-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzTBvDmdmWq+MxWlClpac+mG+YN43G1Kg2QhffqfjCqih5KuGr5Hi68CT+/yruup 16ctzDdfTcqJlSZl8LxqrQ== 0001104659-06-055158.txt : 20060815 0001104659-06-055158.hdr.sgml : 20060815 20060815153331 ACCESSION NUMBER: 0001104659-06-055158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060815 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLIANT CORPORORATION CENTRAL INDEX KEY: 0001049442 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] IRS NUMBER: 432107725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-40067 FILM NUMBER: 061035137 BUSINESS ADDRESS: STREET 1: 1475 WOODFIELD ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 8479693300 MAIL ADDRESS: STREET 1: 1475 WOODFIELD ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 FORMER COMPANY: FORMER CONFORMED NAME: PLIANT CORP DATE OF NAME CHANGE: 20001113 FORMER COMPANY: FORMER CONFORMED NAME: HUNTSMAN PACKAGING CORP DATE OF NAME CHANGE: 19971110 8-K 1 a06-17932_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
August 15, 2006

 

PLIANT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

333-40067

 

43-2107725

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

 

 

 

 

 

1475 Woodfield Road, Suite 700
Schaumburg, IL 60173

(Address of Principal Executive Offices) (Zip Code)

 

 

 

 

 

(847) 969-3300
Registrant’s telephone number, including area code)

 

 

 

 

 

N.A.

(Former Name or Former Address if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                            Written communications pursuant to Rule 425 under the Securities Act

o                            Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o                            Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act

o                            Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act

 

 




 

ITEM 7.01.   REGULATION FD DISCLOSURE.

As previously announced, we will hold a conference call to discuss our operating results for the three months ended June 30, 2006 and to answer questions about the business.  The call will take place at 2:00 p.m. Eastern Standard Time on August 15, 2006.  Our press release containing information on how to access the conference call is set forth as Exhibit 99.1 to this Report.

As part of the conference call, Harold Bevis, President and Chief Executive Officer of Pliant Corporation, will read from a press release to Pliant Corporation’s customers, investors and employees regarding the company’s business and first quarter earnings.  This press release is set forth as Exhibit 99.2 to this Report.

In addition to the financial results reported in our Form 10-Q, the press release includes, and our management will discuss, certain non-GAAP financial information related to the three months ended June 30, 2006, including quarterly segment profit amounts.  The information required by Regulation G under the Securities Exchange Act of 1934 with respect to these amounts is included on Exhibit 99.3 to this Report.

The information in this Item 7.01 of Form 8-K (including Exhibit 99.2) is “furnished” and not “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01.   FINANCIAL STATEMENT AND EXHIBITS

(d)   Exhibits.

Exhibit No.

 

 

Description

 

 

 

99.1

 

Press Release dated July 13, 2006.

 

 

 

99.2

 

Press Release dated August 15, 2006.

 

 

 

99.3

 

Pliant Corporation Loss from Continuing Operations Before Income Taxes and EBITDA(R)/Segment Profit Reconciliation.

 

 

 

 

2




SIGNATURE

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 hereunto duly authorized.

 

PLIANT CORPORATION

 

 

 

Date: August 15, 2006

By:

/s/   Joseph Kwederis

 

 

Joseph Kwederis

 

 

Senior Vice President and Chief Financial Officer

 

 

3



EX-99.1 2 a06-17932_2ex99d1.htm EX-99

 

Exhibit 99.1

July 13, 2006

FOR IMMEDIATE RELEASE

Pliant Corporation to hold conference call
Second Quarter 2006 Financial Results

SCHAUMBURG, IL — Harold Bevis, President and CEO of Pliant Corporation, announced today that he will host a conference call to discuss the Company’s 2nd Quarter 2006 results and to answer questions about the business. The call will take place at 2:00 p.m. Eastern Daylight Time on Tuesday, August 15, 2006.

