UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-K

(Mark One)



ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2012~~2013



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

For the fiscal year ended September 30, ~~2012~~2013

_____________________________________

PRETIUM PACKAGING, L.L.C.
PRETIUM FINANCE, INC.

(Exact name as specified in its charter)

_____________________________________

15450 South Outer Forty Drive

Chesterfield, Missouri 63017
(314) 727-8200



Commission File Number	Registrant	IRS Employer Identification Number	State or other jurisdiction of incorporation or organization
333-176592	Pretium Packaging, L.L.C.	43-1817802	Delaware
333-176592-08	Pretium Finance, Inc.	30-0668528	Delaware

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

_____________________________________

Indicate by check mark if the Registrant is a well known seasoned issuer as defined in Rule 405 of the securities Act.



Pretium Packaging, L.L.C	Yes ¨	No ý
Pretium Finance, Inc.	Yes ¨	No ý

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.



Pretium Packaging, L.L.C	Yes ¨	No ý
Pretium Finance, Inc.	Yes ¨	No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Pretium Packaging, L.L.C	Yes ý	No ¨
Pretium Finance, Inc.	Yes ý	No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Pretium Packaging, L.L.C	Yes ý	No ¨
Pretium Finance, Inc.	Yes ý	No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not

be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III

of this Form 10-K or any amendment to this Form 10-K.



Pretium Packaging, L.L.C	ý
Pretium Finance, Inc.	ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting company” in Rule 12b-2 of the Exchange Act.



Pretium Packaging, L.L.C.	Large accelerated filer	o	Accelerated Filer	o
Pretium Packaging, L.L.C.	Non-accelerated filer	ý	Smaller reporting company	o



Pretium Finance, Inc.	Large accelerated filer	o	Accelerated Filer	o
Pretium Finance, Inc.	Non-accelerated filer	ý	Smaller reporting company	o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Pretium Packaging, L.L.C	Yes o	No ý
Pretium Finance, Inc.	Yes o	No ý

As of March 31, ~~2012~~2013 the aggregate market value of Pretium Packaging L.L.C. and Pretium Finance, Inc. equity held by non-affiliates

were each $0.

As of ~~November~~December 304, ~~2012~~2013:



Pretium Packaging, L.L.C.	100% of Membership Interests owned by Pretium Intermediate Holding, LLC.
Pretium Finance, Inc.	100 shares of Common Stock, par value $0.01 per share outstanding.

This Form 10-K is a combined annual report being filed separately by two registrants: Pretium Packaging, L.L.C. and Pretium Finance, Inc. Pretium Finance, Inc. meets the conditions set forth in general instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format.

_____________________________________

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., part I, part II, etc.) into

which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or other information statement; and

(3) Any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933: NONE

Table of Contents

Index to Annual Report on Form 10-K

		Page
	PART I:
Item 1.	Description of Business.	1
Item 1A.	Risk Factors.	6
Item 2.	Properties.	12
Item 3.	Legal Proceedings.	12
Item 4.	Mine Safety Disclosures.	12
	PART ll:
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	13
Item 6.	Selected Financial Data.	13
Item 7.	Management Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	2830
Item 8.	Financial Statements and Supplementary Data.	2931
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	5355
Item 9A.	Controls and Procedures.	5355
Item 9B.	Other Information.	5355
	PART llI:
Item 10.	Directors, Executive Officers and Corporate Governance.	5456
Item 11.	Executive Compensation.	5759
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	6467
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	6568
Item 14.	Principal Accountant Fees and Services.	6669
	PART IV:
Item 15.	Exhibits and Financial Statement Schedules.	6770

Table of Contents

Unless otherwise noted, references to the terms “the Company”, “Pretium”, “we,” “us” and “our” refer to Pretium Packaging, L.L.C. and its consolidated subsidiaries. “Pretium Finance” refers to Pretium Finance, Inc. “PVC” refers to PVC Container Corporation. “Robb” refers to Robb Container Corporation. “Pretium Intermediate” refers to Pretium Intermediate Holding, LLC. “Pretium Holding” and “our parent” refer to Pretium Holding, LLC, an entity controlled by Castle Harlan and its affiliates. “Castle Harlan” refers to Castle Harlan, Inc. The “PVC Acquisition” refers to Pretium's acquisition of PVC on February 16, 2010. The “Acquisition” refers collectively to Pretium Holding's acquisition of Pretium, the PVC Acquisition and the restructuring of Pretium's equity and debt on February 16, 2010. The “Refinancing” means, collectively, (1) the issuance on March 31, 2011 of senior secured notes in an aggregate principal amount of $150.0 million (the “Notes”) and the application of the net proceeds therefrom and (2) the closing of our ~~new~~ asset backed revolving credit facility (the “ABL Facility”) and the ~~initial~~ borrowings thereunder. Our financial reporting is based on the twelve months ended on September 30 (i.e. "FY ~~2012~~2013" or "fiscal 2013" refers to the fiscal year ended September 30, ~~2012~~2013).

FORWARD LOOKING STATEMENTS

This annual report contains statements which may be “forward-looking statements” within the meaning of the federal securities laws. These statements, written, oral or otherwise made, may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this annual report under Item 1 “Description of Business”, Item 1A “Risk Factors” and Item 7 “Management Discussion and Analysis of Financial Condition and Results of Operations” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:


•	our substantial indebtedness and ability to incur more debt;


•	our liquidity and capital resources;


•	macroeconomic conditions in the United States, Canada and elsewhere;


•	competitive pressures and trends in the plastic packaging industry;


•	changes in the prevailing prices and availability of resin and other raw materials and our ability to pass on increases in raw material prices on a timely basis;


•	changes in the demand for, supply of or prices of our products;


•	changes in U.S. dollar and Canadian dollar exchange rates;


•	our ability to successfully implement our business strategy;


•	increases in the cost of compliance with laws and regulations;


•	catastrophic loss or shutdown of one of our manufacturing facilities;


•	our ability to attract and retain qualified management personnel;


•	increased labor costs or prolonged work stoppages at any of our facilities with unionized labor; and


•	the other factors discussed in this annual report under the heading Item 1A "Risk Factors."

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this annual report are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.

Table of Contents

PART I


Item 1.	Description of Business.

General

Founded in 1992 and based in Chesterfield, Missouri, we are one of the nation’s largest manufacturers of customized, high performance rigid plastic bottles and containers primarily made from polyethylene terephthalate (“PET”) and high density polyethylene (“HDPE”) resins. We market our products largely into the food, personal care, household products, healthcare and pharmaceutical end markets. We sell our products to a diversified customer base, ranging from Fortune 500 companies to smaller privately-owned businesses with a focus on customers with small-to-medium annual volume requirements. We currently operate 11 manufacturing facilities, nine in the United States and two in Canada, generating approximately 8385% of net sales domestically and 1715% from Canada in FYfiscal ~~2012~~2013. We expect to complete the closure of our Pointe Claire, Quebec, Canada manufacturing facility during the first quarter of fiscal 2014.

Industry Overview

We compete in the rigid plastic container segment of the global container and packaging market. We operate in a sub segment of the rigid plastic container market that serves customers with small-to-medium annual volume requirements. Further, we target specific end markets (such as food, personal care, household products, healthcare and pharmaceutical end markets) that we believe are stable and recession resistant and we have grown our product design and manufacturing capabilities to meet the needs of those markets.

The plastic packaging market includes containers for beverages, food, household products, cosmetics, toiletries and pharmaceuticals, among others. End market demand for plastic bottles and containers includes the following: (i) beverage bottles and jars (including bottled water, sports drinks, soft drinks and teas); (ii) other bottles and jars (including food, household products, toiletries, cosmetics and pharmaceuticals); and (iii) other plastic containers (including pails, tubs, cups, bowls). PET is the most commonly used resin in food and beverage applications, while HDPE is primarily used in household products, beverages and pharmaceuticals.

Products

We design, manufacture and sell a broad range of customized, high performance bottles and containers, representing over 1.2279 billion units across over 2,750 different SKUs in FY ~~2012~~2013. The majority of our products are manufactured for a specific customer on an exclusive basis. We use proprietary stock and custom molds and we own a majority of our tooling and molds. To supplement our core blow molding operations and to provide greater value to our customers, we offer an array of services and flexible manufacturing options designed to provide packaging solutions that we believe differentiate our customers’ products from their competition. In addition to manufacturing plastic bottles and containers, we offer our customers design and engineering services, decoration technologies (including in-mold labeling, pad printing, heat transfer and silk screen), product conceptualization (including CAD drawings, three dimensional designs, models and prototypes) and custom packaging configurations. This wide breadth of capabilities allows us to fulfill the needs of customers with small-to-medium annual volume requirements for differentiated products or supply services.

We focus on PET and HDPE products, but have capabilities in all major resin types. During FY ~~2012~~2013 we utilized over ~~108~~113 million pounds of resin to manufacture our products with 6061% of that resin volume comprised of PET, 33% comprised of HDPE and the remaining 76% comprised of a variety of other resin types. We use all major blow molding technologies in the manufacturing of plastic bottles and containers, including one and two-step stretch blow molding ("SBM"), extrusion blow-molding ("EBM"), and injection blow molding ("IBM"). We also utilize injection molding ("IM"), primarily for the manufacture of preforms, which are then used to manufacture bottles in the two-step SBM process.

PET

Our PET bottles and containers are used primarily for food and personal care products. PET products are generally characterized by a glass-like, high-gloss transparent appearance, making it the resin of choice to replace glass in a variety of packaging applications. Our custom PET products include salad dressing containers, peanut-butter jars, pickle jars, large wide-mouth containers for snack food (pretzels, nuts and candy), bottles for juices, sauces and jellies, liquor bottles and shampoo and hand soap containers. We believe our engineering, design and manufacturing capabilities create a competitive advantage for containers with very wide openings over 100 millimeters which require technical expertise and specific equipment to manufacture.

We also offer stock bottles to serve customers requiring lower purchase volumes, more standard designs and rapid delivery. We offer an “on-the-floor” stock bottle program that includes over 100 standard bottle types that are held in inventory and are available for immediate delivery.

Table of Contents

We also ~~operate~~offer ~~injection~~stock ~~molding~~bottles ~~assets~~to ~~primarily~~serve ~~for~~customers ~~the~~requiring ~~purpose~~lower ofpurchase ~~producing~~volumes, ~~PET~~more ~~preforms~~standard ~~for~~designs ~~use~~and inrapid ~~our two-step SBM process~~delivery. ~~Preforms~~We ~~are~~offer an ~~injection~~“on-the-floor” ~~molded~~stock ~~part~~bottle ~~which~~program ~~appear~~that ~~very~~includes ~~similar~~over to100 astandard ~~test~~bottle ~~tube,~~types inthat ~~various sizes. These preforms~~ are ~~used~~held ~~as the raw material~~ in ~~the~~inventory ~~second step of the two-step process~~ and are ~~subsequently~~available blown into bottles on other production lines. We manufacture preforms at two sites and ship those preforms to other facilities (because of their compact size, preforms can be shipped much more cost effectively than bottles) closer to our customers, for ~~final~~immediate ~~production into bottles~~delivery. Our extensive library of over 100 preform types allows us to provide our customers with a wide range of options for new bottle design and enables a speedy time to market leveraging this established asset base.

We also operate injection molding assets primarily for the purpose of producing PET preforms for use in our two-step SBM process. Preforms are an injection molded part which appear very similar to a test tube, in various sizes. These preforms are used as the raw material in the second step of the two-step process and are subsequently blown into bottles on other production lines. We manufacture preforms at two sites and ship those preforms to other facilities (because of their compact size, preforms can be shipped much more cost effectively than bottles) closer to our customers for final production into bottles. Our extensive library of over 100 preform types allows us to provide our customers with a wide range of options for new bottle design and enables a speedy time to market leveraging this established asset base.

HDPE

HDPE is used primarily to make containers and bottles for personal care, healthcare, beverage, household and industrial products. HDPE containers are designed to provide barrier properties for transportation, storage and handling of aggressive chemicals and personal care products. Our HDPE products are characterized by design flexibility and opaque or translucent aesthetics. Representative products include shampoo bottles, lotion bottles, household cleaner containers, medical device components and office equipment (ink cartridges). In addition, we manufacture highly specialized barrier enhanced HDPE products, which are used for the safe transportation, storage, and handling of aggressive chemicals, as well as prolonging the product shelf life. We believe we are one of the only companies with an in-line process for this barrier application. These enhanced properties allow for the packaging of more aggressive chemical products for agricultural chemicals, diagnostic chemicals and other products which require this higher level of packaging performance. Furthermore, many of our HDPE products require a high degree of design collaboration with customers as well as extensive testing, qualification and certification, making switching suppliers costly and time-consuming.

Other Resins

To meet a wider variety of customer specifications, we also manufacture products using a variety of other resins. Our capabilities with these additional resins enable us to provide a broader offering to customers.

Research, Product Development & Design

Our design and manufacturing professionals collaborate throughout the process, from concept generation through production start-up. We partner with customers to solve issues concerning cost effectiveness, consumer appeal, brand equity, packaging impact and manufacturing efficiency. We balance all the aesthetic, functionality, quality and cost requirements of our customers’ packaging to develop a commercially successful container product. We have a PET design center in Hazleton, Pennsylvania staffed by design and engineering professionals to work on new bottle designs and innovative product design solutions with and for our customers.

Customers and End Markets

We have a diverse customer base. Customers include large multi-national companies, private label programs, and a variety of smaller privately-owned companies across our end market coverage. Our top ten customers represented approximately 3841% of our FY ~~2012~~2013 net sales, with no single customer accounting for more than 58%.

We primarily target customers that require rapid commercialization of small-to-medium annual volume customized bottles and containers. The number of orders varies significantly by customer, but several of the largest customers typically receive multiple shipments per day. We have built a leading niche market position for small-to-medium annual volume requirements and generate strong customer loyalty by maintaining our competitive advantages of rapid speed-to-market, customization, sophisticated design, decorating capabilities and consistent performance and quality standards.

Key purchasing factors for our customer base include historical relationships, customized product offering, quality and performance characteristics, manufacturing flexibility, customer service, quick response times and cost. We typically serve as the sole or majority supplier of certain SKUs to our customers. We maintain long term supply agreements for products representing a majority of our FY ~~2012~~2013 revenues. These supply agreements typically include a customer commitment to purchase all or substantially all of a certain bottle or SKU from us.

Our diverse product range enables us to serve a wide variety of end markets, with the four major end markets being food and beverage, personal care products, household and industrial products and pharmaceuticals. The food and beverage sector (including cooking products, dry foods, condiments and sauces, pickles and peppers, syrups and other food products) continues to be the largest plastic packaging end market, and accounted for 3943% of our revenues in FY ~~2012~~2013. For FY ~~2012~~2013, our revenues from other key sectors were as follows: 25% for household and industrial products (including cleaners, detergents and automobile products), 12% for personal care (including hair products, skin-care and soaps), 12% for pharmaceutical (including medical device components, instruments and pill bottles), and 12% for other end market product applications.

Table of Contents

from other key sectors were as follows: 23% for household and industrial products (including cleaners, detergents and automobile products), 10% for personal care (including hair products, skin-care and soaps), 11% for pharmaceutical (including medical device components, instruments and pill bottles), and 13% for other end market product applications.

Sales and Marketing

We reach our customers through a centralized sales, marketing and customer service team of 2930 dedicated professionals and the limited use of distributors. Our sales, production and support staff meet with customers to understand their needs and improve our product offerings and services. Manufacturing and engineering personnel also work closely with sales personnel and customer service representatives to satisfy our customers’ needs through the production of high-quality, value-added products and on-time deliveries. Our scale enables us to dedicate certain sales and marketing efforts to particular products, customers or geographic regions, when applicable.

Our marketing effort is aided by a dedicated Product Design and Development group, with professionals at several locations throughout North America and at our design center in Hazleton, Pennsylvania. These professionals provide product design, ~~and~~ development, and start up assistance and support asand ~~well~~work ~~as working~~ closely with customer design and product launch teams. We provide our customers with modeling, 3D rendering of bottles, as well as the design of packaging alternatives for shipping bottles to minimize logistics costs and provide environmental benefits in source reduction and reduced energy consumption. We have a technical sales team with significant knowledge of our products and processes, particularly in specialized products.

We supplement our direct sales efforts through our website, which allows potential customers to order samples and browse real-time inventory in addition to many other functions.

Manufacturing and Distribution

We manufacture rigid plastic packaging containers utilizing all major manufacturing processes and resin types. Our manufacturing processes include EBM, one and two-step SBM, IBM and IM. EBM is a widely used and versatile blow molding process. It is used for bottles of all sizes and places fewer limitations on bottle proportions and shapes. One and two-step SBM, which primarily uses PET resin, produces clear, glass-like containers that have strength, surface gloss and stiffness. The two-step process uses injection molded preforms to manufacture PET bottles. IBM primarily is used to manufacture smaller bottles and containers that require extremely accurate weight control, excellent neck-finishing detail and superior finish or texture. IM is used to manufacture closures and to mold preforms for the two-step PET manufacturing applications.

In the injection process, resin pellets are melted to a molten state and injected into a multi-cavity steel mold where the resin is allowed to solidify to take the final shape of the part. IBM involves the creation of a preform that is then inserted into a blow station where high-pressure air is used to mold the preform into the bottle. Molten plastic is extruded into a long tube and then high-pressure air is used to form the bottle. In SBM, the units are molded and then they are reheated and placed in aluminum dies where high pressure air is used to form the bottle. The final cured parts are transferred to corrugated containers for shipment to customers or for post-molding secondary operations. Our decorating processes include silk screening, in-mold labeling, heat transfer labeling, pressure sensitive labeling, pad printing, and offset printing.

We monitor raw materials and continuously test finished good shipments to ensure that both our inputs and outputs meet our quality specifications. Our quality control processes include extensive testing and quality checks throughout all stages of the production process. We monitor for quality assurance throughout the molding process, applying computerized statistical process control as well as manual sampling, to optimize production efficiencies.

Our manufacturing capabilities and distribution network allow us to provide a high level of service to our customers throughout the United States and Canada. We have historically made, and intend to continue to make, significant capital investments in plant and equipment to improve productivity and maintain competitive advantages.

Our facilities are strategically located to address the needs of our customers across our core end markets. This distribution footprint is sometimes augmented by the use of third party warehousing. Our products are typically delivered by third party common carrier. In most cases, our customers pay those carriers directly for the delivery of the product, but in some cases we will provide product on a delivered basis utilizing common carriers.

Our raw materials consist of various resins, colorants, and packaging materials. Resin is our largest raw material cost. We have historically purchased raw material from a large network of suppliers to ensure competitive pricing and access to product supply in all market conditions. Over the last few years, we have increased efficiencies in resin purchasing by rationalizing our supplier base and focusing our efforts on a select number of large global resin manufacturers. We maintain strong relationships with key suppliers and expect that such relationships will continue in the foreseeable future. The resin market is a global market and we believe that we will be able to purchase adequate quantities of plastic resins at market prices.

Table of Contents

Competition

Our market is comprised primarily of three types of manufacturers:


•	Long-run suppliers: Typically produce over 150 million units annually per customer application; characterized by low material margin products and less production flexibility serving mass markets (e.g., bottled water and soft drinks).

Table of Contents


•	Medium/short-run suppliers: Typically produce between 5 million and 25 million units annually per customer application; characterized by medium to high material margin products, greater production flexibility, and custom design capabilities serving specialty and some mass markets.


