8-K

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

January 17, 2006
Date of Report (Date of earliest event reported)

PORTOLA PACKAGING, INC.

(Exact name of registrant as specified in its charter)

Delaware	033-95318	94-1582719
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

951 Douglas Road
Batavia, IL 60510

(Address of principal executive offices, including zip code)

(630)406-8440

(Registrant’s telephone number, including area code)

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

TABLE OF CONTENTS

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On January 16, 2006 Portola Packaging, Inc. issued its earnings release for its first quarter of fiscal 2006 ended November 30, 2005. This information shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any filing of the registrant, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (C) Exhibits

     99.1 Press Release Dated January 16, 2006

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.

	Portola Packaging, Inc.
Dated: January 17, 2006	By: Kim Wehrenberg
	/s/ Kim Wehrenberg
	Kim Wehrenberg General Counsel and Secretary

EX-99.1

Exhibit 99.1

PORTOLA PACKAGING REPORTS FIRST QUARTER FISCAL YEAR 2006 RESULTS

     BATAVIA, IL—January 16, 2006 — Portola Packaging, Inc. (“Portola” or the “Company”) today reported results for its first quarter of fiscal year 2006, ended November 30, 2005. Portola reported sales of $65.9 million for the first quarter of fiscal year 2006 compared to $62.8 million for the first quarter of fiscal year 2005, an increase of 4.9%. Portola reported operating income of $2.1 million for the first quarter of fiscal year 2006, compared to operating income of $1.6 million for the first quarter of fiscal year 2005, an increase of 31.3%. Portola reported a net loss of $3.3 million for the first quarter of fiscal year 2006 compared to a net loss of $1.7 million for the first quarter of fiscal year 2005.

     EBITDA^{(a), (c)} decreased $1.6 million to $6.0 million in the first quarter of fiscal year 2006 compared to $7.6 million in the first quarter of fiscal year 2005. Adjusted EBITDA^{(b), (c)}, which excludes the effect of restructuring charges, (gains) or losses on the sale of assets, one-time relocation costs and costs relating to the dissolution of our Management Deferred Compensation Plan, decreased $1.1 million or 14.3% to $6.6 million in the first quarter of fiscal year 2006 compared to $7.7 million in the first quarter of fiscal year 2005.

     Improvements in operations of $0.8 million were before a charge of $0.3 million was recorded relating to the dissolution of the Company’s Management Deferred Compensation Plan which occurred in December 2005. In addition, earnings were negatively impacted by the difference of $2.2 million in foreign exchange versus the same quarter last year. The Company reported a foreign exchange loss of $0.2 million for the first quarter of fiscal year 2006 as compared to a $2.0 million gain reported in the first quarter of fiscal 2005. The majority of the foreign exchange is non-cash related.

CONFERENCE CALL:

     Portola Packaging, Inc. executives will hold a conference call to discuss the first quarter of fiscal year 2006 results. The conference call is scheduled for January 17, 2006 at 9:00 AM Central Standard Time. The United States Dial-In Number is 800-553-0327. The International Dial-In Number is 612-332-0530. This press release and any additional financial and operating information, if any, will be available under the “in the news” section on the Company’s web site at www.portpack.com.

ABOUT PORTOLA PACKAGING, INC:

     Portola Packaging is a leading designer, manufacturer and marketer of tamper-evident plastic closures used in the dairy, fruit juice, bottled water, sports drinks, institutional food products and other non-carbonated beverage markets. The Company also produces a wide variety of plastic bottles for use in dairy, water and juice markets, including various high density bottles and five-gallon polycarbonate water bottles. In addition, the Company designs, manufactures and markets capping equipment for use in high speed bottling, filling and packaging production lines. The Company is also engaged in the manufacture and sale of tooling and molds used in the blow molding markets. For more information about Portola Packaging, visit the Company’s web site at www.portpack.com.

ABOUT PORTOLA TECH INTERNATIONAL, INC:

     Portola Tech International (“PTI”) is a wholly owned subsidiary of Portola and is a leading manufacturer, marketer and designer of plastic packaging components for the cosmetic, fragrance and toiletries markets. PTI’s capabilities include injection and compression molding, thermal and ultraviolet metallizing, ultraviolet one-coat spray technologies, silk screening, hot stamping, lining and multiple component assembly. In addition to offering the largest stock line of closures in the industry, with over 450 styles and sizes, PTI has a complementary line of heavy wall PETG and polypropylene jars. For more information about PTI, visit PTI’s web site at www.techindustries.com.

