-----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, UA7phVFidaICG/4esJOxpD+5OR4aJtYGPR9bDVe/SuHhC3u3xWL5jQHZVzPOHZYw yAOOuRYriNXtFo3TQ5pxvA== 0001104659-06-074917.txt : 20061114 0001104659-06-074917.hdr.sgml : 20061114 20061114140258 ACCESSION NUMBER: 0001104659-06-074917 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061114 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 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: 061213649 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 a06-21913_38k.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):
November 14, 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 September 30, 2006 and to answer questions about the business. The call will take place at 2:00 p.m. Eastern Standard Time on November 14, 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 third quarter operating results (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 and nine months ended September 30, 2006, including quarterly and year to date segment profit amounts. Exhibit 99.3 to this Report contains a reconciliation of the most comparable GAAP financial measures to such non-GAAP financial information.

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 STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated October 27, 2006.

 

 

 

99.2

 

Press Release dated November 14, 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: November 14, 2006

By:

/s/ Joseph Kwederis

 

 

Joseph Kwederis

 

 

Senior Vice President and Chief Financial Officer

 

3



EX-99.1 2 a06-21913_3ex99d1.htm EX-99

Exhibit 99.1

October 27, 2006

FOR IMMEDIATE RELEASE

Pliant Corporation to hold conference call
3rd 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 3rd Quarter 2006 results and to answer questions about the business. The call will take place at 2:00 p.m. Eastern Standard Time on Tuesday, November 14, 2006.

Participants in the United States can access the conference call by dialing 888-469-2188, using the access code Pliant, or internationally by calling 210-839-8502 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 Corporation

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.

Company Contact:

Steve Auburn
General Counsel and Investor Relations
Phone: 847-969-3319
E-mail: steve.auburn@pliantcorp.com
Company Web Site: www.pliantcorp.com.



EX-99.2 3 a06-21913_3ex99d2.htm EX-99

Exhibit 99.2

November 14, 2006

FOR IMMEDIATE RELEASE

PLIANT REPORTS SOLID 3rd QUARTER RESULTS

Schaumburg, IL - Pliant Corporation today reported third quarter sales of $293 million. This represents a 12% increase over the third quarter of 2005, and a 1.5% sequential  increase versus the second quarter of 2006.  Each division of the company reported increased sales as did all geographies including the US, Canada, Mexico, Germany and Australia.  The sales increase was driven primarily by improvements in selling prices and favorable product sales mix, as volume measured in pounds was essentially flat versus third quarter of 2005 and up 1.1% sequentially versus the second quarter of 2006.

EBITDA(R) Improves Versus 2005

Preliminary EBITDA(R) results are $26.0 million. This represents a 20% increase over the third quarter of 2005, and a 3% sequential decline versus the 2nd quarter of 2006. The company remains focused on growing EBITDA(R) via accretive sales growth, lean business practices, cost reduction and innovation. EBITDA(R) is defined as EBITDA with the company’s financial restructuring and reorganization costs added back. These costs are mostly legal fees and financial advisor fees.

Growth and Innovation Continue

Momentum in Sales, Marketing, and Innovation continued in the third quarter, with several important new product launches, including:

·                  BreatheFreshTM family of produce films (patent pending), which enhance shelf-life and improve performance versus conventional films

·                  SteamQuickTM (patent pending) microwaveable packaging for frozen vegetables

·                  BlockadeTM (patent pending) family of high-barrier agricultural films

·                  Stratum NSTM family of nylon skin films for fresh food packaging

All of these products support market evolution, and are a result of Pliant’s aggressive innovation and technology programs.  In the third quarter, Pliant also extended several of our existing Marquee account supply relationships and was awarded new business in the Personal Care, Food and Beverage, and Retail market segments.

Operational Performance Continues to Improve

The company’s continuous improvement programs in its plants advanced again in the 3rd quarter of 2006.

·                  Gross waste was 9.6% vs. 10.4% in the third quarter of 2005.  This calculation is the inverse of first-pass yield, and reductions in this number free-up capacity and




lower material conversion costs.

·                  Net waste was 4.3% vs. 5.1% in the third quarter of 2005.  This is the amount of resin that can not be reprocessed in 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 approach zero.