•	Short-run suppliers: Typically produce less than 5 million units annually per customer application; characterized by high material margin products, high production flexibility, and high design and customization capabilities serving niche and specialty markets.

We do not compete in the long-run supplier segment of the market, but compete on a product by product basis in each region where we have operations in the other two segments of the market. Our competitors include both small regional players and large national operators. Our business continues to be primarily local in nature and dependent on specific capabilities at each plant. As such, we believe there is no one firm who competes with us on all products in all geographies. Furthermore, given the constraints associated with shipping costs, foreign competition has a relatively limited presence in our markets. In addition to product type and location, the nature of competition changes as overall product run size increases. For smaller applications of approximately five million or less in annual customer volume requirements, we generally compete with small producers who often operate out of a single facility and do not possess the advantages of scale that we are able to achieve. For medium run sizes up to approximately 25 million in annual customer volume requirements, we compete on a limited basis with larger packaging companies as well as the small regional players.

Employees

As of September 30, ~~2012~~2013, we employed ~~984~~941 employees in the United States and Canada. None of our domestic employees are unionized. Substantially all of our employees in Canada, representing approximately 1613% of our total employees as of September 30, ~~2012~~2013, are represented by three unions; the National Union of Automobile, Aerospace, Transport and Other Workers of Canada,; Union of Food and Commerce Workers,; and Canadian Union Communication, Energy and Paperworkers. ~~Our~~Following ~~collective~~the ~~bargaining~~closure ~~agreements with employees~~ of our Pointe Claire facility, ~~Quebec~~announced ~~facility~~to occur during the first quarter of fiscal 2014, we expect that all but two of the unionized employees in Canada will be represented by the Canadian Union Communication, Energy and Paperworkers under an agreement that expires on June 11, 2016. Two unionized Pointe Claire employees will remain as members of the National Union of Automobile, Aerospace, Transport and Other Workers of Canada ~~and~~under ~~Union~~an ~~Food~~agreement ~~and~~that ~~Commerce Workers~~ expired in April 2009., ~~Negotiations~~but ~~are~~the ~~ongoing~~terms continue to ~~enter~~be ~~into new agreements~~observed. ~~We believe our relations with employees are satisfactory.~~

We believe our relations with employees are satisfactory.

Environmental Matters and Government Regulations

The production, distribution and sale of our products and our present ownership and operation of real property are subject to extensive and frequently changing federal, state, local and foreign environmental laws and regulations, including those pertaining to the discharge of materials into the environment, exposure to hazardous material, the handling and disposal of wastes and cleanup of contaminated soil and ground water, or otherwise relating to the protection of the environment. We believe that we are in material compliance with applicable environmental laws and regulations, and are not a party to any pending legal proceedings or claims for non-compliance with environmental laws and regulations.

In addition to environmental laws and regulations, we are subject to numerous other federal, state, local and foreign laws and regulations. A portion of our revenue comes from sales of plastic packaging sold into the food and healthcare end markets. Pursuant to the Federal Food, Drug and Cosmetic Act (“FDCA”), the U.S. Food and Drug Administration (“FDA”) regulates our products that are intended for drug packaging or food packaging purposes. Specifically, we are subject to FDA regulations that require that our drug and food packaging products are safe and suitable for their intended uses, including that they are manufactured in a manner that complies with the FDA’s applicable good manufacturing practices. The FDA requires that we ensure that each component part of our products and the final packaging product will not render the food or drug packaged inside our product to be adulterated or misbranded under the FDCA. Furthermore, some of our products are regulated by the Consumer Product Safety Commission (“CPSC”) pursuant to various federal laws, including the Consumer Product Safety Act and the Poison Prevention Packaging Act. We believe our drug and food packaging products comply with all applicable requirements.

Intellectual Property

We rely on a combination of patents, trademarks, unpatented proprietary know-how and trade secrets, copyrights and other intellectual property rights, confidentiality agreements with employees and consultants and other protective measures to protect our proprietary rights. We do not believe that any individual item of our intellectual property portfolio is material to our current business. We employ various methods, including confidentiality and non-disclosure agreements with third parties, employees and consultants, to protect our trade secrets and know-how. We have licensed, and may license in the future, patents, trademarks, trade secrets and similar proprietary rights to and from third parties.

Table of Contents

Intellectual Property

Available Information

Our annual report, quarterly reports, current reports and amendments to those reports are available without charge on our website, www.pretiumpkg.com, as soon as reasonably practicable after they are filed electronically with the Securities and Exchange Commission (“SEC”). We will also provide a free copy of any of our filed documents upon written request to: Pretium Packaging, L.L.C., 15450 South Outer Forty Drive, Suite 120, Chesterfield, Missouri 63017, Attention: Chief Financial Officer.

The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issues that file electronically with the SEC (http://www.sec.gov).

Table of Contents


Item 1A.	Risk Factors.

We have a substantial amount of indebtedness, which may adversely affect our cash flow, our ability to operate our business and our ability to satisfy our obligations under the Notes.

We have a significant amount of indebtedness. As of September 30, ~~2012~~2013, we had approximately $~~150~~155.25 million of indebtedness outstanding, all of which is secured and, based on our borrowing base, we had approximately $2822.4 million available for borrowings under the ABL Facility, subject to meeting customary borrowing conditions. Our substantial amount of indebtedness could have important consequences for us. For example, it could:


•	increase our vulnerability to adverse economic, industry or competitive developments;

•

result in an event of default if we fail to satisfy our obligations with respect to the Notes or other debt or fail to comply with the financial and other restrictive covenants contained in the ABL Facility and the indenture governing the Notes or agreements governing our other indebtedness, which event of default could result in all of our debt becoming immediately due and payable and could permit our lenders to foreclose on our assets securing such debt;


•	require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;


•	make it more difficult for us to satisfy our obligations with respect to the Notes;


•	increase our cost of borrowing;


•	restrict us from making strategic acquisitions or causing us to make non-strategic divestitures;


•	limit our ability to service our indebtedness, including the Notes;


•	limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;


•	limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate, placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore may be able to take advantage of opportunities that our leverage prevents us from exploiting; and


•	prevent us from raising the funds necessary to repurchase all Notes tendered to us upon the occurrence of certain changes of control, which failure to repurchase would constitute a default under the indenture governing the Notes.

The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations, prospects or ability to satisfy our obligations under the Notes.

Borrowings under the ABL Facility bear interest at variable rates. If we were to borrow funds under the ABL Facility and these rates were to increase significantly, our ability to borrow additional funds may be reduced and the risks related to our substantial indebtedness would intensify. While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection for this risk.

Despite our substantial indebtedness level, we and our subsidiaries will still be able to incur substantial additional amounts of debt, which could further exacerbate the risks associated with our indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, including additional secured debt. Our ABL Facility provides for borrowings up to $30.0 million, and includes an uncommitted incremental facility that, if committed, would increase borrowing capacity, subject to borrowing base capacity. All of the borrowings under the ABL Facility are secured by liens that rank senior to the liens of the holders of the Notes on the collateral. Although the credit agreement governing the ABL Facility and the indenture governing the Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. Moreover, if we incur any additional indebtedness secured by liens that rank equally with those securing the Notes, the holders of such indebtedness will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us and we cannot assure you any collateral would be sufficient to cover all obligations. In addition, the indenture governing the Notes and the agreement governing the ABL Facility do not prevent us from incurring obligations that do not constitute indebtedness thereunder. If new debt is added to our and our

Table of Contents

subsidiaries’ existing debt levels, the risks associated with our substantial indebtedness described above, including our possible inability to secure our debt, will increase.

We may not be able to generate sufficient cash to service the Notes or our other indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on our indebtedness, including the Notes, and to fund our operations will depend on our ability to generate cash in the future. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on the Notes or our other indebtedness.

If our cash flows and capital resources are insufficient to meet our debt service obligations or to fund our other liquidity needs, we may need to refinance all or a portion of our debt, including the Notes, before maturity, seek additional equity capital, reduce or delay scheduled expansions and capital expenditures or sell material assets or operations. We cannot assure you that we would be able to refinance or restructure our indebtedness, obtain equity capital or sell assets or operations on commercially reasonable terms or at all. In addition, the terms of existing or future debt instruments, including the indenture governing the Notes, may limit or prevent us from taking any of these actions. Our inability to take these actions and to generate sufficient cash flow to satisfy our debt service and other obligations could have a material adverse effect on our business, results of operation and financial condition, as well as on our ability to satisfy our obligations in respect of the Notes.

If for any reason we are unable to meet our debt service obligations, we would be in default under the terms of the agreements governing such outstanding indebtedness. If such a default were to occur, the lenders under such indebtedness could elect to declare all amounts outstanding under it immediately due and payable, and in the case of the ABL Facility, the lenders would not be obligated to continue to advance funds under the ABL Facility. If the amounts outstanding under our debt were accelerated, it could cause an event of default under other indebtedness or allow other indebtedness to be accelerated. We cannot assure you that our assets will be sufficient to repay in full the money owed to the banks or to holders of Notes if any indebtedness were accelerated.

Increases in resin prices or a shortage of available resin could adversely affect our business and our financial performance.

Production of our products requires a large amount of plastic resins. Plastic resins are subject to price fluctuations, including those arising from supply shortages and changes in the prices of natural gas, crude oil and other petrochemical intermediates from which resins are produced. Over the past several years, we have at times experienced rapidly increasing resin prices. We do not pay a fixed price for resins. We pass through 100% of changes in resin costs to all of our customers under current arrangements based on published price indexes, although our pass through mechanisms are typically subject to a one to four month timing delay. There is no assurance that we will be able to continue to pass through all future price fluctuations. If increases in resin prices continue, net sales and profitability may be materially and adversely affected, both in the short-term as we attempt to pass through changes in the price of resin to customers under current agreements and in the long-term as we negotiate new agreements or if our customers seek product substitution.

A sustained significant increase in resin prices relative to other packaging materials, to the extent that those costs are not passed on to the end-consumer, would make plastic containers less economical for our customers and could result in a slower pace of conversions to, or reductions in the use of, plastic containers.

We source plastic resin primarily from major industry suppliers. We have long-standing relationships with certain of these suppliers but have not entered into a firm supply contract with any of them. We may not be able to arrange for other sources of resin in quantities sufficient to meet all of our future obligations in the event of an industry-wide general shortage of resins used by us, or a shortage or discontinuation of certain types of grades of resin purchased from one or more of our suppliers. Any such shortage may materially negatively impact our competitive position versus companies that are able to better or more cheaply source resin.

We may not be able to successfully compete and our customers may not continue to purchase our products.

The plastic packaging industry is intensely competitive and we compete with multiple companies in the sale of each of our product lines. We compete on the basis of a number of factors, including service, quality, product characteristics, the ability to timely supply products to customers, the ability to minimize our customers’ freight expenses, and price. Additionally, we compete with manufacturers of other packaging materials such as metal, glass, paper and plastic packaging materials made with different manufacturing processes. Some of these products are not susceptible to fluctuations in the price of plastic resins, which consequently can have a negative effect on our competitive position compared to substitute products. Our competitors may have financial and other resources that are greater than ours and may be better able to react to market conditions and to withstand price competition. In addition, our customers may move container production in-house and shift their purchases from finished products to preforms or cease purchasing our products entirely. Furthermore, we may be unable to attract new

Table of Contents

customers away from our competitors due to the significant costs associated with switching suppliers due to freight expenses if our facilities are located further away from the prospective customer than those of our competitors or if the prospective customer has a long-term supply arrangement with a competitor. Competition could result in our products losing market share or our having to reduce our prices, either of which would have a material adverse effect on our business, results of operations and financial condition.

Macroeconomic conditions may adversely impact our business.

Our industry has been affected by current economic factors, including the deterioration of national, regional and local economic conditions, declines in employment levels and shifts in consumer spending patterns. The recent disruptions in the overall economy and volatility in the financial markets have reduced, and may continue to reduce, consumer confidence in the economy, negatively affecting consumer spending, which could be harmful to our financial position and results of operations. As a result, decreased cash flow generated from our business may adversely affect our financial position and our ability to fund our operations.

We may pursue and complete acquisitions, which could adversely affect our business.

We continually seek to identify opportunities for the acquisition of other companies, assets and product lines that either complement or expand our existing business and create economic value. We continually evaluate potential acquisitions and may pursue such acquisitions that could be material in size and scope. There is no assurance that we will be able to consummate any such transactions. We may not be able to fund future acquisitions because of limitations under our indebtedness or otherwise, including due to the limited availability of funds if the financial markets are impaired. Acquisitions involve a number of special risks, including:


•	diverting our limited management resources that would otherwise be available for our ongoing current business;


•	the integration of acquired products into our existing product lines;


•	the increasing demands on our operational systems; and


•	possible adverse effects on our reported operating results, particularly during the first several reporting periods after such acquisitions are completed.

We may agree to assume liabilities or we may become responsible for unexpected liabilities that we failed or were unable to discover in the course of performing due diligence in connection with historical acquisitions and any future acquisitions. We may require sellers to indemnify us against undisclosed liabilities. However, we cannot assure you that indemnification rights we obtain will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business or property acquired. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

Our intellectual property rights may be inadequate to protect our business.

We attempt to protect our intellectual property rights, both in the United States and in foreign countries, through a combination of patent, trademark and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements. Because of the differences in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

We may not be successful in protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others.

In addition to relying on patent and trademark rights, we rely on unpatented proprietary know-how and trade secrets, and employ various methods, including confidentiality agreements with employees and consultants, to protect our know-how and trade secrets. We cannot assure you that these methods will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of an unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information, and there can be no assurance that others will not independently develop the same or similar technology or develop better production methods than us. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating proprietary information and it is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights.

Table of Contents

We have licensed, and may license in the future, patents, trademarks, trade secrets, and similar proprietary rights to third parties. While we attempt to ensure that our intellectual property and similar proprietary rights are protected when entering into business relationships and licensing arrangements, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property, similar proprietary rights or reputation. However, we cannot assure you that we will have sufficient resources to enforce our intellectual property rights against third parties. In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

If third parties claim that we infringe on their intellectual property rights, our operating profits could be adversely affected.

Our success depends in part on our ability to obtain, or license from third parties, patents, trademarks, trade secrets and similar proprietary rights without infringing on the proprietary rights of third parties. Although we believe our intellectual property rights and those of our customers are sufficient to allow us to conduct our business without incurring liability to third parties, we face the risk of claims that we have infringed on the intellectual property rights of such persons. Any such claims of patent or other intellectual property infringement, even those without merit, could cause us to cease making, licensing, or using products that incorporate the challenged intellectual property; require us to redesign or reengineer our products, if feasible; divert management’s attention and resources; or require us to pay damages, enter into royalty or licensing agreements (which may not be available on reasonable terms, or at all) in order to obtain the right to use a third party’s intellectual property. Any such litigation could be protracted and costly and could have a material adverse effect on our business and results of operations.

Compliance with current and future environmental regulations could affect our business operations.

Our products and operations are subject to extensive and frequently changing federal, state, local and foreign environmental laws and regulations, including laws and regulations that impose limits on the discharge, release, transport, handling, and use of, or regulate exposure to, hazardous materials, establish standards for the treatment, storage and disposal of solid and hazardous materials and require clean up of contaminated sites. Future laws and regulations, or future enforcement or interpretation of existing laws or regulations, could increase the cost of producing, or otherwise adversely affect the demand for, plastic products. Although past compliance has not required significant capital expenditures, we cannot predict with certainty our future capital expenditure requirements. Although we believe we are in substantial compliance with applicable environmental laws and regulations and are not a party to any pending legal proceedings or claims for non-compliance with environmental laws and regulations, failure to comply with environmental laws and regulations could result in severe fines and penalties by governments or courts of law. Furthermore, future or currently unknown violations, contamination of sites currently or formerly owned or operated by us (including contamination caused by prior owners and operators of such sites) or the off-site disposal of regulated materials could result in additional compliance or remediation costs or other liabilities, which could be material.

In addition, the plastic packaging industry, including us, is subject to federal, state, local and foreign laws and regulations designed to reduce solid wastes by requiring, among other things, plastics to be degradable in landfills, minimum levels of recycled content, various recycling requirements, disposal fees and limits on the use of plastic products. In particular, certain states have enacted laws or regulations requiring products packaged in plastic containers to comply with standards intended to encourage recycling and increased use of recycled materials. Future laws or regulations could further prohibit, tax or restrict the sale or use of certain types of plastic and other containers, and could impose stricter requirements, such as recycling or deposits for each container, that seek to divert containers and packaging materials from disposal as waste in landfills. Changes in laws or regulations regarding the use of disposable plastic products, including those relating to the recycling or reuse of plastic products, could increase the cost of our products. Such additional costs could make our products less competitive with products made from other materials. While container legislation has been adopted in a few jurisdictions, similar legislation has been defeated in public referenda in several states, local elections and state and local legislative sessions. Although we believe that the laws and regulations promulgated to date have not had a material adverse effect on us, there can be no assurance that future laws or regulations, or future enforcement or interpretation of existing laws or regulations, would not have a material adverse effect on us. In addition, various consumer and special interest groups have lobbied from time to time for the implementation of these and other similar measures. Furthermore, a decline in consumer preference for plastic products in general, or for certain types of plastic products in particular, due to environmental considerations could have a negative effect on our business.

Other government regulations could affect our business operations.

In addition to environmental laws and regulations, numerous other federal, state, local and foreign laws and regulations affect us. A substantial portion of our net sales comes from sales of plastic packaging sold into the food and healthcare end markets. Pursuant to the FDCA, the FDA regulates the material content of direct-contact food and drug packages we manufacture. Furthermore, some of our products are regulated by the CPSC pursuant to various federal laws, including the Consumer

Table of Contents

Product Safety Act and the Poison Prevention Packaging Act. Both the FDA and the CPSC can require the manufacturer of defective products to repurchase or recall these products and may also impose fines or penalties on the manufacturer. Similar laws exist in some states, cities and other countries in which we sell products. Although we use FDA-approved resins and pigments in our products that directly contact food and drug products and we believe our products are in material compliance with all applicable requirements, we remain subject to the risk that our products could be found not to be in compliance with these and other requirements. A recall of any of our products or any fines and penalties imposed in connection with noncompliance could have a materially adverse effect on us.

We also are subject to various laws and regulations concerning workplace safety, such as the Occupational Safety and Health Act, as well as numerous other federal, state, local and foreign government laws and regulations. Such regulations are subject to changes which can increase our cost of compliance and failure to comply with any such law or regulation could result in the imposition of severe fines or penalties. See Item 1 “Business—Environmental Matters and Government Regulation”.

Increased labor cost, competition for employees or labor disputes could disrupt our operations and have an adverse effect on our business.