FOR ADDITIONAL INFORMATION CONTACT:

Brian J. Bauerbach	Portola Packaging, Inc.
President and Chief Executive Officer	951 Douglas Road
(630) 326-2117	Batavia, Illinois 60510
	Web Site: www.portpack.com
Michael T. Morefield	Phone:	(630) 406-8440
Senior Vice President and Chief Financial Officer		(888) 739-0936
(630) 326-2074	Fax:	(630) 406-8442
	Email:	Info@mail.portpack.com

PORTOLA PACKAGING, INC.

Unaudited Financial Results
(in millions)

	Q1 06			Q1 05
Sales	$	65.9		$	62.8
Cost of sales		55.5			53.3
Gross profit		10.4			9.5
Gross profit % (d)		15.8	%		15.1	%
SG&A, R&D and amortization		8.0			7.8
Gain on sale of assets		(0.2	)		—
Restructuring		0.5			0.1
Operating income		2.1			1.6
Interest expense		4.2			4.1
Amortization of debt issuance costs		0.4			0.4
Foreign exchange loss (gain)		0.2			(2.0	)
Other income, net		(0.1	)		(0.1	)
Loss before income taxes		(2.6	)		(0.8	)
Income tax expense		0.7			0.9
Net loss	$	(3.3	)	$	(1.7	)
Add:
Interest expense	$	4.2		$	4.1
Income tax expense		0.7			0.9
Depreciation expense		3.8			3.6
Amortization of intangibles		0.2			0.3
Amortization of debt issuance costs		0.4			0.4
EBITDA (a), (c)	$	6.0		$	7.6
EBITDA % (a), (c) (d)		9.1	%		12.1	%
Adjustments to EBITDA (b), (c):
Restructuring	$	0.5		$	0.1
Gain on sale of assets		(0.2	)		—
MDCP dissolution costs (e)		0.3			—
Adjusted EBITDA (b), (c)	$	6.6		$	7.7
Adjusted EBITDA % (b), (c) (d)		10.0	%		12.3	%

	November 30, 2005			August 31, 2005
Current assets	$	65.1		$	61.2
Property, plant and equipment, net		73.0			77.1
Other assets		41.2			41.7
Total assets	$	179.3		$	180.0
Current liabilities	$	36.1		$	29.9
Revolver and other debt		20.3			23.8
Senior notes		180.0			180.0
Other liabilities		3.9			4.0
Total liabilities		240.3			237.7
Other equity		5.7			5.6
Accumulated deficit		(66.7	)		(63.3	)
Total equity (deficit)		(61.0	)		(57.7	)
Total liabilities and shareholders’ equity (deficit)	$	179.3		$	180.0

(a)	EBITDA represents, for any relevant period, income (loss) before income taxes, depreciation of property, plant and equipment, interest expense (including amortization of debt issuance costs) and amortization of intangible assets.
(b)	Adjusted EBITDA represents, for any relevant period, income (loss) before income taxes, depreciation of property, plant and equipment, net interest expense, amortization of debt issuance costs, amortization of intangible assets, impairment of intangible assets, restructuring costs, one-time relocation costs, other one-time costs and gains and losses on sale of assets. Adjusted EBITDA excludes restructuring charges of $0.5 million and $0.1 million for the three months ended November 30, 2005 and 2004, respectively.
(c)	EBITDA and Adjusted EBITDA are not intended to represent and should not be considered more meaningful than, or an alternative to, net income (loss), cash flow or other measures of performance in accordance with generally accepted accounting principles. EBITDA and Adjusted EBITDA data are included because the Company understands that such information is used by certain investors as one measure of an issuer’s historical ability to service debt and because certain restrictive covenants in the $180 million Bond Indenture are based on a term very similar to the Company’s Adjusted EBITDA.
(d)	Percentages are calculated as a percent of sales.
(e)	Charges relating to the dissolution of the Management Deferred Compensation Plan (MDCP) which occurred in December 2005.