Chippewa Falls Innovation Center Expansion Completed

Pliant recently held the grand opening of our newly-expanded Center for Innovation in Chippewa Falls, WI.  This 10,000 ft2 addition will house over $4 million of new, pilot-scale extrusion and packaging technology assets.  The investment is designed to keep Pliant on the forefront of packaging technology, with state-of-the art equipment to ensure we continue to provide leading-edge packaging solutions to our customers.

Balanced Capital Investment Program Continues

In the third quarter the company continued its investment in growth, innovation, and cost reduction, completing installation and start-up of several capital expansions, including:

·                  An 8-color flexographic press and two bag-converting machines to accommodate volume growth in the Personal Care and Bakery markets

·                  A three-layer blown extrusion line to create high quality, converter-grade coextruded films to support growth in Frozen Food and Personal Care markets

·                  A new, state-of-the-art, high-speed winder in our Germany extrusion operations to increase production capacity and improve operational efficiency

·                  In-house rewinding in our Australian operations to support growth in the Retail and Foodservice cutter-box markets

The company spent $10.4 million on capital programs in the third quarter and approved an additional $11.0 million of new investment.

Resin & Materials Trending Favorably

Although resin base prices have been volatile, they are currently tracking below the June 2006 level and the near-term outlook is for further declines.  These declines have the effect of freeing up additional liquidity in the company’s working capital accounts.  During the quarter, the company again posted record purchases of resin from the Middle East, the Far East, Europe and the secondary market and continued to aggressively diversify its supplier base.  In addition, we have continued our excellent progress in waste reduction, which frees up capacity and lowers our net material costs.




Financial Reorganization Completed

On July 18, 2006, Pliant consummated its financial reorganization through a series of transactions contemplated in our court-approved Fourth Amended Plan of Reorganization, including:

1)              Changed its state of incorporation from Utah to Delaware

2)              Completed a debt-for-equity exchange, in which all the company’s 13% Senior Subordinated Notes and then-outstanding Series A Preferred Stock and Common Stock were exchanged for new Series AA Preferred Stock, new Common Stock, a new $35 million Subordinated Note, and a $3.2 million consent fee

3)              Entered into new revolving credit facilities with expanded borrowing availability

The new credit facilities provide up to $200 million of borrowing availability, subject to borrowing base capacity.  As of September 30, 2006, the company had $55.2 million of unused availability under these facilities, as well as $5.4 million cash.

2006 Full-Year Outlook

Our full-year guidance is for $104 million to $107 million of EBITDA(R), depending on sales volumes realized in our resin price-sensitive markets.

Summary Comments

Harold Bevis, President and CEO of Pliant Corporation said, “We were pleased with our performance in the 3rd quarter.  We continue to invest in capital improvements, customer programs and innovation.  We remain firmly committed to our strategically sound business plan built on accretive 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 quarterly report on Form 10-Q for the quarter ended September 30, 2006.  Such risks, uncertainties and other important factors include, among others:

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

·                  inability to conclude our financial restructuring;

·                  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;

·                  cost and availability of raw materials, 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 24 manufacturing and research and development facilities around the world and employs approximately 3,025 people.

CONTACT:

Steve Auburn

Phone:  847-969-3319

Email:  steve.auburn@pliantcorp.com

Company Web Site:  www.pliantcorp.com



EX-99.3 4 a06-21913_3ex99d3.htm EX-99

Exhibit 99.3

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

 

 

3 Months Ended

 

3 Months Ended

 

9 Months Ended

 

9 Months Ended

 

Amounts in $ millions

 

September 30, 2006

 

September 30, 2005

 

September 30, 2006

 

September 30, 2005

 

 

 

 

 

 

 

 

 

 

 

Income/(Loss) from continuing operations before income taxes

 

$

376.6

 

$

(25.6

)

$

303.1

 

$

(75.2

)

 

 

 

 

 

 

 

 

 

 

Add back:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

10.2

 

10.0

 

30.1

 

29.9

 

Interest

 

20.0

 

36.8

 

60.6

 

111.4

 

Restructuring and other costs

 

(0.7

)

0.4

 

(0.6

)

2.4

 

Reorganization costs

 

18.4

 

 

82.2

 

 

Gain on extinguishment of debt

 

(398.5

)

 

 

(398.5

)

 

 

EBITDA(R) or Segment profit

 

$

26.0

 

$

21.6

 

$

76.9

 

$

68.5

 

 



-----END PRIVACY-ENHANCED MESSAGE-----