As of September 30, ~~2012~~2013, we employed ~~984~~941 employees in the United States and Canada. None of our domestic employees are unionized. Substantially all of our employees in Canada, representing approximately 1613% of our total employees as of September 30, ~~2012~~2013, are represented by ~~The~~three unions; the National Union of Automobile, Aerospace, Transport and Other Workers of Canada,; Union of Food and Commerce Workers; and Canadian Union Communication, Energy and Paperworkers. ~~Our~~Following ~~collective~~the ~~bargaining~~closure ~~agreements with employees~~ of our Pointe Claire facility, ~~Quebec~~announced ~~facility~~to ~~represented~~occur byduring the ~~National~~first ~~Union~~quarter of ~~Automobile,~~fiscal ~~Aerospace~~2014, ~~Transport~~we ~~and~~expect ~~Other~~that ~~Workers~~all but two of the unionized employees in Canada ~~and~~will ~~Union~~be ~~Food~~represented ~~and~~by ~~Commerce~~the ~~Workers~~Canadian ~~expired~~Union inCommunication, ~~April~~Energy ~~2009.~~and ~~Negotiations~~Paperworkers ~~are~~under ~~ongoing~~an toagreement ~~enter~~that ~~into~~expires ~~new~~on ~~agreements~~June 11, 2016. WeTwo ~~may~~unionized ~~not~~Pointe beClaire ~~able~~employees towill ~~enter~~remain ~~into~~as ~~new~~members ~~agreements~~of onthe ~~satisfactory~~National ~~terms~~Union orof atAutomobile, ~~all. We~~Aerospace, ~~believe~~Transport ~~our~~and ~~relations~~Other ~~with~~Workers ~~employees~~of ~~are~~Canada ~~satisfactory,~~under ~~although~~an weagreement ~~cannot~~that ~~assure~~expired ~~you~~in ~~that~~April ~~will~~2009, but the terms continue to be ~~the case~~observed. We believe our relations with employees are satisfactory.

We benefit from our established and experienced workforce and our future success depends, in part, on our ability to continue to attract, motivate and retain sufficient employees. If we are unable to attract new qualified employees and/ or motivate and retain our current employees, our business and operations could be adversely affected. Additionally, any increase in competition for labor could require us to pay higher wages, which would increase labor costs.

Additionally, new legal requirements, particularly with respect to health care reform, could increase the cost of our employee benefits. The ~~health~~Affordable ~~care~~Care ~~reform~~Act ~~legislation~~could ~~enacted by the U.S. Congress is intended to result in significant changes to the U.S. healthcare system. This legislation may~~ lead to additional costs related to the implementation of the new healthcare regulations and may impair our ability to provide the same level of coverage, which could have a material adverse effect on our business and results of operations.

The catastrophic loss of any facility or critical equipment could adversely affect our business.

The catastrophic loss of any of our facilities or critical equipment due to unanticipated events, such as earthquakes, fires, an act of terrorism or violent weather, may increase our production costs or reduce our sales during the affected period. Additionally, the interruptions to our production capability may require us to make significant capital expenditures, which could have a material adverse effect on our operations and net sales.

If we are unable to develop product innovations and improve our production technology and expertise, we could lose customers or market share.

Our success will depend on our ability to adapt to technological changes in the plastic packaging industry. If we are unable to timely develop and introduce new products, or enhance existing products, in response to changing market conditions or customer requirements or demands, our competitiveness could be materially and adversely affected.

Loss of senior management team members could adversely affect our business operations.

A large part of our success depends on our experienced and committed senior management. Current management has extensive experience in the manufacturing, sales, finance and engineering sectors and the loss of any key member could adversely affect our operations and business objectives.

We are subject to the effects of fluctuations in foreign currency exchange rates.

As a result of our Canadian operations, a portion of our net sales, and some of our costs, assets and liabilities, are denominated in Canadian currency. Our Canadian operations represent approximately 1715% of our net sales for FY ~~2012~~2013. As our reporting currency is U.S. dollars, we must translate Canadian currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period for the preparation of our consolidated financial statements. Consequently, any

Table of Contents

changes in the currency exchange rates may unpredictably and adversely affect our consolidated operating results. For example, during times of a strengthening U.S. dollar, our reported Canadian net sales and earnings will be reduced because the Canadian currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of our expenses denominated in Canadian currencies.

A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identifiable intangible assets acquired. In accordance with accounting principles generally accepted in the U.S. (“GAAP”), goodwill and indefinite-lived intangible assets are evaluated for impairment annually or more frequently if circumstances indicate impairment may have occurred. Impairment assessment under GAAP requires that we consider, among other factors, differences between the current book value and estimated fair value of our net assets. As of September 30, ~~2012~~2013, the net carrying value of goodwill and other intangible assets represented approximately $7573.68 million, or 3637%, of our total assets.

Based on our annual impairment testing conducted in FY ~~2012~~2013, and a review of any potential indicators of impairment, we concluded that the carrying value of goodwill and other intangible assets were not impaired. If goodwill or other assets are ~~further~~ impaired based on a future impairment test, we could be required to record ~~additional~~ non-cash impairment charges to our operating income. Such non-cash impairment charges, if significant, could materially and adversely affect our results of operations in the period recognized.

The interests of Castle Harlan, our sponsor, may be in conflict with the interests of debtholders.

A significant portion of the economic and voting power in respect of the membership interests of Pretium Holding is beneficially owned by Castle Harlan and its affiliates. As a result, Castle Harlan has significant control over our affairs, policies and operations, such as the appointment of management, future issuances of our securities, the payments of distributions by us, if any in respect of our membership interests, if any, on our membership interests, the incurrence of debt by us, and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with the interests of debtholders. Additionally, Castle Harlan is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Castle Harlan may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by Castle Harlan continue to indirectly own a significant amount of the economic and voting power in respect of the membership interests of Pretium Holding, Castle Harlan will continue to be able to strongly influence or effectively control our decisions.

Table of Contents


Item 2.	Properties.

We conduct our business from our 10,000 square foot, leased corporate headquarters in Chesterfield, Missouri (St. Louis metropolitan area). We operate nine manufacturing plants in the United States and two in Canada. Of our 11 manufacturing facilities, we own six facilities and lease the remaining five. Our network of facilities is located to service major markets across the United States and Canada, providing high levels of customer service, short delivery times, and low freight costs. All of our facilities are located in areas that have convenient access to major transportation routes and skilled labor pools.

The following table sets forth our principal manufacturing facilities:

Location	Square Footage	Owned/Leased
Anaheim, CA	118,000	Leased
Hazleton, PA	123,000	Leased
Hermann, MO	98,000	Owned
Manchester, PA	142,400	Leased
Manchester, PA *	142,400	Leased
Muscatine, IA (a)	180,000	Owned
Nashua, NH (a)	72,000	Owned
Paris, IL	146,000	Owned
Peru, IL	81,000	Owned
Philmont, NY	98,500	Owned
Pointe-Claire, Quebec	218,000	Leased
Pointe Claire, Quebec **	218,000	Leased
Seymour, IN	93,000	Owned
St. Laurent, Quebec	34,500	Leased
Walterboro, SC	61,000	Owned

~~(a)~~* WeOn ~~have~~September ~~two~~26, ~~owned~~2013, ~~manufacturing~~we ~~facilities,~~exercised ~~Muscatine,~~our ~~Iowa~~option ~~and~~to ~~Nashua,~~purchase ~~New~~the ~~Hampshire~~leased facility in Manchester, ~~that~~PA, ~~were~~which ~~closed~~we ~~subsequent~~expect to ~~the~~close ~~Acquisition~~during ~~and~~the ~~are~~first ~~currently~~quarter ~~for~~of ~~sale~~fiscal 2014.

On July 15, 2013, we announced the planned closure of our manufacturing operations located in Pointe Claire, Quebec, Canada. We are in the process of consolidating the Pointe Claire operations with our operations in our other facilities in the United States, primarily Hazleton, Pennsylvania and Paris, Illinois. We expect to have substantially completed our consolidation activities by December 31, 2013.

During FY 2013 we sold our manufacturing facilities in Muscatine, Iowa and Nashua, New Hampshire, that were closed subsequent to the Acquisition.

In addition to the facilities above, we own a 160,000 square foot warehouse near our Hazleton manufacturing facility and maintain warehouse space, as needed, in close proximity to certain other manufacturing facilities.


Item 3.	Legal Proceedings.

We are a party to various legal proceedings in the ordinary course of business. Although our legal and financial liability with respect to such proceedings cannot be estimated with certainty, we do not believe that these proceedings, either individually or in the aggregate, are likely to have a material adverse effect on our financial position, results of operations or cash flows.


Item 4.	Mine Safety Disclosures.

Not applicable.

Table of Contents

PART II


Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of ~~November~~December 304, ~~2012~~2013, the Company was the sole holder of the shares of Pretium Finance’s common stock and Pretium Intermediate was the sole holder of record of the Company’s equity, which, in turn is directly wholly-owned by Pretium Holding. There is no public trading market for our equity. We have never paid or declared a cash dividend. Our debt agreements restrict our ability and the ability of our subsidiaries to pay dividends.


Item 6.	Selected Financial Data.

	Predecessor									Successor
							October 1,			February 17,
							2009 through			2010 through
Statement of Operations Data (in thousands):	Fiscal						February 16,			September 30,			Fiscal
	2008			2009			2010			2010			2011			2012
Net sales	$	186,126		$	164,674		$	58,621		$	148,991		$	237,241		$	232,233
Cost of sales	162,174			137,317			49,125			129,149			205,931			200,715
Gross profit	23,952			27,357			9,496			19,842			31,310			31,518
Operating expenses:
Selling, general and administrative expenses	13,537			14,060			5,439			12,726			18,262			18,538
Restructuring expenses	—			790			—			6,684			2,473			—
Transaction-related fees and expenses	—			—			—			—			1,537			598
Loss (gain) on foreign currency exchange	948			342			(576		)	(197		)	(260		)	27
Depreciation	108			116			52			241			384			451
Amortization of intangibles	—			—			—			887			1,305			1,298
Bank related loan costs	440			2,159			917			—			—			—
Acquisition fees and expenses	—			—			1,184			10,770			—			—
Total operating expenses	15,033			17,467			7,016			31,111			23,701			20,912
Income (loss) from operations	8,919			9,890			2,480			(11,269		)	7,609			10,606
Other expenses:
Interest	15,006			15,990			7,007			8,200			16,339			19,649
Loss on extinguishment of debt	—			—			—			—			5,470			—
Total other expenses	15,006			15,990			7,007			8,200			21,809			19,649
Loss before income tax (benefit) provision	(6,087		)	(6,100		)	(4,527		)	(19,469		)	(14,200		)	(9,043		)
Income tax (benefit) provision	(339		)	(948		)	(365		)	164			1,958			2,539
Net loss	$	(5,748	)	$	(5,152	)	$	(4,162	)	$	(19,633	)	$	(16,158	)	$	(11,582	)

The following tables sets forth certain selected historical consolidated financial data as of and for the periods indicated. We have derived this data from our audited consolidated financial statements. The following tables should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements included under Item 8 "Financial Statements and Supplementary Data."

In February 2010, we acquired PVC. As a result of this transaction, all references in this annual report to the Company before February 16, 2010 are referred to as "Predecessor". All references in this annual report to the Company after February 16, 2010 are referred to as "Successor".



	Predecessor						Successor
				October 1,			February 17,
				2009 through			2010 through
Statement of Operations Data (in thousands):	Fiscal			February 16,			September 30,			Fiscal
Statement of Operations Data (in thousands):	2009			2010			2010			2011			2012			2013
Net sales	$	164,674		$	58,621		$	148,991		$	237,241		$	232,233		$	240,956
Cost of sales	137,317			49,125			129,149			205,931			200,715			211,810
Gross profit	27,357			9,496			19,842			31,310			31,518			29,146
Operating expenses:
Selling, general and administrative expenses	14,060			5,439			12,726			18,262			18,538			18,863
Restructuring	790			—			6,684			2,473			—			781
Transaction-related fees and expenses	—			—			—			1,537			598			774
Loss (gain) on foreign currency exchange	342			(576		)	(197		)	(260		)	27			207
Loss on disposal of plant and equipment, net	—			—			—			—			—			503
Depreciation	116			52			241			384			451			483
Amortization of intangibles	—			—			887			1,305			1,298			1,296
Bank related loan costs	2,159			917			—			—			—			—
Acquisition fees and expenses	—			1,184			10,770			—			—			—
Total operating expenses	17,467			7,016			31,111			23,701			20,912			22,907
Income (loss) from operations	9,890			2,480			(11,269		)	7,609			10,606			6,239
Other expenses:
Interest	15,990			7,007			8,200			16,339			19,649			19,619
Loss on extinguishment of debt	—			—			—			5,470			—			—
Total other expenses	15,990			7,007			8,200			21,809			19,649			19,619
Loss before income tax (benefit) provision	(6,100		)	(4,527		)	(19,469		)	(14,200		)	(9,043		)	(13,380		)
Income tax (benefit) provision	(948		)	(365		)	164			1,958			2,539			1,927
Net loss	$	(5,152	)	$	(4,162	)	$	(19,633	)	$	(16,158	)	$	(11,582	)	$	(15,307	)

Table of Contents

Predecessor

Successor

~~Successor~~

Balance Sheet Data (in thousands):

~~As of~~ September 30,

As of September 30,

~~As of September 30,~~

2008

2009

2010

2011

2012

2009

2010

2011

2012

2013

Cash and cash equivalents

~~514~~318

~~318~~$

1,278

1,~~278~~156

~~1,156~~913

~~913~~1,179

Property, plant and equipment, net

3733,~~772~~597

~~33,597~~

82,697

8277,~~697~~172

7772,~~172~~410

7261,~~410~~963

Total assets

~~114~~101,~~330~~876

~~101,876~~

216,197

~~216~~217,~~197~~935

~~217~~208,~~935~~423

~~208~~200,~~423~~716

Total debt

~~119~~115,~~918~~437

~~115,437~~

106,459

~~106~~150,~~459~~857

150,~~857~~184

~~150~~155,~~184~~515

Total members' (deficit) equity

(3237,~~281~~647

)

~~(37,647~~

68,088

)

6821,~~088~~573

2110,~~573~~657

10(5,~~657~~711

)

	Predecessor							Successor			~~Successor~~
				October 1,			~~October 1,~~	February 17,			~~February 17,~~
				2009 through			~~2009 through~~	2010 through			~~2010 through~~
Statement of Cash Flow Data (in thousands):	Fiscal			February 16,			~~February 16,~~	September 30,			~~September 30,~~Fiscal			~~Fiscal~~
	2008			2009			2010				2010			2011			2012
	2009			2010				2010			2011			2012			2013
Net cash provided by (used in) operating activities	$	1320,~~850~~514		$	~~20,514~~(84	)	$	~~(84~~$	)(3,261	)	$	(35,~~261~~046	)	$	510,~~046~~013		$	104,~~013~~043
Net cash used in investing activities	(85,~~833~~235		)	(52,~~235~~379		)	~~(2,379~~	(172,453	)	)	(~~172~~8,~~453~~387		)	(89,~~387~~619		)	(9,~~619~~054		)
Net cash (used in) provided by financing activities	(515,~~643~~837		)	~~(15~~4,~~837~~126		)	~~4,126~~	176,981			~~176~~3,~~981~~214			~~3,214~~(689		)	~~(689~~5,331		)
Financial and Other Data (in thousands):
EBITDA (1)	$	1718,~~960~~541		$	185,~~541~~595		$	~~5,595~~$	(2,923	)	$	(216,~~923~~847	)	$	1626,~~847~~725		$	2625,~~725~~864
Adjusted EBITDA (1)	1921,~~348~~832			217,~~832~~250			~~7,250~~	21,726			2131,~~726~~980			3130,~~980~~923			3032,~~923~~229
Depreciation	98,~~041~~651			83,~~651~~115			~~3,115~~	7,459			713,~~459~~403			1314,~~403~~821			1418,~~821~~329
Amortization of intangibles	—			—			—	887			~~887~~1,305			1,~~305~~298			1,~~298~~296
Capital expenditures	85,~~833~~235			52,~~235~~379			~~2,379~~	6,028			68,~~028~~387			89,~~387~~619			911,~~619~~741

⁽¹⁾

We define EBITDA as net income (loss) plus interest expense, tax expense (benefit), and depreciation and amortization, and Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain noteworthy items that we do not consider indicative of our ongoing operating performance. Refer to Item 7 under Non-GAAP Financial Measures for an itemization of those items and a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the periods indicated above.

Table of Contents


Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis is intended to assist you in understanding our consolidated financial condition and results of operations for the periods presented and should be read in conjunction with, and is qualified in its entirety by reference to our historical financial statements, including the related notes appearing elsewhere in this annual report.

Overview

We are one of the nation’s largest manufacturers of customized, high performance rigid plastic bottles and containers. The principal resins used in our production processes are PET and HDPE, although we use other resins based on customer requirements. We market our products largely into the food, personal care, household products, healthcare and pharmaceutical end markets. We currently operate 11 manufacturing facilities although we expect to complete the closure of our Pointe Claire, Quebec, Canada facility during the first quarter of fiscal 2014.

Plant Closure

On July 15, 2013, we announced that we will be closing our manufacturing operations located in Pointe Claire, Quebec, Canada. The Pointe Claire facility was primarily a preform manufacturing facility and did not fit within our current and long term market strategy. We are in the process of consolidating the Pointe Claire operations with operations in our other facilities in the United States, primarily Hazleton, Pennsylvania and Paris, Illinois. We expect to have substantially completed the consolidation activities during the first quarter of fiscal 2014.

During fiscal 2013, we recorded a restructuring charge of $0.8 million related to these initiatives. In addition, approximately $2.4 million of costs related to these initiatives were recorded in cost of sales, representing accelerated depreciation as a result of a change in the estimated useful lives of plant assets and inventory markdowns, which were both directly related to the closure of the Pointe Claire facility.

The following table presents a summary of restructuring costs and other charges related to this initiative that we expect to incur in total, the cumulative amount recognized as of September 30, 2013, and the remaining costs to be recognized:

Summary of Restructuring and Related Costs



	Total	Recognized	Remaining
	Estimated	as of	Costs to be
	Costs	September 30, 2013	Recognized
Severance pay and benefits	1,088	811	277
Accelerated depreciation	2,102	2,102	—
Inventory markdowns	286	286	—
Other exit costs	932	49	883
Leased facility costs	2,155	—	2,155
Total	6,563	3,248	3,315

Of the aggregate $6.6 million of pre-tax costs, we expect approximately $4.2 million will be cash expenditures, of which $0.2 million was paid during fiscal 2013. We expect to incur future cash expenditures of $1.8 million related to payment of employee termination and retention benefits, and other associated exit costs, while the remaining lease payments will continue through the expiration of the lease agreement in October 2016.

The Company expects that the result of this plan will improve its adjusted EBITDA by greater than $2 million in fiscal 2014 assuming current market conditions.

Selected Factors Affecting Our Results

Our net sales are derived from the manufacture and sale of plastic containers to our customers. We operate manufacturing facilities which are typically located in close proximity to our customers. Our profitability is driven by several factors including, but not limited to, (i) the number of units produced, (ii) the amount of resin consumed, (iii) the efficiency of our manufacturing operations, (iv) the level of customization of our products, and (v) the product mix of the book of business in any given period. The number of units produced is driven by both packaging market trends, such as the long term trend of conversion towards plastic packaging, as well as customer specific demand.

Our product mix is reasonably stable with most products providing a similar material margin (defined as net sales minus raw material costs) and contribution margin (defined as sales price minus variable costs), though smaller units have lower transaction costs. The only significant exception is with regard to preforms sold. While we utilize most of the preforms we manufacture internally to produce bottles for customers, we also sell preforms to customers who then manufacture their own bottles. This enables us to utilize already established capital assets. Sold preforms are manufactured by the injection molding process and generally have the lowest material margin of any product we sell.15

Table of Contents

Our product mix is reasonably stable with most products providing a similar material margin (defined as sales price minus raw material costs) and contribution margin (defined as sales price minus variable costs), though lighter weight units have lower transaction costs. The only significant exception is with regard to preforms sold. While we utilize most of the preforms we manufacture internally to produce bottles for customers, we also sell preforms to customers who then manufacture their own bottles. This enables us to utilize already established capital assets. Preforms are manufactured by the injection molding process and generally have the lowest material margin of any product we sell. Due to the low margins realized on the sale of preforms, we made a decision in 2010 to de-emphasize the sale of preforms as a product category and to focus our development, design and investment on growth in our core product line of plastic bottles.