Participants in the United States can access the conference call by dialing 877-917-3404, using the access code Pliant, or internationally by calling 210-234-0003 and using the same access code (Pliant). Participants are encouraged to dial-in at least ten minutes prior to the start of the teleconference.

Following the call’s completion, an audio web replay will be available on the company’s website: www.pliantcorp.com

ABOUT PLIANT

Pliant Corporation is a leading producer of value-added film and flexible packaging products for personal care, medical, food, industrial and agricultural markets. The Company operates 23 manufacturing and research and development facilities around the world, and employs approximately 2,940 people.

# # #

CONTACT:

Joe Kwederis
SVP of Finance
E-mail:   Joe.kwederis@pliantcorp.com
Phone:   847-407-5117
Company Web Site: www.pliantcorp.com

 



EX-99.2 3 a06-17932_2ex99d2.htm EX-99

Exhibit 99.2

August 15, 2006

FOR IMMEDIATE RELEASE

PLIANT REPORTS SOLID 2nd QUARTER RESULTS

Sales Continue to Grow

Second quarter sales were $289 million. This represents a $30 million increase over the second quarter of 2005 — an 11.5% increase. The company grew sales in each of its operating units — Engineered Films, Industrial Films and the Specialty Products Group. The company grew sales in each geography - US, Canada, Mexico, Germany and Australia. Included in this sales growth was a 3.9% increase in volume, measured in pounds.

Sales in the first half were a record at $587 million. This represents a 12.4% increase over the first half of 2005. Every division of the company reported increased sales. Included in this sales growth was a 2.6% increase in volume, measured in pounds.

EBITDA(R) Continues to Improve

Second quarter EBITDA(R) was $26.8 million. This represents a 6.5% increase over the second quarter of 2005. This is also a sequential increase of 11.5% versus the 1st quarter of 2006. The company remains focused on increasing EBITDA(R) via accretive sales growth, lean business practices, cost reduction and innovation programs. EBITDA(R) is defined as EBITDA with the company’s restructuring expenses added back. During the second quarter of 2006, these restructuring expenses were mostly legal fees and financial advisor fees.

EBITDA(R) in the first half was $50.9 million. This represents an 8.4% increase over the first half of 2005.

Pliant Reduces its Debt and Strengthens its Balance Sheet

The company implemented its financial restructuring program on schedule and emerged from Chapter 11 on July 18, 2006. The centerpiece of the restructuring was a debt-for-equity swap which significantly reduced its debt, eliminated its mandatorily redeemable preferred stock, substantially reduced its interest expenses and improved its credit statistics.  This better positions the company to more actively pursue its objectives.




Operational Performance Continues to Improve

The company’s continuous improvement programs in its plants advanced again in the 2nd quarter of 2006.

·                  Gross waste was 9.2% versus 10.5% in the second quarter of 2005. This calculation is the inverse of first pass yield and reductions in this number free up capacity and lower conversion costs.

·                  Net waste was 4.0% versus 5.7% in the second quarter of 2005. This is the amount of resin that can not be reused back into the company’s film-making operations. Reductions in this number translate into higher EBITDA(R) and lower the company’s resin purchase requirements.

The company has a long term goal to have net waste rates that approach zero.

Innovation & Marketing Programs Advanced

Pliant continued its focus on innovation programs in the 2nd quarter of 2006. Pliant’s Sales, Marketing and Technical groups are working together to strike the right balance to drive focused applications for our customers, drive new growth programs for our Marquee Accounts and leverage our R&D resources to develop product and service offerings. With over 100 Technical and Marketing personnel working on innovation programs, Pliant is well positioned for growth now and in the future.

Pliant was awarded 4 additional multi-year R&D contracts from the U.S. Government in the second quarter of 2006.  The focus of the R&D on these new contracts is improved food shelf life, enhanced food quality, and securing the safety and well being of soldiers in the field.  The contract year on these contracts is July 1 to June 30 and the first year value of these contracts is $6.5 million. These contracts contribute to Pliant’s goal of being on the leading edge of packaging technology.

