------------- ------------ ------------ --------- -------------
Net sales $ 134,263,000 $ 18,347,000 $ $(242,000) $ 152,368,000
============= ============ ============ ========= =============
Operating income (loss) $ 31,235,000 $ 1,191,000 $ (8,353,000) $ $ 24,073,000
============= ============ ============ ========= =============
Identifiable assets $ 75,700,000 $ 21,957,000 $ 2,359,000 $ $ 100,016,000
============= ============ ============ ========= =============
1995
Trade sales - net $ 135,654,000 $ 20,719,000 $ $ 156,373,000
Inter-area sales 195,000 $(195,000)
------------- ------------ ------------ --------- -------------
Net sales $ 135,849,000 $ 20,719,000 $ $(195,000) $ 156,373,000
============= ============ ============ ========= =============
Operating income (loss) $ 26,982,000 $ 709,000 $ (7,753,000) $ $ 19,938,000
============= ============ ============ ========= =============
Identifiable assets $ 67,044,000 $ 21,666,000 $ 2,086,000 $ $ 90,796,000
============= ============ ============ ========= =============
1994
Trade sales - net $ 129,878,000 $ 17,894,000 $ $ 147,772,000
Inter-area sales 330,000 $(330,000)
------------- ------------ ------------ --------- -------------
Net sales $ 130,208,000 $ 17,894,000 $ $(330,000) $ 147,772,000
============= ============ ============ ========= =============
Operating income (loss) $ 30,783,000 $ (650,000) $ (7,774,000) $ $ 22,359,000
============= ============ ============ ========= =============
Identifiable assets $ 71,470,000 $ 16,364,000 $ 1,351,000 $ $ 89,185,000
============= ============ ============ ========= =============
Inter-area transactions are accounted for on the same basis as sales to
unaffiliated parties. Identifiable assets are those assets associated with a
specific geographic area. General corporate assets consist primarily of the
corporate headquarters facility and various other investments and assets that
are not specific to a geographic area. Goodwill and related amortization have
been allocated by geographic area as applicable.
20
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Directors of
Liqui-Box Corporation:
We have audited the accompanying consolidated balance sheets of Liqui-Box
Corporation and subsidiaries as of December 28, 1996 and December 30, 1995, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years then ended. 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. The consolidated
financial statements of Liqui-Box Corporation and subsidiaries for the year
ended December 31, 1994 were audited by other auditors whose report, dated March
2, 1995, expressed an unqualified opinion on those statements.
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 1996 and 1995 consolidated financial statements present
fairly, in all material respects, the financial position of Liqui-Box
Corporation and subsidiaries at December 28, 1996 and December 30, 1995, and the
results of their operations and their cash flows for each of the years then
ended in conformity with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio
March 11, 1997
21
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Liqui-Box Corporation
Worthington, Ohio
We have audited the accompanying consolidated statements of income,
stockholders' equity, and cash flows of Liqui-Box Corporation and subsidiaries
for the year in the period ended December 31, 1994. Our audit also included
the financial statement schedule listed in the index at item 14(a). These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audit.
We conducted our audit 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 from material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Liqui-Box
Corporation and subsidiaries at December 31, 1994, and the consolidated
results of operations and their cash flows subsidiaries for the year in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.
/s/ Ernst & Young LLP
Columbus, Ohio
March 2, 1995
52