Our raw materials consist of resins, colorants and packaging materials. Over the past several years there have been significant fluctuations in the price of resin, which is our largest component of cost of goods sold. Various factors including changes in the prices of natural gas, crude oil and other petrochemical intermediates from which resins are produced have contributed to these price fluctuations. Primary resins used in our products are PET and HDPE. Our other manufacturing costs consist of labor, utilities and facilities maintenance.

~~Based~~The onaverage ~~certain resin~~ industry ~~indices, the following table summarizes average market~~ prices per pound of PET and HDPE, ~~resins~~as inpublished ~~the~~by ~~United~~Chemical ~~States~~Data ~~during~~as ~~the~~of ~~quarterly~~September 30, ~~and~~2013, ~~annual~~were as follows during the periods indicated:

	FY 2012												FY 2011										FY 2010
	PET			HDPE
	Q1			Q2			Q3		Q4		FY		Q1		Q2		Q3		Q4		FY		Q1		Q2		Q3		Q4		FY
	2013		2012 **	2013		2012
PET	$	0.93		$	0.93		$	0.89	$	0.85	$	0.90	$	0.77	$	0.92	$	0.97	$	0.97	$	0.91	$	0.65	$	0.72	$	0.72	$	0.68	$	0.69
October **	$0.865		$0.940	$0.675		$0.655
HDPE	$	0.67		$	0.74		$	0.70	$	0.66	$	0.69	$	0.65	$	0.69	$	0.77	$	0.71	$	0.70	$	0.70	$	0.65	$	0.66	$	0.59	$	0.65
November **	0.880		0.885	0.655		0.655
December **	0.880		0.835	0.655		0.705
1st quarter average cost	$0.875		$0.887	$0.662		$0.672
January	0.910		0.845	0.705		0.705
February	0.935		0.895	0.745		0.735
March	0.910		0.905	0.745		0.765
2nd quarter average cost	$0.918		$0.882	$0.732		$0.735
April	0.858		0.880	0.745		0.765
May	0.858		0.855	0.745		0.695
June	0.858		0.805	0.765		0.625
3rd quarter average cost	$0.858		$0.847	$0.752		$0.695
July	0.843		0.760	0.765		0.625
August	0.863		0.800	0.765		0.675
September	0.888		0.845	0.815		0.675
4th quarter average cost	$0.865		$0.802	$0.782		$0.658
Year to date average cost	$0.879		$0.854	$0.732		$0.690

~~Source:~~** ~~ChemData~~Beginning in January 2013, Chemical Data announced a downward non-market adjustment of$0.045 cents per pound of PET. For comparability purposes, the PET average prices per pound prior to January 2013 have been adjusted to reflect the $0.045 cent market adjustment.

Table of Contents

A chart of the quarterly average industry prices per pound of PET and HDPE, as published by Chemical Data as of September 30, 2013, were as follows:

Our raw material costs and product unit sales prices fluctuate with changes in the prices of the resins utilized in production. When resin prices increase, our raw materials costs increase, and when resin prices decrease, our raw materials costs decline. We pass through 100% of the changes in resin costs by means of corresponding changes in product pricing, in accordance with our customer contracts and agreements with these customers and industry practice. These pass through mechanisms are typically subject to a one to four month timing delay.

As a result of this timing delay, there can be a lag between changes in market prices and when that price change is passed through to customers. For example, in periods of rising resin prices, increases in unit sales pricing lag the increases in raw material costs. Therefore the analysis of trends in our net sales and raw material costs must take this effect into consideration. We believe that material margin, which ultimately is reflected within gross profit, is a key measure of profitability, as it is reflective of our ability to pass-through resin costs. In addition, our net sales will fluctuate as we pass along ~~increased~~changes in resin costs to customers with often limited effects to gross profit due to the one to four month timing delay.

Selling, general and administrative costs consist primarily of management and clerical salaries, legal, accounting and other professional fees, insurance, commissions, travel and various other costs.

Table of Contents

We have a disciplined capital expenditures policy, investing in new projects and equipment only when we believe it will result in incremental net sales with our customers. Our maintenance capital expenditures, which we identify as the minimum capital expenditures to service current customer volumes and initiatives, are approximately $3-3.5 million annually.

The PVC Acquisition

In February 2010, we acquired PVC. PVC had little direct business overlap with our business, which has enabled us to achieve significant cost synergies through implementation of an integration plan including resin purchasing efficiencies, manufacturing cost savings, consolidation of certain of the two companies’ plants and lower overhead costs as a result of the closure of PVC’s corporate headquarters. As a result of this transaction, all references in this annual report to the Company before February 16, 2010 shall be referred to as "Predecessor". All references in this annual report to the Company after February 16, 2010 shall be referred to as "Successor".

Plant consolidation activities related to the PVC Acquisition included the consolidation of the Nashua, New Hampshire operation into the Philmont, New York plant, and the consolidation of PVC’s Hazleton, Pennsylvania operations into our Hazleton plant. In Hazleton, both companies operated facilities in the same city presenting the opportunity to combine the manufacturing assets of both facilities, reduce the fixed operating costs in the manufacturing operation through overhead reductions, and create a strong platform for expanded future growth. The former PVC facility was converted to a warehouse and distribution center managing the distribution of the products from the Hazleton manufacturing site. In addition, both Pretium and PVC operated specialty EBM facilities in the Northeast, in Nashua and Philmont, respectively. As both facilities had excess capacity, we were able to consolidate substantially all manufacturing assets and business from the Nashua facility ~~into the Philmont site. This consolidation was done to realize a leveraging of the fixed costs of the Philmont site available from the reduction of the overhead of the Nashua facility.~~

Subsequent to the PVC Acquisition, we transitioned the operations of our Muscatine, Iowa plant to our Seymour, Indiana and Manchester, Pennsylvania plants, resulting in further cost savings. The Muscatine transition began in August 2010 and was completed in March 2011. This consolidation was driven by the deterioration in sales to the agricultural chemical market over several years which, while not one of our primary markets, was the Muscatine plant’s primary market. This consolidation was made possible by the PVC Acquisition as the acquired Manchester facility operates the same specialty barrier process for the manufacture of specialty bottles as was in place in Muscatine. Similar to the other consolidations, this project allowed us to eliminate redundant processes and facilities and better leverage our costs. 17

~~Total~~Table ~~restructuring costs incurred during the fiscal year ended September 30, 2011 were $2.5 million. These costs consisted~~ of facility consolidation costs ($1 million) and other exit costs ($1.5 million). Total restructuring costs incurred during the period of February 17, 2010 to September 30, 2010 were $6.7 million and were comprised of severance payments ($2.7 million), facility consolidation costs ($1.7 million) and other exit costs ($2.3 million). There were no restructuring costs incurred during the fiscal year ended September 30, 2012.Contents

into the Philmont site. This consolidation was done to realize a leveraging of the fixed costs of the Philmont site available from the reduction of the overhead of the Nashua facility. During fiscal 2013, we sold the Nashua facility, which was closed subsequent to the Acquisition.

During fiscal 2013 we received $2.7 million of net proceeds related to the sale of our facilities in Nashua, New Hampshire and Muscatine, Iowa.

The total costs incurred during the fiscal year ended September 30, 2011 were $2.5 million, which consisted of facility consolidation costs ($1 million) and other exit costs ($1.5 million). There were no such costs incurred during the fiscal years ended September 30, 2013 or 2012.

Effects of Inflation

While inflationary increases in certain costs, such as ~~resin~~freight, transportation, utilities, health insurance and ~~energy~~wages, have had an effect on our operating results over the past three years, changes in general inflation have had a minimal effect on our operating results. inSales ~~each~~prices ofare ~~the~~primarily ~~last~~impacted ~~three~~by ~~fiscal~~changes ~~years.~~in ~~Sales~~resin prices ~~and~~which ~~volumes~~are ~~have~~driven ~~historically~~by ~~been~~fluctuations ~~more~~in ~~strongly~~petrochemicals, ~~influenced~~feedstock, byand ~~supply~~in ~~and~~foreign ~~demand~~currency ~~factors~~and inthe ~~specific~~general ~~markets~~impact ~~than~~of bysupply ~~inflationary~~and ~~factors~~demand. Our costs, especially resin, can fluctuate substantially, sometimes within a relatively short period of time, and can have a significant effect on our business, financial condition and results of operations.

1618

Table of Contents

Results of Operations

The following discussion of our financial condition and results of operations covers certain periods prior to the Acquisition. As a result of the Acquisition, our historical results of operations are not comparable on a period to period basis. Therefore, for comparison purposes, we have presented the results of operations for the fiscal year ended September 30, 2010 on a pro forma basis as if the transactions occurred on October 1, 2009. We believe that this approach is beneficial to the reader by providing an easier-to-read discussion of our results of operations and provides the reader with information from which to analyze our financial results that is consistent with the manner that management reviews and analyzes results of operations. The discussion is provided for comparative purposes only and the value of such a comparison may be limited.

The following table sets forth our historical results of operations for the periods indicated below.

	Fiscal 2010
Statement of Operations	Fiscal 2011			Fiscal 2012				Fiscal 2013
	Predecessor				Successor
(in thousands):
	October 1, 2009 through February 16, 2010				February 17, 2010 through September 30, 2010
Net sales	$	237,241		$	232,233			$	240,956
									Pro Forma Fiscal 2010			Successor
Cost of sales	205,931			200,715				211,810
Statement of Operations Data												Fiscal 2011			Fiscal 2012
Gross profit	31,310			31,518				29,146
(in thousands):
Operating expenses:
Net sales	$	58,621			$	148,991			$	234,118		$	237,241		$	232,233
Selling, general and administrative expenses	18,262			18,538				18,863
Cost of sales	49,125				129,149				200,243			205,931			200,715
Restructuring	2,473			—				781
Gross profit	9,496				19,842				33,875			31,310			31,518
Transaction-related fees and expenses	1,537			598				774
Operating expenses:
Loss (gain) on foreign currency exchange	(260		)	27				207
Selling, general and administrative expenses	5,439				12,726				22,778			18,262			18,538
Loss on disposal of plant and equipment, net	—			—				503
Restructuring expenses	—				6,684				6,684			2,473			—
Depreciation	384			451				483
Transaction-related fees and expenses	—				—				—			1,537			598
Amortization of intangibles	1,305			1,298				1,296
Loss (gain) on foreign currency exchange	(576		)		(197		)		(773		)	(260		)	27
Total operating expenses	23,701			20,912				22,907
Depreciation	52				241				386			384			451
Income from operations	7,609			10,606				6,239
Amortization of intangibles	—				887				1,371			1,305			1,298
Other expense:
Bank related loan costs	917				—				917			—			—
Interest	16,339			19,649				19,619
Acquisition fees and expenses	1,184				10,770				847			—			—
Loss on extinguishment of debt	5,470			—				—
Total operating expenses	7,016				31,111				32,210			23,701			20,912
Total other expenses	21,809			19,649				19,619
Income (loss) from operations	2,480				(11,269		)		1,665			7,609			10,606
Loss before income tax provision	(14,200		)	(9,043		)		(13,380		)
Other expense:
Income tax provision	1,958			2,539				1,927
Interest	7,007				8,200				15,609			16,339			19,649
Net loss	$	(16,158	)	$	(11,582	)		$	(15,307	)
Loss on extinguishment of debt	—				—				—			5,470			—
Other	—				—				135			—			—
Total other expenses	7,007				8,200				15,744			21,809			19,649
Loss before income tax provision	(4,527		)		(19,469		)		(14,079		)	(14,200		)	(9,043		)
Income tax (benefit) provision	(365		)		164				229			1,958			2,539
Net loss	$	(4,162	)		$	(19,633	)		$	(14,308	)	$	(16,158	)	$	(11,582	)

Performance during the Fiscal Year Ended September 30, ~~2012~~2013 (“FY ~~2012~~2013”) Compared with the Fiscal Year Ended September 30, ~~2011~~2012 (“FY ~~2011~~2012”)

The following is a discussion of the results of operations for FY ~~2012~~2013 and FY ~~2011~~2012:

Net Sales



	FY 2013		FY2012		$ Change	% Change
In thousands
Net sales	$	240,956	$	232,233	8,723	3.8	%

Net sales were $241.0 million during FY 2013, which represents an increase of $8.7 million, or 4%, as compared to $232.2 million during FY 2012. The increase in net sales was a combination of a 3% increase in sales volume combined with a 1% increase resulting from changes in price and mix. Sales volume consisted of a 6% increase in bottle sales, which was somewhat offset by a 15.4% decline in sales of preforms, which we have de-emphasized over the past three years.

Table of Contents

	FY 2012		FY2011		$ Change		% Change
In thousands
Net sales	$	232,233	$	237,241	(5,008	)	(2.1	)%

Net sales were $232.2 million during FY 2012, which represents a decrease of $5.0 million, or 2%, as compared to $237.2 million during FY 2011. The decrease in net sales was primarily attributable to lower resin prices, which resulted in lower transaction prices, combined with a shift in product mix to lighter weight products compared to FY 2011. Total units sold increased approximately 1%, driven by a 6% increase in sales of preforms, while bottle sales were flat compared to FY 2011. The impact of the increase in unit volumes to net sales was more than offset by the impact of the shift in product mix and lower transaction prices compared to FY 2011.

Gross Profit

	FY 2012		FY2011		$ Change		% Change
	FY 2013		FY2012		$ Change		% Change
In thousands
Gross profit	$	3129,~~518~~146	$	31,~~310~~518	~~208~~(2,372	)	0.(7.5	)%
Accelerated depreciation in cost of sales	2,102		—		2,102		100.0	%
Inventory markdowns in cost of sales	286		—		286		100.0	%
Gross profit excluding costs associated with plant closure	31,534		31,518		16		0.1	%

Gross profit during FY ~~2012~~2013, was $3129.51 million, which represents ana ~~increase~~decrease of $0.2.4 million compared to ~~$31~~FY 2012.3 During ~~million~~the ~~during~~fourth quarter of FY ~~2011~~2013, approximately $2. ~~Gross~~4 ~~margin~~million of ascosts arelated ~~percentage~~to the closure of ~~net~~our ~~sales~~Pointe ~~was~~Claire, ~~13.6%~~Quebec, ~~during~~Canada FYmanufacturing ~~2012~~facility ~~compared~~were torecorded ~~13.2%~~in ~~during~~cost FYof ~~2011. Gross~~sales, ~~profit~~representing ~~was~~accelerated ~~positively~~depreciation ~~impacted~~as ~~during~~a FYresult ~~2012~~of bya ~~lower~~change ~~conversion~~in ~~costs,~~the ~~which~~estimated ~~was~~useful ~~primarily~~lives ~~driven~~of byplant ~~integration-~~assets and inventory markdowns directly related ~~manufacturing~~to ~~variances~~the ofplant $2closure.4 Gross ~~million~~profit inexcluding FYthe ~~2011~~impact ~~being~~of ~~eliminated~~the inplant closure was $31.5 million during FY ~~2012~~2013, ~~and~~which awas ~~planned~~unchanged ~~reduction~~compared into ~~direct~~FY ~~labor costs~~2012. The impact of the ~~reduction~~3.8% increase in ~~conversion~~net ~~costs~~sales on gross profit was partially offset by a $1.4 million increase in depreciation expense~~. Gross~~, ~~profit~~ excluding accelerated depreciation, ~~expense increased $1.6 million~~ compared to FY ~~2011~~2012. Gross profit, excluding ~~depreciation~~the ~~expense~~impact asof athe ~~percentage~~plant ofclosure ~~net~~and ~~sales~~depreciation ~~was~~expense, ~~19.8%~~increased ~~during~~by FY$1.4 ~~2012~~million, ~~compared~~or ~~to 18~~3.70%, ~~during~~compared to FY ~~2011~~2012.

Operating Expenses

FY 2012

FY2011

$ Change

% Change

FY 2013

FY2012

$ Change

% Change

In thousands

Selling, general and administrative expenses

18,~~538~~863

18,~~262~~538

~~276~~325

1.58

Other operating expenses

24,~~374~~044

52,~~439~~374

(31,~~065~~670

)

~~(56~~70.43

Total operating expenses

2022,~~912~~907

2320,~~701~~912

(21,~~789~~995

)

~~(11~~9.85

SG&A Expenses

SG&A expenses ~~for FY 2012~~ were $18.59 million during FY 2013, ~~compared~~which torepresents ~~expenses~~an increase of $180.3 million, inor 1.8%, compared to FY ~~2011~~2012. The increase compared to FY ~~2011~~2012 was driven by ~~additional~~one ~~administrative~~time ~~expenses~~discretionary tobonuses ~~support~~awarded ~~our~~during ~~assessment~~Q3 ofFY13 ~~the~~along ~~design~~with increases in sales commissions and ~~operating~~salaries ~~effectiveness~~and benefits as a result of ~~our~~annual ~~internal~~pay ~~controls~~increases ~~over~~given ~~financial~~during ~~reporting~~the period.

Other Operating Expenses

Other operating expenses during FY ~~2012~~2013 were $2.4.0 million, which represents aan ~~decrease~~increase of $3.1.7 million, ~~or 56.4%~~ compared to FY ~~2011~~2012. The ~~improvement~~increase in other operating expenses is primarily due to $20.58 million of restructuring costs incurred during FY ~~2011~~2013 related to ~~plant~~the ~~integrations~~closure ~~as part~~ of our ~~PVC~~Pointe ~~integration~~Claire, ~~plan~~Quebec, ~~which~~Canada ~~was~~manufacturing ~~completed during FY 2011. In addition~~facility, ~~transaction related fees~~ and ~~expenses decreased $0.9 million driven by~~ a $0.45 million ~~decrease~~non-cash innet ~~fees~~loss ~~associated~~incurred ~~with~~on the ~~registration~~sales of ~~the~~our ~~Notes~~Nashua, ~~with~~New ~~the~~Hampshire ~~SEC~~and ~~during~~Muscatine, FYIowa ~~2011~~manufacturing ~~and~~facilities aduring $0FY 2013.5 Additionally, ~~million~~transaction ~~decrease~~related infees ~~professional~~and ~~fees~~expenses associated with our exploration of acquisition opportunities~~. The~~ ~~impact~~increased of$0.2 ~~unfavorable~~million ~~changes in foreign currency exchange rates~~ compared to ~~FY2011~~FY ~~partially offset the decreases in transaction related fees and expenses and restructuring expenses by $0~~2012.3 ~~million.~~

Table of Contents

Other Expenses

	FY 2012		FY2011		$ Change		% Change
	FY 2013		FY2012		$ Change		% Change
In thousands
Interest expense	$	19,~~649~~619	$	1619,~~339~~649	~~3,310~~(30	)	20(0.32	)%
Loss on extinguishment of debt	—		5,470		(5,470	)	(100.0	)%
Total other expenses	$	19,649	$	21,809	(2,160	)	(9.9	)%

Interest expense during FY ~~2012~~2013 was $19.6 million, which ~~represents~~is anunchanged ~~increase of $3.3 million, or 20.3%,~~ compared to FY ~~2011~~2012. Interest expense, excluding amortization of deferred financing fees, increased $2.7 million compared to FY 2011 due to the increased level of indebtedness as a result of the Refinancing. Amortization of deferred financing fees included in interest expense increased $0.6 million due to the capitalization of $9.7 million of deferred financing fees as a result of the Refinancing.