Completed a Small Acquisition

The company bought highly desirable select assets from a flexible packaging operation during the 2nd quarter and is installing this equipment into its plants in Langley, British Columbia; Macedon, NY and Bloomington, IN; and Naucalpan, Mexico facilities. Key assets are as follows:

·                  8 color press

·                  3 layer blown extrusion line

·                  Bag machine, slitters, ancillary equipment

The company has a balanced program to invest in cost reduction, accretive growth capacity and innovation projects.




2006 Full Year On Track

The company has solid momentum and a balanced plan for the second half of the year. The company is reconfirming its guidance of $107 million of EBITDA(R) for the year of 2006.

Summary Comments

Harold Bevis, President and CEO of Pliant Corporation said, “We were pleased with our performance in the 2nd quarter and in the first half of 2006. We are very excited about our future with our new capital structure. We intend to be a consistent and balanced investor in our company, our customer relationships and our employees.  This is a big breath of fresh air for us and will enable us to pursue our plans even more aggressively. We remain firmly committed to our strategically sound business plan built on sales growth, lean business practices, cost reduction and innovation.”

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934.  Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information.  When used in this release, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” and variations of such words or similar expressions are intended to identify forward-looking statements.  All forward-looking statements, including, without limitation, management’s projection of future operating trends, are based upon current expectations and various assumptions.  Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but they may not be achieved.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this release.  Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this release are described in our annual report on Form 10-K for the year ended December 31, 2005.  Such risks, uncertainties and other important factors include, among others:

·                  general economic and business conditions, particularly an economic downturn;

·                  continuing losses and charges against earnings resulting from restructurings or the impairment of assets;

·                  industry trends;

·                  risks of high leverage and any increases in our leverage;




·                  interest rate increases;

·                  changes in our ownership structure;

·                  raw material costs and availability - particularly resin;

·                  the timing and extent to which we pass through resin cost changes to our customers;

·                  competition;

·                  the loss of any of our major customers;

·                  changes in demand for our products;

·                  new technologies;

·                  changes in distribution channels or competitive conditions in the markets or countries where we operate;

·                  costs and/or complications of integrating any future acquisitions;

·                  loss of our intellectual property rights;

·                  foreign currency fluctuations and devaluations and political instability in our foreign markets;

·                  changes in our business strategy or development plans;

·                  availability, terms and deployment of capital;

·                  labor relations and work stoppages;

·                  availability of qualified personnel; and

·                  increases in the cost of compliance with laws and regulations, including environmental laws and regulations.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this release and are expressly qualified in their entirety by the cautionary statements included in this release.  We undertake no obligations to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

#              #              #

Pliant Corporation is a leading producer of value-added film and flexible packaging products for personal care, medical, food, industrial and agricultural markets. Pliant operates 23




manufacturing and research and development facilities around the world and employs approximately 3,049 people.

CONTACT:

Chris Sbertoli

Phone:  847-969-3348

Email:  chris.sbertoli@pliantcorp.com

Company Web Site:  www.pliantcorp.com



EX-99.3 4 a06-17932_2ex99d3.htm EX-99

 

Exhibit 99.3

PLIANT CORPORATION
Reconciliation of loss from continuing operations before income taxes
and EBITDA(R)/Segment Profit

 

 

 

3 Months Ended

 

3 Months Ended

 

6 Months Ended

 

6 Months Ended

 

Amounts in $ millions

 

 

 

 

June 30, 2006

 

June 30, 2005

 

June 30, 2006

 

June 30, 2005

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

 

$

(14.0

)

$

(25.5

)

$

(73.6

)

$

(49.7

)

 

 

 

 

 

 

 

 

 

 

 

Add back:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

10.0

 

9.8

 

20.0

 

20.0

 

Interest

 

 

20.5

 

38.9

 

40.6

 

74.6

 

Restructuring and other costs

 

 

 

2.0

 

0.1

 

2.1

 

Financial restructuring

 

 

10.3

 

 

63.8

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA(R)/Segment profit

 

 

$

26.8

 

$

25.2

 

$

50.9

 

$

47.0

 

 

 



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