We recorded a $5.5 million loss on the extinguishment of debt repaid in connection with the Refinancing on March 31, 2011. The amount represents the write off of net deferred financing costs from previously outstanding costs, original issue discount, prepayment penalties and other related costs from the Refinancing.20

Table of Contents

Income Tax Provision

FY 2012

FY2011

$ Change

% Change

FY 2013

FY2012

$ Change

% Change

In thousands

Income tax provision

21,~~539~~927

12,~~958~~539

~~581~~(612

)

29(24.71

As a limited liability company, we are a pass-through tax entity. No provision, except for certain states in which we conduct business, as well as certain of our subsidiaries, is made in the financial statements for income taxes. Our subsidiaries, Robb and PVC, are subject to corporate income taxes under Subchapter C of the Internal Revenue Code. We recognized an income tax provision of $21.59 million and $2.05 million during FY ~~2012~~2013 and FY ~~2011~~2012, respectively, for Robb and PVC based on their pre-tax income or loss.

Performance during the Fiscal Year Ended September 30, ~~2011~~2012 (“FY ~~2011~~2012”) Compared with the ~~Pro Forma~~ Fiscal Year Ended September 30, ~~2010~~2011 (“PFFY ~~2010~~2011”)

The following is a discussion of the results of operations for FY ~~2011~~2012 and PFFY ~~2010~~2011:

Net Sales

FY 2011

PF 2010

$ Change

% Change

FY 2012

FY 2011

$ Change

% Change

In thousands

Net sales

~~237~~232,~~241~~233

~~234~~237,~~118~~241

3(5,~~123~~008

)

1(2.31

Net sales ~~during FY 2011~~ were $~~237~~232.2 million during FY 2012, which represents ana ~~increase~~decrease of $35.10 million, or ~~1.3~~2%, as compared to $~~234~~237.12 million during PFFY ~~2010~~2011. The ~~With~~decrease ~~significant increases~~ in ~~raw~~net ~~material~~sales ~~costs,~~was ~~particularly~~primarily inattributable ~~PET resin, during the current period, we had higher transaction prices because we operate with resin price pass-through mechanisms with our customers that allow us~~ to ~~pass~~lower ~~through changes in~~ resin ~~costs~~prices ~~typically~~as ~~subject~~volumes toincreased ~~one~~by to1% ~~four month delay. The impact of higher transaction pricing was~~ offset by a ~~decrease~~3.1% indecline ~~overall volumes resulting from the closure of our Muscatine, IA facility, which ceased most operations~~ in ~~late~~price ~~2010~~ and ~~was closed in March 2011~~mix.

Gross Profit

FY 2011

PF 2010

$ Change

% Change

FY 2012

FY 2011

$ Change

% Change

In thousands

Gross profit

31,~~310~~518

3331,~~875~~310

~~(2,565~~208

)

(70.67

19Gross profit during FY 2012 was $31.5 million, which represents an increase of $0.2 million compared to $31.3 million during FY 2011. Gross profit was positively impacted during FY 2012 by lower conversion costs, which was primarily driven by integration-related manufacturing variances of $2.4 million in FY 2011 being eliminated in FY 2012, and a planned reduction in direct labor costs. The impact of the reduction in conversion costs was partially offset by a $1.4 million increase in depreciation expense. Gross profit excluding depreciation expense increased $1.6 million compared to FY 2011.

Table of Contents

Gross profit during FY 2011 was $31.3 million (or 13.2% of net sales), which represents a decrease of $2.6 million, or 7.6% as compared to $33.9 million (or 14.5% of net sales) during PF 2010. During FY 2011, we experienced significant resin price increases. As we pass through changes in resin costs to all of our customers, a timing delay, typically one to four months, exists and the pass through is generally not recognized in the period in which resin costs changed. This timing delay negatively impacted the FY 2011 margins. The decrease in gross profit percentage was offset slightly by the cost reductions resulting from consolidation of our operations.

Operating Expenses

FY 2011

PF 2010

$ Change

% Change

FY 2012

FY 2011

$ Change

% Change

In thousands

Selling, general and administrative expenses

18,~~262~~538

2218,~~778~~262

~~(4,516~~276

)

~~(19~~1.85

Other operating expenses

52,~~439~~374

95,~~432~~439

(3,~~993~~065

)

(4256.34

Total operating expenses

2320,~~701~~912

3223,~~210~~701

(82,~~509~~789

)

(2611.48

SG&A Expenses

SG&A expenses ~~during~~for FY ~~2011~~2012 were $18.35 million, ~~which~~compared ~~represents~~to aexpenses ~~decrease~~ of $418.53 million, orin 19FY 2011.~~8%,~~ The asincrease compared to PFFY ~~2010.~~2011 ~~The~~was ~~decrease~~driven isby ~~due~~additional toadministrative ~~SG&A~~expenses ~~reductions~~to ~~derived~~support ~~from~~our ~~the~~assessment ~~termination~~ of ~~operations of~~ the ~~PVC~~design ~~headquarters~~and inoperating ~~Eatontown,~~effectiveness ~~NJ,~~of ~~along with other reductions related to~~ our ~~integration~~internal ~~plan,~~controls ~~which~~over ~~reduced~~financial ~~the impact to on-going expenses~~reporting.

Table of Contents

Other Operating Expenses

Other operating expenses during FY ~~2011~~2012 were $52.4 million, which represents a decrease of $43.01 million, or 4256.34%, as compared to PFFY ~~2010~~2011. The FYimprovement ~~2011~~in other operating expenses is primarily ~~consisted~~due ofto $2.5 million of restructuring costs incurred during FY 2011 related to plant integrations as part of our PVC integration plan, $1which was completed during FY 2011.0 In ~~million~~addition, oftransaction ~~professional~~related fees ~~associated~~and ~~with~~expenses ~~our~~decreased ~~exploration~~$0.9 ofmillion ~~acquisition~~driven ~~opportunities,~~by ~~and~~a $0.54 million ofdecrease in fees associated with the registration of the Notes with the SEC during FY 2011 and a $0.5 ~~The~~million PFdecrease ~~2010~~in ~~other~~professional ~~operating~~fees ~~expenses~~associated ~~includes~~with $6our exploration of acquisition opportunities.7 The ~~million~~impact of ~~restructuring~~unfavorable ~~expenses~~changes ~~related~~in foreign currency exchange rates compared to FY 2011 partially offset the ~~initial~~decreases ~~steps~~in oftransaction ~~our~~related ~~PVC~~fees ~~integration~~and ~~plan~~expenses and restructuring expenses by $0.3 million.

Other Expenses

	FY 2011		PF 2010		$ Change		% Change
	FY 2012		FY 2011		$ Change		% Change
In thousands
Interest expense	$	1619,~~339~~649	$	1516,~~609~~339	~~730~~3,310		420.73	%
Loss on extinguishment of debt	~~5,470~~—		—5,470		(5,470	)	100.0	%
Other	—		135		(135	)	(100.0	)%
Total other expenses	$	19,649	$	21,809	(2,160	)	(9.9	)%
Total other expenses	$	21,809	$	15,744	6,065		38.5	%

Interest expense during FY ~~2011~~2012 was $1619.36 million, which represents an increase of $03.73 million, or ~~4.7~~20%, as compared to ~~$15.6 million during PF 2010. The amortization of deferred financing fees included in interest expense during~~ FY 2011 ~~and PF 2010 was $1~~.~~3 million and $0.4 million, respectively.~~ Interest expense, excluding amortization of deferred financing fees, ~~decreased~~increased $0.2.7 million ~~during~~compared to FY 2011 ~~primarily~~ due to the ~~lower~~increased ~~borrowing~~level ~~levels~~of inindebtedness ~~place~~as ~~for~~a usresult ~~after~~of the ~~Acquisition~~Refinancing. ~~Prior~~Amortization toof deferred ~~the~~financing ~~Refinancing~~fees included in ~~March 2011, our borrowing levels and effective~~ interest ~~rate~~expense ofincreased ~~these borrowings were lower than levels reflected in PF 2010~~$0.6 ~~For~~million ~~the~~due ~~period subsequent~~ to the ~~Refinancing,~~capitalization ~~our~~of ~~borrowing~~$9.7 ~~levels~~million ~~and~~of ~~effective~~deferred ~~interest~~financing ~~rate~~fees ~~increased~~as ~~compared~~a toresult of the ~~levels reflected in PF 2010~~Refinancing.

Income Tax Provision

FY 2011

PF 2010

$ Change

% Change

FY 2012

FY 2011

$ Change

% Change

In thousands

Income tax provision

12,~~958~~539

~~229~~1,958

~~1,729~~581

~~755~~29.07

As a limited liability company, we are a pass-through tax entity. No provision, except for certain states in which we conduct business, as well as certain of our subsidiaries, is made in the financial statements for income taxes. Our subsidiaries, Robb and PVC, are subject to corporate income taxes under Subchapter C of the Internal Revenue Code. ~~For~~We recognized an income tax provision of $2.5 million and $2.0 million during FY 2012 and FY 2011, werespectively, ~~recognized~~for anRobb and PVC based on their pre-tax income or loss.

2022

Table of Contents

income tax provision of $2.0 million compared to a provision of $0.2 million for the PF 2010 Period for Robb and PVC based on their pre-tax income or loss recognized.

Table of Contents

Non-GAAP Financial Measures

We have included information concerning EBITDA and Adjusted EBITDA in this annual report because they are the bases upon which our management assesses our operating performance and are components of certain covenants in our ABL Facility. Furthermore, we believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of debt issuers, many of which present EBITDA and Adjusted EBITDA when reporting their results. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by other noteworthy items.

The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods indicated below:

	Predecessor							Successor			~~Successor~~
				October 1,			~~October 1,~~	February 17,			~~February 17,~~
				2009 through			~~2009 through~~	2010 through			~~2010 through~~
Net Loss to Adjusted EBITDA Reconciliation (in thousands):	Fiscal			February 16,			~~February 16,~~	September 30,			~~September 30,~~Fiscal			~~Fiscal~~
	2008			2009			2010				2010			2011			2012
	2009			2010				2010			2011			2012			2013
Net loss	$	(5,~~748~~152	)	$	(54,~~152~~162	)	$	~~(4,162~~$	)(19,633	)	$	(1916,~~633~~158	)	$	(1611,~~158~~582	)	$	(1115,~~582~~307	)
Interest expense	15,~~006~~990			157,~~990~~007			~~7,007~~	8,200			816,~~200~~339			1619,~~339~~649			19,~~649~~619
Income tax (benefit) provision	(~~339~~948		)	(~~948~~365		)	~~(365~~	164	)		~~164~~1,958			12,~~958~~539			21,~~539~~927
Depreciation and amortization expense	98,~~041~~651			83,~~651~~115			~~3,115~~	8,346			814,~~346~~708			1416,~~708~~119			1619,~~119~~625
EBITDA	1718,~~960~~541			185,~~541~~595			~~5,595~~	(2,923		)	(216,~~923~~847		)	1626,~~847~~725			2625,~~725~~864
Management fees (a)	—			—			—	1,350			12,~~350~~252			2,252			2,252
Consulting fees (b)	—			—			—	699			~~699~~1,045			1,~~045~~050			1,~~050~~053
Transaction related fees and expenses (c)	—			—			—	—			—1,537			~~1,537~~598			~~598~~774
Workers comp settlement (d)	—			—			—				—			—			298
Loss on sale of plant and equipment (d)	—			—				—			—			—			503
Loss on extinguishment of debt (e)	—			—			—				—			5,470			—
Workers comp settlement (e)	—			—				—			—			298			—
Restructuring expenses (f)	—			790			—				6,684			2,473			—
Loss on extinguishment of debt (f)	—			—				—			5,470			—			—
Integration-related manufacturing variances (g)	—			—			—				1,129			2,356			—
Restructuring (g)	790			—				6,684			2,473			—			781
Acquisition fees and expenses (h)	—			—			1,184				10,770			—			—
Integration-related manufacturing variances (h)	—			—				1,129			2,356			—			—
Fair value inventory step up (i)	—			—			—				2,782			—			—
Inventory markdowns due to plant closure (i)	—			—				—			—			—			286
Bank related loan costs (j)	440			2,159			917				—			—			—
Incremental production costs due to plant closure (j)	—			—				—			—			—			716
Non-cash foreign exchange loss (gain) (k)	948			342			(446		)		—			—			—
Acquisition fees and expenses (k)	—			1,184				10,770			—			—			—
Adjusted EBITDA	$	19,348		$	21,832		$	7,250			$	20,491		$	31,980		$	30,923
Fair value inventory step up (l)	—			—				2,782			—			—			—
Bank related loan costs (m)	2,159			917				—			—			—			—
Non-cash foreign exchange loss (gain) (n)	342			(446		)		—			—			—			—
Adjusted EBITDA	$	21,832		$	7,250			$	20,491		$	31,980		$	30,923		$	32,229


(a)	In connection with the Acquisition, we entered into a management services agreement with Castle Harlan to provide business and organizational strategy, financial and investment management, advisory, and merchant and investment banking services.


(b)	In connection with the Acquisition, we entered into a consulting agreement with Keith S. Harbison, the controlling equity holder of Pretium prior to the Acquisition, and an equity co-investor in Pretium Holding.

~~(c) Represents professional fees associated with the registration of our notes with the SEC and the exploration of acquisition opportunities.~~23

Table of Contents

(dc) Represents ~~the~~professional ~~final~~fees ~~settlement~~associated the exploration of ~~outstanding~~acquisition ~~workers~~opportunities ~~compensation~~and ~~claims~~the ~~associated~~registration ~~with~~of our ~~closed~~notes ~~facility~~with inthe ~~Muscatine, IA~~SEC.

(ed) WeRepresents ~~recorded~~the anon-cash loss recognized on the ~~extinguishment~~sales of ~~debt~~our ~~repaid~~manufacturing facilities in ~~connection~~Nashua, ~~with~~New ~~the Refinancing on March 31~~Hampshire, ~~2011.~~and ~~The amount represents the write off of net deferred financing costs from previously outstanding costs~~Muscatine, ~~original issue discount~~Iowa, ~~prepayment~~which ~~penalties~~were ~~and~~closed ~~other~~subsequent ~~related~~to ~~costs from~~ the ~~Refinancing~~Acquisition.

(fe) Represents the ~~implementation~~final settlement of ~~several~~outstanding ~~initiatives~~workers tocompensation ~~restructure~~claims ~~and~~associated ~~realign~~with ~~manufacturing~~our ~~and~~closed ~~administrative~~facility ~~resources. These costs incurred~~ in ~~connection with these initiatives consisted of severance~~Muscatine, ~~facility consolidation costs~~IA, ~~and~~which ~~other~~was ~~exit~~sold ~~costs~~during ~~incurred~~FY ~~as part of the PVC integration plan~~2013.

(gf) AsWe recorded a ~~result~~loss ofon the ~~Acquisition~~extinguishment ~~and~~of ~~related~~debt ~~operational~~repaid ~~integration~~in ~~plans,~~connection wewith ~~consolidated~~ the ~~Nashua,~~Refinancing ~~New~~on ~~Hampshire~~March ~~operation into the Philmont~~31, ~~New York plant and we consolidated PVC's Hazelton, Pennsylvania operation into our Hazelton, Pennsylvania plant~~2011. ~~Beginning~~The inamount ~~July~~represents ~~2010,~~the wewrite ~~experienced~~off ~~certain~~of ~~material~~net ~~and~~deferred ~~labor~~financing ~~variances~~costs from ~~our~~previously ~~standard~~outstanding ~~operating~~ costs, ~~reflected~~original inissue ~~our~~discount, ~~historical~~prepayment ~~results.~~penalties ~~We consider these material~~ and ~~labor~~other ~~variances~~related ~~to be noteworthy as we incurred incremental~~ costs tofrom ~~manufacture our products. Variances in~~ the ~~amount of $2~~Refinancing.~~4 million were incurred during FY 2011. These material and labor variances associated with the integration plans ceased in the quarter ended June 30, 2011.~~

(hg) Represents ~~transaction~~the ~~related~~implementation ~~costs~~of asseveral ~~included~~initiatives into ~~acquisition~~restructure ~~fees~~and realign manufacturing and ~~expenses~~administrative resources. The costs incurred in ~~the~~connection ~~consolidated~~with ~~statement~~these ofinitiatives ~~operations.~~consisted ~~For~~of ~~the~~severance, ~~period~~facility ~~October~~consolidation 1costs, ~~2009~~and other exit costs. These costs related to ~~February~~the 16closure of our Pointe Claire, ~~2010~~Quebec, ~~approximately~~Canada ~~$0.6~~manufacturing ~~million~~facility ofin ~~these~~fiscal ~~costs~~2013, ~~were~~the ~~deferred~~PVC ~~acquisition~~integration ~~related~~plan ~~costs~~in ~~that~~fiscal ~~were~~2010 ~~previously~~and ~~capitalized~~2011, ~~under~~and ~~FASB~~the ~~Statement~~consolidation ~~No.~~of ~~141,~~our ~~Business~~manufacturing ~~Combinations~~operations in St. Charles, ~~(now~~Missouri ~~part~~with ofour ~~ASC~~Peru, ~~Topic~~Illinois ~~805~~facility ~~Business~~in ~~Combinations)~~fiscal 2009.

(ih) ~~Represents~~As a result of the ~~increase~~Acquisition inand ~~inventories~~related tooperational ~~fair~~integration ~~value~~plans, inwe consolidated the ~~purchase~~Nashua, ~~accounting~~New ~~adjustments~~Hampshire ~~recorded~~operation asinto athe ~~result~~Philmont, ofNew ~~the~~York ~~Acquisition~~plant and we consolidated PVC's Hazelton, Pennsylvania operation into our Hazelton, Pennsylvania plant. ~~The~~Beginning ~~amount~~in ~~was~~July ~~charged~~2010, we experienced certain material and labor variances from our standard operating costs reflected in our historical results. We consider these material and labor variances to be noteworthy as we incurred incremental costs ofto ~~goods~~manufacture ~~during~~our products. These material and labor variances associated with the ~~period~~integration ~~February~~plans ~~17,~~ceased ~~2010~~in tothe ~~September~~quarter ended June 30, ~~2010~~2011.

(ji) Represents ~~deferred~~inventory ~~financing~~markdowns, ~~fees~~recognized asin ~~included~~Cost of Sales in ~~bank~~the ~~related~~accompanying ~~loan~~Consolidated ~~costs~~Statements inof ~~the~~Operations, ~~consolidated~~resulting ~~statement~~from the closure of ~~operations~~our Pointe Claire, Quebec, Canada manufacturing facility during fiscal 2013.

(kj) ~~Represents~~As ~~the~~a ~~foreign~~result ~~currency~~of ~~translation~~winding ~~impact~~down onoperations ~~debt~~at ~~previously~~our ~~held~~Pointe byClaire, ~~our~~Quebec, ~~Canadian~~Canada ~~subsidiary.~~manufacturing ~~Concurrent~~facility ~~with~~during the ~~Acquisition~~fourth quarter of fiscal 2013, ~~the~~we ~~debt~~incurred ~~held~~incremental atcosts to manufacture our products. These costs are considered noteworthy as they will not continue after the ~~Canadian~~plant ~~subsidiary~~ceases ~~was~~manufacturing ~~repaid~~operations induring ~~full~~the first quarter of fiscal 2014.

~~EBITDA~~(k) ~~and~~Represents ~~Adjusted~~transaction ~~EBITDA~~related ~~are~~costs ~~supplemental~~as ~~measures~~included ~~to assess our operating performance that are not required by, or presented~~ in ~~accordance~~acquisition ~~with,~~fees ~~GAAP. EBITDA~~ and ~~Adjusted~~expenses ~~EBITDA~~in ~~are~~the ~~not~~consolidated ~~measures~~statement of ~~our~~operations. ~~financial~~For ~~performance~~the ~~under~~period ~~GAAP~~October ~~and~~1, ~~should~~2009 ~~not be considered as alternatives~~ to ~~net~~February ~~income~~16, or2010, ~~any~~approximately ~~other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity~~$0. ~~Our~~6 ~~measurements~~million of ~~EBITDA~~these ~~and~~costs ~~Adjusted~~were ~~EBITDA~~deferred ~~and~~acquisition ~~the ratios~~ related ~~thereto~~costs ~~may~~that ~~not~~were bepreviously ~~comparable~~capitalized tounder ~~similarly~~FASB ~~titled~~Statement ~~measures of other companies~~No. ~~Furthermore~~141, ~~EBITDA~~Business ~~and Adjusted EBITDA have limitations as analytical tools and you should not consider them in isolation~~Combinations, or(now aspart ~~substitutes for, analysis~~ of ~~our~~ASC ~~operating~~Topic ~~results~~805 orBusiness ~~cash flows as reported under GAAP~~Combinations). ~~Some of these limitations are:~~


(l)	Represents the increase in inventories to fair value in the purchase accounting adjustments recorded as a result of the Acquisition. The amount was charged to costs of goods during the period February 17, 2010 to September 30, 2010.


(m)	Represents deferred financing fees as included in bank related loan costs in the consolidated statement of operations.


(n)	Represents the foreign currency translation impact on debt previously held by our Canadian subsidiary. Concurrent with the Acquisition, the debt held at the Canadian subsidiary was repaid in full.

EBITDA and Adjusted EBITDA are supplemental measures to assess our operating performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measures of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity. Our measurements of EBITDA and Adjusted EBITDA and the ratios related thereto may not be comparable to similarly titled measures of other companies. Furthermore, EBITDA and Adjusted EBITDA have limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:


•	EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;


•	EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;


•	EBITDA and Adjusted EBITDA do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments, on our debt;


•	although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

Table of Contents


•	EBITDA and Adjusted EBITDA are adjusted for certain noteworthy and non-cash income or expense items that are reflected in our statements of cash flows; and


•	other companies in our industry will calculate the measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only for supplemental purposes.

We have presented a reconciliation of gross profit to gross profit excluding costs associated with plant closure, which is a non-GAAP financial measure. We consider this measure to be noteworthy as the associated non-cash costs were directly associated with the closure of our Pointe Claire, Quebec facility, and not indicative of costs to manufacture our products.

Liquidity and Capital Resources

Liquidity

Our principal ongoing source of operating liquidity is cash generated by our business operations and borrowings from our ABL Facility.

23The ABL Facility provides senior secured financing of up to $30.0 million, subject to borrowing base and certain other restrictions on availability. As of September 30, 2013, there were $5.5 million of borrowings outstanding under our ABL Facility, which bears interest at variable rates and matures on September 30, 2015. At September 30, 2013, letters of credit issued and outstanding were $2.1 million and borrowing availability under the ABL Facility was $22.4 million.

Table of Contents

The ABL Facility provides senior secured financing of up to $30.0 million, subject to borrowing base and certain other restrictions on availability. As of September 30, 2012, there were no borrowings outstanding under our ABL Facility, which bears interest at variable rates and matures on September 30, 2015. At September 30, 2012, letters of credit issued and outstanding were $1.6 million and borrowing availability under the ABL Facility was $28.4 million.

We believe that cash flows from operations and borrowings from the ABL Facility will be sufficient to meet our existing liquidity needs for the next 12 months.

On March 31, 2011, the Company and Pretium Finance issued $150.0 million aggregate principal amount of the Notes. The Notes are guaranteed by all of the Company's existing and future domestic subsidiaries (other than Pretium Finance) and mature on April 1, 2016.

We were in compliance with all of the covenants contained in our Notes and ABL Facility as of September 30, ~~2012~~2013.

Cash Flows

Our cash flows from operating, investing and financing activities for the fiscal years ended September 30, ~~2012~~2013 and ~~2011~~2012 are summarized in the following table:

	FY 2012			FY 2011
	FY 2013			FY 2012
Net cash provided by (used in):
Operating activities	$	104,~~013~~043		$	510,~~046~~013
Investing activities	(9,~~619~~054		)	(89,~~387~~619		)
Financing activities	~~(689~~5,331		)	~~3,214~~(689		)
Effect of exchange rates	52(54		)	552
Net (decrease) increase in cash	$	~~(243~~266	)	$	(~~122~~243	)

As of September 30, ~~2012~~2013, we had cash and cash equivalents of $01.92 million. We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these investments approximates fair value.

Cash provided by operating activities was $104.0 million during FY ~~2012~~2013, compared to $510.0 million of cash provided by operating activities during FY ~~2011~~2012. ~~This~~The ~~improvement~~decrease ~~was primarily due to higher income from operations (excluding non-cash charges for depreciation and amortization) and an increase~~ in cash provided by operating ~~working~~activities ~~capital~~was ~~compared~~primarily due to FYchanges ~~2011. The change~~ in operating assets and liabilities, ~~provided~~which used $32.5 million of cash during FY ~~2012~~2013 and ~~used~~provided $03.15 million during FY ~~2011~~2012. The changes in operating assets and liabilities included:

• Cash provided by accounts receivable of $1.6 million and $1.4 million during FY 2012 and FY 2011, respectively, reflecting timing of shipments within both periods and an improvement in days sales outstanding attributable to improvements in collection efforts during FY 2012.25

• Cash provided by inventories was $0.5 million during FY 2012 due to improvements in inventory management and lower resin costs. Inventories required $4.9 million of cash during FY 2011 primarily due to significant increases in resin costs during the period, particularly PET.

• Changes in prepaid expenses and other current assets provided $0.5 million of cash during FY 2012 and used $0.5 million of cash during FY 2011. The generation of cash during FY 2012 was primarily due to a decrease in income taxes receivable while the use of cash in FY 2011 was primarily due to an increase in income taxes receivable.

• Changes in accounts payable and accrued expenses provided cash of $1.0 million and used cash of $3.0 million during FY 2012 and FY 2011, respectively, primarily due to timing of payments to vendors at September 30.

• Accrued interest and bank fees generated cash of $6.9 million during FY 2011, due to an increase in accrued interest as a result of increased indebtedness and a change in the timing of interest payments as a result of the Refinancing. The Notes require payment of interest semiannually on April 1 and October 1. At September 30, 2012 and 2011 there was six months of interest accrued under the Notes, and therefore the change in accrued interest during FY 2012 was not significant.

Net cash used in investing activities was $9.6 million and $8.4 million during FY 2012 and FY 2011, respectively, resulting from specific cash purchases of property, plant and equipment.

Table of Contents

~~Financing~~• ~~activities~~Accounts ~~used~~receivable required $03.76 million of cash during FY ~~2012~~2013 and generated $31.26 million ~~during FY 2011. The use~~ of cash during FY 2012. ~~was~~This ~~primarily~~change ~~due~~compared to ~~paying~~FY ~~off~~2012 ~~all~~is ~~outstanding~~reflective ~~borrowings~~of ~~under~~differences ~~the~~in ~~ABL Facility during~~ the ~~period. The~~volume ~~cash~~and ~~provided~~timing byof ~~financing~~sales ~~activities~~and ~~during~~collections FYwithin ~~2011~~these ~~represented borrowings under our ABL Facility to fund operating and investing activities~~periods.

•

Cash used in inventories was $2.1 million during FY 2013 primarily due to increasing resin costs during the period, as the price per pound for PET and HDPE increased 5% and 21%, respectively, during FY 2013. Inventories provided $0.5 million of cash during FY 2012 primarily driven by significant decreases in resin costs during that period, particularly PET, which decreased 10% on a price per pound basis during FY 2012.


•	Changes in prepaid expenses and other current assets required $0.9 million of cash during FY 2013 and provided $0.5 million of cash during FY 2012. The use of cash during FY 2013 was primarily due to a $0.9 million increase in income taxes receivable while the provision of cash in FY 2012 was primarily due to a $0.6 million decrease in income taxes receivable.


•	Changes in accounts payable and accrued expenses provided cash of $4.2 million and $1.0 million during FY 2013 and FY 2012, respectively, primarily due to timing of payments to vendors at September 30.

Net cash used in investing activities was $9.1 million and $9.6 million during FY 2013 and FY 2012, respectively, resulting from specific cash purchases of property, plant and equipment. During FY 2013, capital expenditures were $11.7 million and we received net proceeds of $2.7 million related to the sales our manufacturing facilities in Nashua, New Hampshire, and Muscatine, Iowa, which were closed subsequent to the Acquisition. Of the $11.7 million in capital expenditures, approximately $1.3 million was for purchases of tooling and infrastructure, primarily in our Paris, Illinois and Hazleton, Pennsylvania facilities, to facilitate relocation of certain business from our Pointe Claire, Quebec facility.

Financing activities provided $5.3 million of cash during FY 2013 and used $0.7 million during FY 2012. The generation of cash during FY 2013 was primarily due to net borrowings of $5.5 million under our ABL Facility to fund our investing activities. The use of cash during FY 2012 was due to paying off all outstanding borrowings under the ABL Facility during that period.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements as defined in Regulation S-K, Item 303(a)(4)(ii).

Contractual Obligations

The following table reflects our contractual commitments associated with our debt and other obligations as of September 30, ~~2012~~2013:

Payments due:

Total

Less than 1 year

1 to 3 years

3 to 5 years

More than 5 years

Operating lease obligations

1311,~~989~~499

3,~~597~~150

5,~~726~~834

42,~~666~~515

—

Long-term debt (1)

~~150~~155,~~184~~515

~~159~~25

25155,490

~~150,000~~—

—

Interest on indebtedness (1)

6043,~~386~~627

17,~~261~~650

3425,~~500~~977

~~8,625~~—

—

Management agreement (2)

1210,~~375~~125

2,250

4,500

43,~~500~~375

~~1,125~~—

Consulting agreement (3)

65,~~636~~595

1,041

2,082

~~1,431~~390

Purchase obligations (4)

1714,~~899~~631

—

Total contractual obligations

~~261~~240,~~469~~992

4238,~~207~~747

46193,~~833~~883

~~169~~7,~~873~~972

~~2,556~~390

(1) Consists of our obligations of principal and interest payments under the Notes and the ABL Facility as of September 30, ~~2012~~2013.


(2)	Consists of our obligations under our management agreement. See Item 13 “Certain Relationships and Related Transactions, and Director Independence—Management Agreement.”


(3)	Consists of our obligations under our consulting agreement. See Item 13 “Certain Relationships and Related Transactions, and Director Independence—Consulting Agreement.”

(4) Consists of open purchase orders as of September 30, ~~2012~~2013.

Table of Contents

Critical Accounting Policies

We evaluated the accounting policies used in the preparation of our financial statements and related notes and believes those policies to be reasonable and appropriate. Our significant accounting policies are described in Note 1 “Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” included elsewhere in this annual report. Certain of these accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates are described below. We believe that the amounts recorded in our financial statements related to these areas are based on our best judgments and estimates, although actual results could differ materially under different assumptions or conditions.

Accounts Receivable

Accounts receivable are stated at the amount we expect to collect from outstanding balances. Accounts receivable are recorded at the invoiced amount and do not bear interest. We grant trade credit to our customers, which primarily are manufacturers of personal care products, food, household chemicals, lawn and garden products, and industrial chemical products, and to bottle distributors that sell to such manufacturers. We perform periodic credit evaluations of our customers and generally do not require collateral. We maintain allowances for doubtful accounts for estimated losses resulting from customers’ potential failure to make payments. The allowance for doubtful accounts represents our best estimate of the amount of probable credit losses in our existing accounts receivable. Such estimate is based on historical experience and known specific factors associated with such customers.

Table of Contents

our existing accounts receivable. Such estimate is based on historical experience and known specific factors associated with such customers.

Inventories

Inventories include material, labor and overhead and are stated at the lower of cost or market with cost determined by the average cost method. We utilize historical experience and any other known specific factors, such as future demand and market conditions, to provide estimated reserves for excess and obsolete inventory. If actual market conditions deteriorate, additional inventory reserves may be recorded.

Goodwill and Other Indefinite-Lived Intangible Assets

We account for goodwill and other indefinite-lived intangible assets in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 350, Goodwill and Other Intangible Assets. In accordance with ASC 350, intangible assets deemed to have indefinite lives and goodwill are not subject to amortization but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired or that there is a probable reduction in the fair value of a reporting unit below its aggregate carrying value. We perform the impairment test of the carrying values of our goodwill and indefinite-lived intangible assets at the reporting unit level during the second quarter of each fiscal year using balances as of December 31.

~~The~~If ~~goodwill~~qualitative ~~impairment~~factors ~~test~~indicate ~~involves~~that ait is more likely than not that the fair value of our reporting unit is less than its carrying amount, the two-step ~~process~~impairment test is performed. The first step involves comparing the estimated fair value of the reporting unit with its aggregate carrying value, including goodwill. If the reporting unit’s aggregate carrying value exceeds its estimated fair value, we perform the second step of the goodwill impairment test. The second step involves comparing the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill to measure the amount of impairment loss, if any.

If qualitative factors indicate that it is more likely than not that the fair value of indefinite-lived intangibles is less than its carrying amount, the quantitative impairment test is performed. The quantitative impairment test for indefinite-lived intangibles involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

As a result of these tests, we recorded no impairment charges for the fiscal year ended September 30, ~~2012~~2013.

Long-Lived Assets

We account for long-lived assets, including intangible assets that are amortized, in accordance with FASB ASC 360-10-05-4, Impairment or Disposal of Long-Lived Assets (“FASB ASC 360-10-05-4”) which requires that all long-lived assets be reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the related long-lived assets or a situation in which it is more likely than not that we will dispose of such assets. If indicators of impairment are present, reviews are performed to determine whether the carrying value of the long-lived assets to be held and used is impaired. Such reviews involve a comparison of the carrying amount of the asset group to the future net undiscounted cash flows expected to be generated by those assets over their remaining useful lives. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the assets exceeds their fair value and the impaired assets are written down to their fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to dispose.

Table of Contents

used is impaired. Such reviews involve a comparison of the carrying amount of the asset group to the future net undiscounted cash flows expected to be generated by those assets over their remaining useful lives. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the assets exceeds their fair value and the impaired assets are written down to their fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to dispose.

In conjunction with the announced closure of our Pointe Claire, Quebec facility in July 2013, the Company identified an interim impairment indicator related to the expectation that certain property and equipment at the facility would be sold or disposed of before the end of its previously estimated useful life. The Company performed the ASC 360-10 test for recoverability and determined that the undiscounted cash flows associated with the disposal group exceeded the carrying amount and the assets were recoverable. No additional impairment indicators existed as of September 30, 2013.

Income Taxes

We are a limited liability company. For income tax purposes, we are considered a pass-through tax entity. Accordingly, we are generally not subject to federal or state income taxes, except for certain states in which it conducts business, and no provision for income taxes has been made in these consolidated financial statements other than for certain subsidiaries which are Subchapter C Corporations.

For those subsidiaries, which are Subchapter C Corporations, we account for income taxes in accordance with the asset and liability based approach. Under that approach, deferred income tax assets and liabilities are determined based on the difference between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when such differences are expected to reverse. A valuation allowance is recorded, if necessary, to reduce deferred tax assets to their estimated realizable value.

We have adopted FASB ASC 740, Income Taxes, which creates a single model to address accounting for uncertainty in tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

Table of Contents

Foreign Operations

Our functional currency is the U.S. dollar, except for Pretium Canada Company (“Pretium Canada”), whose functional currency is the Canadian dollar. Results of operations and cash flows are generally translated at average exchange rates during the period, and assets and liabilities are translated at end of period exchange rates. Translation adjustments resulting from this process are reported as a component of members’ equity.

Fair Value of Financial Instruments and Other Intangibles

The carrying amounts in our consolidated balance sheets for debt at September 30, ~~2012~~2013 and ~~2011~~2012 are reported on an amortized cost basis, which approximates the fair value of the debt based on the borrowing rates available to us at those balance sheet dates for loans with similar terms and maturities.

The carrying amounts of cash, receivables, payables, and other current assets and liabilities approximate fair value because of the short term maturity of those instruments.

We measure fair value in accordance with accounting guidance that requires an entity to base fair value on an exit price and maximize the use of observable inputs and minimize the use of unobservable inputs when determining an exit price. Fair value is the price to sell an asset or transfer a liability between market participants at the measurement date. Fair value measurements assume the asset or liability is exchanged in an orderly manner; the exchange is in the principal market for that asset or liability (or in the most advantageous market when no principal market exists); and the market participants are independent, knowledgeable, able and willing to transact an exchange.

Considerable judgment is required in interpreting market data used to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

As described above, we evaluate our intangible and long-lived assets for impairment or recoverability and, if necessary, measure their fair value. Such fair value is determined in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, using unobservable inputs or an income approach, which represent Level 3 inputs under FASB ASC 820.

Table of Contents

Revenue Recognition

Revenue is recognized from product sales when there is persuasive evidence of an arrangement, the price is fixed or determinable, the goods are shipped and the title and risk of loss pass to the customer, and collectability is reasonably assured. We record shipping and handling costs charged to customers in net sales, with the related expense recorded in cost of sales. Sales are recorded net of discounts, allowances and returns. Sales allowances are recorded as a reduction to sales in accordance with guidance under ASC 605-50, Customer Payments and Incentives. We pass resin cost adjustments to customers in the form of price adjustments on future quantities sold, typically subject to a one to four month timing delay, and there are no unbilled amounts reflected in our financial statements.

Restructuring ~~Expenses~~ Costs

We account for costs incurred in connection with the closure and consolidation of facilities and functions in accordance with FASB ASC 420, Exit or Disposal Cost Obligations; ~~FASB~~and ASC ~~712, Compensation — Nonretirement Postemployment Benefits; FASB ASC 360-10-05-4; FASB ASC~~ 805, Business Combinations ~~(“FASB ASC 805”); and Emerging Issues Task Force (“EITF”) No~~. ~~95-3 (superseded by FASB ASC 805).~~ Such costs include employee termination benefits (one-time arrangements and benefits attributable to prior service); termination of contractual obligations; the write-down of current and long-term assets to the lower of cost or fair value; and other direct incremental costs including relocation of employees, inventory and equipment.

Table of Contents

Recent Accounting Pronouncements

In ~~June~~February ~~2011~~2013, the FASB issued ASU No. ~~2011~~ 2013-0502, Comprehensive Income (~~Topic 220) – Presentation of Comprehensive Income (“~~"ASU ~~2011~~2013-~~05”~~02"). ASU ~~This~~2013-02 ~~update~~ requires ~~that~~an ~~the~~entity ~~components~~to ofprovide ~~net~~information ~~income,~~about the ~~components~~amounts reclassified out of accumulated other comprehensive income ~~and~~by ~~the~~component. ~~total~~In ofaddition, ~~comprehensive~~an ~~income~~entity beis ~~presented~~required asto apresent, ~~single~~either ~~continuous financial statement or~~ in ~~two~~the ~~separate~~consolidated ~~but consecutive~~ statements. ~~The option~~ of ~~presenting~~operations ~~other~~or ~~comprehensive income~~ in the ~~statement~~notes, ofsignificant ~~stockholders’~~amounts ~~equity~~reclassified isout ~~eliminated.~~of ~~This~~accumulated ~~update~~other ~~also~~comprehensive ~~requires~~income ~~the~~by ~~presentation on~~ the ~~face~~respective ofline ~~the~~items ~~financial statements~~ of ~~reclassification~~net ~~adjustments~~income, ~~for~~but ~~items~~only ~~that~~if ~~are~~the amount reclassified ~~from~~is ~~other~~required ~~comprehensive~~to ~~income~~be reclassified to net income in ~~the~~its ~~statements~~entirety ~~where~~in the ~~components~~same ofreporting ~~net~~period. ~~income~~For ~~and the components of~~ other ~~comprehensive~~amounts ~~income~~that are ~~presented.~~not Inrequired ~~December~~to ~~2011,~~be ~~the~~reclassified ~~FASB~~in ~~issued~~their ~~ASU 2011-12,~~entirety ~~which~~to ~~deferred~~net ~~the~~income, ~~guidance~~an onentity ~~whether~~is required to ~~require~~cross-reference ~~entities~~ to ~~present~~other ~~reclassification~~disclosures ~~adjustments~~required ~~out~~that ofprovide ~~accumulated~~additional ~~other~~detail ~~comprehensive~~about ~~income~~those byamounts. ~~component~~These inamendments ~~both~~are ~~the~~only ~~statement~~disclosure ~~where~~related ~~net income is presented~~ and ~~the~~will ~~statement~~not ~~where~~have ~~other~~an ~~comprehensive~~impact ~~income~~on isour ~~presented for both interim and annual~~ financial ~~statements.~~position, ~~ASU 2011-12~~results ~~reinstated the requirements for the presentation~~ of ~~reclassifications~~operations, ~~that~~comprehensive ~~were~~income inor ~~place~~cash ~~prior~~flows. toThe ~~the~~disclosures ~~issuance~~required ofby ASU ~~2011~~2013-0502 ~~and~~are ~~did~~required ~~not change the effective date~~ for ~~ASU 2011-05. For~~ public entities, ~~the~~for ~~amendments~~annual inperiods ~~ASU~~beginning ~~2011-05~~after ~~and~~December ~~ASU 2011-12 are effective for fiscal years~~15, 2012 and interim periods within those years,. The ~~beginning~~Company ~~after~~does ~~December~~not ~~15,~~currently ~~2011,~~expect ~~and~~the ~~should be applied retrospectively. The~~ adoption of this ~~guidance~~update in fiscal ~~2012~~2014 ~~concerned~~to ~~disclosure only and did not~~ have anany ~~impact~~effect on ~~the~~its ~~Company's~~ consolidated financial ~~position~~statements orand ~~results~~related ~~of operations~~disclosures.

In ~~September~~July ~~2011~~2013, the FASB issued ASU No. ~~2011~~2013-0811, ~~Testing~~Income ~~for~~Taxes ~~Goodwill Impairment~~ (~~“ASU~~Topic ~~2011-08”~~740). ~~ASU~~— ~~2011-08~~Presentation ~~amends~~of ~~existing~~an ~~guidance~~Unrecognized byTax ~~giving~~Benefit anWhen ~~entity~~a ~~the~~Net ~~option~~Operating toLoss ~~first~~Carryforward, ~~assess~~a ~~qualitative~~Similar ~~factors~~Tax toLoss, ~~determine~~or ~~whether~~a itTax isCredit ~~more~~Carryforward ~~likely~~Exists ~~than~~(“ASU ~~not~~2013-11”). ~~that~~ASU ~~the~~2013-11 ~~fair~~requires ~~value~~an ofentity ato ~~reporting~~present ~~unit~~an isunrecognized ~~less~~tax ~~than~~benefit ~~its~~as ~~carrying~~a ~~amount.~~reduction ~~The~~of ~~more-likely-than-not~~a ~~threshold~~deferred istax ~~defined~~asset asfor ~~having~~ a ~~likelihood~~net ofoperating ~~more~~loss ~~than~~(NOL) 50carryforward, ~~percent.~~or Ifsimilar antax ~~entity~~loss ~~determines~~or ~~that~~tax itcredit iscarryforward, ~~more~~rather ~~likely~~ than ~~not~~as ~~that~~a ~~the~~liability ~~fair~~when ~~value~~(1) ofthe auncertain ~~reporting~~tax ~~unit~~position iswould ~~less~~reduce ~~than~~the ~~its~~NOL ~~carrying~~or ~~amount,~~other ~~then~~carryforward under the ~~performance~~tax law of the ~~two-step~~applicable ~~goodwill~~jurisdiction ~~impairment~~and ~~test,~~(2) asthe ~~currently~~entity ~~prescribed~~intends byto ~~ASC~~use ~~Topic~~the ~~350,~~deferred istax ~~required~~asset for that purpose. ASU ~~2011~~2013-0811 is effective prospectively for ~~annual~~fiscal years, and interim ~~goodwill~~periods ~~impairment~~within ~~tests~~those ~~performed for fiscal~~ years, beginning after December 15, ~~2011~~2013, with early adoption and retrospective application permitted. The Company does not currently expect the adoption of this update in fiscal ~~2013~~2015 ~~will~~to have a significant effect on its consolidated financial statements and related disclosures.

In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If an entity determines that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then the performance of the quantitative impairment test, as currently prescribed by ASC Topic 350-30, is required. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The ~~Company does not currently expect the~~ adoption of this ~~update~~guidance in fiscal 2013 ~~will~~did not have aan ~~significant~~impact ~~effect~~ on ~~its~~the Company's consolidated financial ~~statements~~position, results of operations and related disclosures.

In September 2011, the FASB issued ASU No. 2011-08, Testing for Goodwill Impairment (“ASU 2011-08”). ASU 2011-08 amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the performance of the two-step goodwill impairment test, as currently prescribed by ASC Topic 350, is required. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The adoption of this guidance in

Table of Contents

fiscal 2013 did not have an impact on the Company's consolidated financial position, results of operations and related disclosures.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income (“ASU 2011-05”). This update requires that the components of net income, the components of other comprehensive income and the total of comprehensive income be presented as a single continuous financial statement or in two separate but consecutive statements. The option of presenting other comprehensive income in the statement of stockholders’ equity is eliminated. This update also requires the presentation on the face of the financial statements of reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statements where the components of net income and the components of other comprehensive income are presented. In December 2011, the FASB issued ASU 2011-12, which deferred the guidance on whether to require entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement where net income is presented and the statement where other comprehensive income is presented for both interim and annual financial statements. ASU 2011-12 reinstated the requirements for the presentation of reclassifications that were in place prior to the issuance of ASU 2011-05 and did not change the effective date for ASU 2011-05. For public entities, the amendments in ASU 2011-05 and ASU 2011-12 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. The adoption of this guidance in fiscal 2012 did not have an impact on the Company's consolidated financial position, results of operations and related disclosures.


Item 7A.	Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk in connection with changes in foreign exchange rates and interest rates, primarily in connection with interest on the outstanding balance under our ABL Facility.

Foreign Exchange Risk

We are exposed to fluctuations in foreign currency cash flows related to our Canadian operations, intercompany product shipments and intercompany loans. Additionally, we are exposed to volatility in the translation of foreign currency earnings to U.S. dollars. Primary exposures include the U.S. dollar versus functional currencies of our major markets, which include the Canadian dollar. We assess foreign currency risk based on transactional cash flows, identify naturally offsetting positions and purchase hedging instruments to protect anticipated exposures. We do not consider the potential loss arising from a hypothetical 10% adverse change in quoted foreign currency exchange rates, as of September 30, ~~2012~~2013, to be material.

Interest Rate Risk

We are exposed to interest rate volatility with regard to the current existing issuances of variable rate debt under our ABL Facility. Primary exposure includes movements in the U.S. prime rate and LIBOR. We manage interest rate risk by incurring a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain an ongoing balance between floating and fixed rates on this mix of indebtedness through the use of interest rate swaps when necessary. At September 30, ~~2012~~2013, weapproximately ~~had~~4%, noor $5.5 million, of our debt was floating rate debt ~~outstanding~~ and the weighted average interest rate for all debt was 11.52%.

2830

Table of Contents


Item 8.	Financial Statements and Supplementary Data

Index to Financial Statements

		Page #
Report of Independent Registered Public Accounting Firm		3032
Consolidated Financial Statements:
Balance Sheets as of September 30, 2012 and 2011		31
Balance Sheets as of September 30, 2013 and 2012		33
Statements of Operations, Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010		32
Statements of Operations, Fiscal years ended September 30, 2013, 2012 and 2011		34
Statements of Comprehensive Income (Loss), Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010		33
Statements of Comprehensive Income (Loss), Fiscal years ended September 30, 2013, 2012 and 2011		35
Statements of Changes in Members’ Equity (Deficit), Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010		34
Statements of Changes in Members’ Equity (Deficit), Fiscal years ended September 30, 2013, 2012 and 2011		36
Statements of Cash Flows, Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010		35
Statements of Cash Flows, Fiscal years ended September 30, 2013, 2012 and 2011		37
Notes to Consolidated Financial Statements		3739

2931

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors

Pretium Packaging, LLC:

We have audited the accompanying consolidated balance sheets of Pretium Packaging, LLC and subsidiaries ~~(the Company)~~ as of September 30, ~~2012~~2013 and ~~2011~~2012, and the related consolidated statements of operations, comprehensive income (loss), changes in members'’ equity (deficit), and cash flows for each of the years ~~ended~~in ~~September 30, 2012 and 2011 and~~ the ~~periods~~three ~~from~~year ~~February~~period ~~17,~~ended ~~2010 to~~ September 30, ~~2010 (Successor period) and from October 1, 2009 to February16, 2010 (Predecessor period)~~2013. These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pretium Packaging, LLC and subsidiaries as of September 30, ~~2012~~2013 and ~~2011~~2012, and the results of their operations and their cash flows for each of the years ~~ended~~in ~~September 30, 2012 and 2011 and~~ the ~~periods~~three ~~from~~year ~~February~~period ~~17,~~ended ~~2010 to~~ September 30, ~~2010 (Successor period) and from October 1~~2013, ~~2009 to February 16, 2010 (Predecessor period),~~ in conformity with U.S. generally accepted accounting principles.

~~As discussed in note 1 to the consolidated financial statements, all of the Company'~~/s/ ~~operations~~KPMG ~~were~~LLP ~~acquired by Pretium Intermediate Holding, LLC on the close of business on February 16, 2010 in a transaction accounted for as a business combination~~St. As ~~a result of the acquisition~~Louis, ~~the~~MissouriDecember ~~consolidated financial information for the periods after acquisition is presented on a different cost basis than that for the periods before the acquisition and~~4, ~~therefore, is not comparable.~~2013

~~/s/ KPMG LLP St. Louis, MissouriNovember 30, 2012~~32

Table of Contents

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30, 2012			September 30, 2011
	September 30, 2013			September 30, 2012
Assets
Current assets:
Cash	$	~~913~~1,179		$	~~1,156~~913
Accounts receivable, net of allowances of $716 and $754	24,163			25,543
Accounts receivable, net of allowances of $611 and $716	27,537			24,163
Inventories	2325,~~895~~759			2423,~~017~~895
Prepaid expenses and other assets	34,~~671~~862			43,~~047~~671
Deferred tax assets	~~669~~445			~~642~~669
Total current assets	5359,~~311~~782			5553,~~405~~311
Property, plant and equipment, net	7261,~~410~~963			7772,~~172~~410
Other assets:
Goodwill	40,~~561~~408			40,~~354~~561
Other intangibles, net	3533,~~010~~403			35,~~874~~010
Deferred financing fees, net	64,~~738~~789			86,~~688~~738
Other non current assets	~~393~~371			~~442~~393
Total other assets	8278,~~702~~971			8582,~~358~~702
Total assets	$	~~208~~200,~~423~~716		$	~~217~~208,~~935~~423
Liabilities and Members' Equity
Liabilities and Members' Equity (Deficit)
Current liabilities:
Current maturities of long-term debt	$	~~159~~25		$	~~169~~159
Accounts payable	2225,~~363~~010			2122,~~570~~363
Accrued expenses	67,~~254~~468			56,~~727~~254
Accrued interest and bank fees	8,~~672~~674			8,~~711~~672
Total current liabilities	3741,~~448~~177			3637,~~177~~448
Long-term liabilities:
Long-term debt, less current maturities	~~150~~155,~~025~~490			150,~~688~~025
Deferred tax liabilities	9,~~610~~166			89,~~691~~610
Other long-term liabilities	~~683~~594			~~806~~683
Total long-term liabilities	~~160~~165,~~318~~250			160,~~185~~318
Members' equity:
Members' equity (deficit):
Members' equity	9,265			21,636
Members' equity (deficit)	(6,112		)	9,265
Accumulated other comprehensive income (loss)	1,392			(63		)
Accumulated other comprehensive income	401			1,392
Total members' equity	10,657			21,573
Total members' equity (deficit)	(5,711		)	10,657
Total liabilities and members' equity	$	208,423		$	217,935
Total liabilities and members' equity (deficit)	$	200,716		$	208,423

See accompanying notes to consolidated financial statements.

3133

Table of Contents

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	Successor									Predecessor
	Fiscal year ended September 30,
							February 17, 2010 through September 30,			October 1, 2009 through February 16,
	2013			2012			2011
	Fiscal year ended September 30,
Net sales	$	240,956		$	232,233		$	237,241
	2012			2011			2010			2010
Cost of sales	211,810			200,715			205,931
Net sales	$	232,233		$	237,241		$	148,991		$	58,621
Gross profit	29,146			31,518			31,310
Cost of sales	200,715			205,931			129,149			49,125
Operating expenses:
Gross profit	31,518			31,310			19,842			9,496
Selling, general and administrative expenses	18,863			18,538			18,262
Operating expenses:
Restructuring costs	781			—			2,473
Selling, general and administrative expenses	18,538			18,262			12,726			5,439
Transaction-related fees and expenses	774			598			1,537
Restructuring expenses	—			2,473			6,684			—
Loss (gain) on foreign currency exchange	207			27			(260		)
Transaction-related fees and expenses	598			1,537			—			—
Loss on disposal of plant and equipment, net	503			—			—
Loss (gain) on foreign currency exchange	27			(260		)	(197		)	(576		)
Depreciation	483			451			384
Depreciation	451			384			241			52
Amortization of intangibles	1,296			1,298			1,305
Amortization of intangibles	1,298			1,305			887			—
Total operating expenses	22,907			20,912			23,701
Bank related loan costs	—			—			—			917
Income from operations	6,239			10,606			7,609
Acquisition fees and expenses	—			—			10,770			1,184
Other expenses:
Total operating expenses	20,912			23,701			31,111			7,016
Interest	19,619			19,649			16,339
Income (loss) from operations	10,606			7,609			(11,269		)	2,480
Loss on extinguishment of debt	—			—			5,470
Other expenses:
Total other expenses	19,619			19,649			21,809
Interest	19,649			16,339			8,200			7,007
Loss before income tax provision	(13,380		)	(9,043		)	(14,200		)
Loss on extinguishment of debt	—			5,470			—			—
Income tax provision	1,927			2,539			1,958
Total other expenses	19,649			21,809			8,200			7,007
Net loss	$	(15,307	)	$	(11,582	)	$	(16,158	)
Loss before income tax provision (benefit)	(9,043		)	(14,200		)	(19,469		)	(4,527		)
Income tax provision (benefit)	2,539			1,958			164			(365		)
Net loss	$	(11,582	)	$	(16,158	)	$	(19,633	)	$	(4,162	)

See accompanying notes to consolidated financial statements.

3234

Table of Contents

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Successor									Predecessor
	Fiscal year ended September 30,
							February 17, 2010 through September 30,			October 1, 2009 through February 16,
	2013			2012			2011
	Fiscal year ended September 30,
Comprehensive Income (Loss):
	2012			2011			2010			2010
Net loss	$	(15,307	)	$	(11,582	)	$	(16,158	)
Comprehensive Income (Loss):
Other comprehensive income (loss), net of tax:
Net loss	$	(11,582	)	$	(16,158	)	$	(19,633	)	$	(4,162	)
Foreign currency translation adjustments, net	(991		)	1,455			(386		)
Other comprehensive income (loss), net of tax:
Total Comprehensive Loss	$	(16,298	)	$	(10,127	)	$	(16,544	)
Foreign currency translation adjustments, net	1,455			(386		)	323			381
Total Comprehensive Income (Loss)	$	(10,127	)	$	(16,544	)	$	(19,310	)	$	(3,781	)

See accompanying notes to consolidated financial statements.

3335

Table of Contents

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (DEFICIT)

(in thousands)

	Members’Equity(Deficit)			AccumulatedOtherComprehensiveIncome (loss)			TotalMembers’Equity(Deficit)
Predecessor:
Balance at September 30, 2009	$	(44,888	)	$	7,241		$	(37,647	)
Cumulative effect of adoption of the uncertain tax position provisions of ASC 740, Income Taxes	300						300
Net loss	(4,162		)				(4,162		)
Other comprehensive income				381			381
Balance at February 16, 2010	$	(48,750	)	$	7,622		$	(41,128	)
Successor:
Members’ Investment	$	87,398					$	87,398
Net loss	(19,633		)				(19,633		)
Other comprehensive income				323			323
Balance at September 30, 2010	$	67,765		$	323		$	68,088
Members’ investment	$	950					$	950
Distribution	(30,900		)				(30,900		)
Repurchase of former members’ investment, net of distributions	(21		)				(21		)
Net loss	(16,158		)				(16,158		)
Other comprehensive loss				(386		)	(386		)
Balance at September 30, 2011	$	21,636		$	(63	)	$	21,573
Effect of establishing deferred tax liability on equipment contributed to PVC	(789		)				(789		)
Net loss	(11,582		)				(11,582		)
Other comprehensive income				1,455			1,455
Balance at September 30, 2012	$	9,265		$	1,392		$	10,657
Effect of establishing deferred tax liability on equipment contributed to PVC	(70		)				(70		)
Net loss	(15,307		)				(15,307		)
Other comprehensive income				(991		)	(991		)
Balance at September 30, 2013	$	(6,112	)	$	401		$	(5,711	)

See accompanying notes to consolidated financial statements.

3436

Table of Contents

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Successor									Predecessor
	Fiscal year ended September 30,
							February 17,			October 1,
	2013			2012			2011
	Fiscal year ended						2010 through			2009 through
Cash Flows From Operating Activities
	September 30,						September 30,			February 16,
Net loss	$	(15,307	)	$	(11,582	)	$	(16,158	)
	2012			2011			2010			2010
Adjustments to reconcile net loss to net cash provided by operating activities:
Cash Flows From Operating Activities
Depreciation	18,329			14,821			13,403
Net loss	$	(11,582	)	$	(16,158	)	$	(19,633	)	$	(4,162	)
Amortization of intangibles	1,296			1,298			1,305
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of deferred financing fees	1,949			1,966			1,331
Depreciation	14,821			13,403			7,459			3,115
Loss on disposal of plant and equipment	503			—			—
Amortization of intangibles	1,298			1,305			887			—
Noncash interest expense	—			—			668
Amortization of deferred financing fees	1,966			1,331			439			917
Noncash charges on extinguishment of debt	—			—			3,634
Previously deferred acquisition related costs	—			—			—			597
Deferred taxes	(253		)	53			983
Noncash interest expense	—			668			591			3,353
Changes in assets and liabilities:
Noncash charges on extinguishment of debt	—			3,634			—			—
Accounts receivable	(3,566		)	1,644			1,380
Unrealized foreign exchange rate gains	—			—			—			(346		)
Inventories	(2,064		)	451			(4,934		)
Deferred taxes	53			983			(6		)	(438		)
Prepaid expenses and other assets	(864		)	465			(503		)
Changes in assets and liabilities:
Accounts payable and accrued expenses	4,225			1,037			(3,034		)
Accounts receivable	1,644			1,380			(2,007		)	875
Accrued interest and bank fees	2			(39		)	6,904
Inventories	451			(4,934		)	6,997			(960		)
Other	(207		)	(101		)	67
Prepaid expenses and other assets	465			(503		)	(526		)	738
Net cash provided by operating activities	4,043			10,013			5,046
Accounts payable and accrued expenses	1,037			(3,034		)	2,648			(3,864		)
Cash Flows From Investing Activities
Accrued interest and bank fees	(39		)	6,904			—			—
Purchase of property, plant and equipment	(11,741		)	(9,619		)	(8,387		)
Other	(101		)	67			(110		)	91
Proceeds from sale of plant and equipment	2,687			—			—
Net cash provided by (used in) operating activities	10,013			5,046			(3,261		)	(84		)
Net cash used in investing activities	(9,054		)	(9,619		)	(8,387		)
Cash Flows From Investing Activities
Cash Flows From Financing Activities
Purchase of property, plant and equipment	(9,619		)	(8,387		)	(6,028		)	(2,379		)
Members' investment	—			—			950
Acquisition, net of cash	—			—			(166,425		)	—
Members' distribution	—			—			(30,900		)
Net cash used in investing activities	(9,619		)	(8,387		)	(172,453		)	(2,379		)
Repurchase of stockholder investment	—			—			(21		)
Cash Flows From Financing Activities
Repayments of revolving line of credit	(64,947		)	(69,871		)	(72,767		)
Members' investment	—			950			75,000			—
Proceeds from revolving line of credit	70,437			69,367			61,538
Members' distribution	—			(30,900		)	—			—
Proceeds from issuance of debt obligations	—			—			150,000
Repurchase of stockholder investment	—			(21		)	—			—
Repayments of other debt obligations	(159		)	(169		)	(95,918		)
Repayments of revolving line of credit	(69,871		)	(72,767		)	(49,947		)	—
Payment of bank and other related loan fees	—			(16		)	(9,668		)
Proceeds from revolving line of credit	69,367			61,538			61,680			4,656
Net cash provided by (used in) financing activities	5,331			(689		)	3,214
Proceeds from issuance of debt obligations	—			150,000			95,229			364
Net increase (decrease) in cash	320			(295		)	(127		)
Repayments of other debt obligations	(169		)	(95,918		)	(1,433		)	(523		)
Effect of foreign currency translation adjustment	(54		)	52			5
Payment of bank and other related loan fees	(16		)	(9,668		)	(3,548		)	(371		)
Cash - beginning of period	913			1,156			1,278
Net cash (used in) provided by financing activities	(689		)	3,214			176,981			4,126
Cash - end of period	$	1,179		$	913		$	1,156
Net (decrease) increase in cash	(295		)	(127		)	1,267			1,663
Effect of foreign currency translation adjustment	52			5			11			(54		)
Cash - beginning of period	1,156			1,278			—			318
Cash - end of period	$	913		$	1,156		$	1,278		$	1,927

See accompanying notes to consolidated financial statements.

3537

Table of Contents

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Successor						Predecessor
	Fiscal year ended September 30,
					February 17,		October 1,
	2013		2012		2011
	Fiscal year ended				2010 through		2009 through
Supplemental Disclosure of Cash Flow Information
	September 30,				September 30,		February 16,
Interest paid	$	17,631	$	17,675	$	7,263
	2012		2011		2010		2010
Income taxes paid	$	3,076	$	1,955	$	1,876
Supplemental Disclosure of Cash Flow Information
Interest paid	$	17,675	$	7,263	$	5,201	$	3,805
Income taxes paid	$	1,955	$	1,876	$	263	$	48

See accompanying notes to consolidated financial statements.

3638

Table of Contents

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)


Note 1.	Summary of Significant Accounting Policies

Basis of Presentation

Pretium Packaging, L.L.C. (the “Company”) was formed in 1998 (its origins date back to 1992) as a Delaware limited liability company for the purpose of acquiring and operating plastics manufacturing related businesses.

On February 16, 2010, all of the Company’s operations were acquired by Pretium Intermediate Holding, LLC. (the “Acquisition”), a newly formed Delaware corporation for the purpose of the Acquisition. This transaction was accounted for as a business combination, which required an allocation of the total consideration to the identifiable assets and liabilities measured at fair value at the acquisition date. The Company is now a wholly owned subsidiary of Pretium Intermediate Holding, LLC (“Pretium Intermediate”), which is a wholly owned subsidiary of Pretium Holding, LLC (“Pretium Holding”).

AsAt aSeptember ~~result~~30, of2013, ~~this~~the ~~transaction~~Company conducted its business from its corporate headquarters in Chesterfield, ~~all~~Missouri, ~~references~~with nine manufacturing plants in ~~these~~the ~~consolidated~~United ~~financial~~States ~~statements~~and totwo in Canada (Pretium Canada), although the Company ~~before~~expects ~~February~~to 16complete the closure of our Pointe Claire, ~~2010~~Quebec, ~~shall~~Canada befacility ~~referred~~during tothe asfirst ~~"Predecessor"~~quarter of fiscal 2014. ~~All~~ ~~references~~The inCompany ~~these~~manufactures ~~consolidated~~a ~~financial~~variety ~~statements~~of toinjection blow molded (“IBM”), extrusion blow molded (“EBM”), injection stretch blow molded (“SBM”) and injection molded plastic bottles, jars, containers, preforms, and closures. Substantially all of the Company’s ~~after~~workforce ~~February~~at ~~16,~~its ~~2010~~Canadian ~~shall~~facilities beis ~~referred~~employed tounder ascollective ~~"Successor"~~bargaining agreements.

At September 30, 2012, the Company conducted its business from its corporate headquarters in Chesterfield, Missouri, with nine manufacturing plants in the United States and two in Canada (Pretium Canada). The Company manufactures a variety of injection blow molded (“IBM”), extrusion blow molded (“EBM”), injection stretch blow molded (“SBM”) and injection molded plastic bottles, jars, containers, preforms, and closures. Substantially all of the Company’s workforce at its Canadian facilities is employed under collective bargaining agreements.

The accompanying consolidated financial statements reflect the operations of the Company and its subsidiaries.

Principles of Consolidation

The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

Estimates and Assumptions

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates that affect the consolidated financial statements include, but are not limited to, recoverability of inventories, collectability of accounts receivable, useful lives of property, plant, and equipment related to depreciation periods, valuation of goodwill and intangible assets, and realizability of deferred tax assets.

Cash Equivalents

The carrying amount of cash and cash equivalents approximates their fair value. The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants trade credit to its customers, which primarily are manufacturers of personal care products, food, household chemicals, lawn and garden products, and industrial chemical products, and to bottle distributors that sell to such manufacturers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. The Company maintains allowances for doubtful accounts for estimated losses resulting from customers’ potential failure to make payments. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. Such estimate is based on historical experience and known specific factors associated with such customers.

3739

Table of Contents

Inventories

Inventories include material, labor and overhead and are stated at the lower of cost or market with cost determined by the average cost method. The Company utilizes historical experience and any other known specific factors, such as future demand and market conditions, to provide estimated reserves for excess and obsolete inventory. If actual market conditions deteriorate, additional inventory reserves may be recorded.

Property, Plant, and Equipment

Property, plant, and equipment are carried at cost, less accumulated depreciation, using the straight line method. ~~For~~Buildings ~~the Successor periods, buildings~~ and improvements are depreciated over 20 years, machinery and equipment over 5 to 7 years, and molds over 5 years. Leasehold improvements are amortized over the shorter of the lease term or the useful life of the improvements. For the Predecessor periods, buildings and improvements were depreciated over 15 to 31.5 years, machinery and equipment over 3 to 10 years, and molds over 5 years. Leasehold improvements were amortized over the shorter of the lease term or the useful life of the improvements. Depreciation and amortization are included in cost of sales and within operating expenses in the Consolidated Statements of Operations based on the use of the assets.

Goodwill and Other Indefinite-Lived Intangible Assets

We account for goodwill and other indefinite-lived intangible assets in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 350, Goodwill and Other Intangible Assets. In accordance with ASC 350, intangible assets deemed to have indefinite lives and goodwill are not subject to amortization but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired or that there is a probable reduction in the fair value of a reporting unit below its aggregate carrying value. ~~The~~We ~~Company~~perform ~~performs~~ the impairment test of the carrying values of ~~its~~our goodwill and indefinite-lived intangible assets at the reporting unit level during the second quarter of each fiscal year using balances as of December 31.

~~The~~If ~~goodwill~~qualitative ~~impairment~~factors ~~test~~indicate ~~involves~~that ait is more likely than not that the fair value of our reporting unit is less than its carrying amount, the two-step ~~process~~impairment test is performed. The first step involves comparing the estimated fair value of the reporting unit with its aggregate carrying value, including goodwill. If the reporting unit’s aggregate carrying value exceeds its estimated fair value, ~~the~~we ~~Company~~perform ~~performs~~ the second step of the goodwill impairment test. The second step involves comparing the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill to measure the amount of impairment loss, if any.

As a result of these tests, we recorded no impairment charges for the fiscal ~~year~~years ended September 30, 2013, 2012 and 2011.

Impairment of Long-Lived Assets

The Company records impairment losses on long-lived assets used in operations or expected to be disposed of when events and circumstances indicate that the assets might be impaired and when those assets are expected to generate undiscounted cash flows that would be less than their carrying amounts in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets. NoIn ~~indicators~~conjunction with the announced closure of our Pointe Claire, Quebec operations in July 2013, the Company identified an interim impairment ~~existed~~indicator related to the expectation that certain property and equipment at ~~September~~the ~~30,~~facility ~~2012~~would be sold or disposed of before the end of its previously estimated useful life. The Company performed the ASC 360-10 test for recoverability and ~~2011~~determined that the undiscounted cash flows associated with the disposal group exceeded the carrying amount and the assets were recoverable. No additional impairment indicators existed as of September 30, 2013.

Deferred Financing Fees

Deferred financing fees are amortized using the straight line method, which approximated the effective interest method over the respective loan periods. On March 31, 2011 the Company refinanced its outstanding debt, as further discussed in Note 6. As a result of the refinancing, the ~~company~~Company recognized a $5.5 million loss on the extinguishment of debt, of which $2.8 million represented the write off of net deferred financing costs, and $0.8 million represented the write-off of original issue discount associated with the previously outstanding debt. The remaining loss represents the payment of prepayment penalties and other related costs.

During the year ended September 30, 2011, the Company capitalized costs of $9.7 million related to financing fees paid in conjunction with its debt refinancing. The amortization of deferred financing fees was $1.9 million, $2.0 million and $1.3 million ~~for~~during the fiscal years ended September 30, 2013, 2012, and 2011, respectively, and ~~$0.4 million for the period from February 17, 2010 to September 30, 2010, and~~ is included in interest expense in the accompanying consolidated statement of operations. Amortization was $0.9 million for the period from October 1, 2009 to February 16, 2010, and is included in bank related loan costs in the accompanying consolidated statement of operations. The effect of the change in presentation of amortization expense was not material to the consolidated statements of operations.

3840

Table of Contents

Income Taxes

The Company is a limited liability company. For income tax purposes, it is considered a pass-through tax entity. Accordingly, it is generally not subject to federal or state income taxes, except for certain states in which it conducts business, and no provision for income taxes has been made in these consolidated financial statements other than for certain subsidiaries which are Subchapter C Corporations.

For those subsidiaries, the Company accounts for income taxes in accordance with the asset and liability based approach. Under that approach, deferred income tax assets and liabilities are determined based on the difference between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when such differences are expected to reverse. A valuation allowance is recorded, if necessary, to reduce deferred tax assets to their estimated realizable value.

The Company has adopted FASB ASC 740, Income Taxes, which creates a single model to address accounting for uncertainty in tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The Company recognized the effects of the adoption of the cumulative effect of accounting for uncertainty in tax positions within ASC 740 in its Consolidated Statement of Changes in Members’ Equity for the Predecessor period ended February 16, 2010 of $0.3 million.

Foreign Operations

The Company’s functional currency is the U.S. Dollar, except for Pretium Canada, whose functional currency is the Canadian Dollar. Results of operations and cash flows are generally translated at average exchange rates during the period and reflected as gains or losses from foreign currency exchange rates. Assets and liabilities are translated at end of period exchange rates at the stated month end exchange rate. Translation adjustments resulting from this process are reported as a component of members’ equity (deficit).

Transaction gains and losses that arise from exchange rate fluctuations on transactions and balances denominated in a currency other than the functional currency are generally included in the results of operations as incurred. Foreign currency transaction losses (gains) included in operations amounted to $0.032 million, $(0.~~26)~~03 million, $(0.203) million, ~~and $(0.58) million,~~ during the fiscal years ended September 30, ~~2012 and 2011~~2013, ~~and during the periods from February 17~~2012, ~~2010 to September 30, 2010~~ and ~~October 1~~2011, ~~2009 to February 16, 2010,~~ respectively.

Comprehensive Income (Loss)

The Company classifies its accumulated other comprehensive income (loss), which is comprised solely of cumulative foreign currency translation adjustments, as a separate component of members’ equity (deficit).

Fair Value of Financial Instruments and Other Intangibles

The Company measures fair value in accordance with accounting guidance that requires an entity to base fair value on an exit price and maximize the use of observable inputs and minimize the use of unobservable inputs when determining an exit price. Fair value is the price to sell an asset or transfer a liability between market participants at the measurement date. Fair value measurements assume the asset or liability is exchanged in an orderly manner; the exchange is in the principal market for that asset or liability (or in the most advantageous market when no principal market exists); and the market participants are independent, knowledgeable, able and willing to transact an exchange.

As described above, the Company evaluates its intangible and long-lived assets for impairment or recoverability and, if necessary, measures their fair value. Such fair value is determined in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, using unobservable inputs or an income approach, which represent Level 3 inputs under FASB ASC 820.

Revenue Recognition

Revenue is recognized from product sales when there is persuasive evidence of an arrangement, the price is fixed or determinable, the goods are shipped and the title and risk of loss pass to the customer, and collectability is reasonably assured. The Company records shipping and handling costs charged to customers in net sales, with the related expense recorded in cost of sales. Sales are recorded net of discounts, allowances and returns. Sales allowances are recorded as a reduction to sales in accordance with guidance under FASB ASC 605-50, Customer Payments and Incentives. The Company passes resin cost

3941

Table of Contents

of sales. Sales are recorded net of discounts, allowances and returns. Sales allowances are recorded as a reduction to sales in accordance with guidance under FASB ASC 605-50, Customer Payments and Incentives. The Company passes resin cost adjustments to customers in the form of price adjustments on future quantities sold, typically subject to a one to four month timing delay, and there are no unbilled amounts reflected in the financial statements.

Restructuring ~~Expenses~~ Costs

The Company accounts for costs incurred in connection with the closure and consolidation of facilities and functions in accordance with FASB ASC 420, Exit or Disposal Cost Obligations; and ASC 805, Business Combinations. Such costs include employee termination benefits (one-time arrangements and benefits attributable to prior service); termination of contractual obligations; the write-down of current and long-term assets to the lower of cost or fair value; and other direct incremental costs including relocation of employees, inventory and equipment.

Research & Development

Research and development expenditures are expensed as incurred. Substantially all engineering and development costs are related to developing new products or designing significant improvements to existing products or processes. Costs primarily include salaries and benefits, facility costs and outside services and have not been material for the periods presented.

Recently Adopted Accounting Pronouncements

In ~~June~~July ~~2011~~2012, the FASB issued ASU No. ~~2011~~ 2012-0502, ~~Comprehensive~~Testing ~~Income~~Indefinite-Lived ~~(Topic~~Intangible ~~220)~~Assets –for ~~Presentation~~Impairment ~~of Comprehensive Income~~ (“ASU ~~2011~~2012-0502”). ~~This~~ASU ~~update~~2012-02 ~~requires~~amends ~~that~~existing ~~the~~guidance ~~components~~by ofgiving ~~net~~an ~~income,~~entity the ~~components~~option ofto ~~other~~first ~~comprehensive~~assess ~~income~~qualitative ~~and~~factors ~~the~~to ~~total~~determine ofwhether ~~comprehensive~~it ~~income~~is bemore ~~presented~~likely asthan anot ~~single~~that ~~continuous~~the ~~financial~~fair ~~statement~~value ~~or in two separate but consecutive statements. The option~~ of ~~presenting~~an ~~other~~indefinite-lived ~~comprehensive~~intangible ~~income~~asset inis ~~the~~less ~~statement~~than ofits ~~stockholders’~~carrying ~~equity is eliminated~~amount. ~~This~~The ~~update~~more-likely-than-not ~~also~~threshold ~~requires~~is ~~the~~defined ~~presentation~~as onhaving ~~the~~a ~~face~~likelihood of ~~the~~more ~~financial~~than ~~statements~~50 ofpercent. ~~reclassification~~If ~~adjustments~~an ~~for~~entity ~~items~~determines that ~~are~~it ~~reclassified~~is ~~from~~more ~~other~~likely ~~comprehensive~~than ~~income~~not tothat ~~net income in~~ the ~~statements~~fair ~~where~~value ~~the components~~ of ~~net~~an ~~income~~indefinite-lived ~~and~~intangible ~~the~~asset ~~components~~is ofless ~~other~~than ~~comprehensive~~its ~~income~~carrying ~~are presented. In December 2011~~amount, ~~the~~then ~~FASB issued ASU 2011-12, which deferred~~ the ~~guidance~~performance ~~on whether to require entities to present reclassification adjustments out~~ of ~~accumulated other comprehensive income by component in both~~ the ~~statement~~quantitative ~~where~~impairment ~~net~~test, ~~income~~as iscurrently ~~presented~~prescribed ~~and~~by ~~the~~ASC ~~statement~~Topic ~~where~~350-30, ~~other comprehensive income~~ is ~~presented for both interim and annual financial statements~~required. ASU ~~2011-12~~ ~~reinstated the requirements for the presentation of reclassifications that were in place prior to the issuance of ASU 2011~~2012-0502 ~~and~~is ~~did not change the~~ effective ~~date~~ for ~~ASU~~annual ~~2011-05. For public entities, the amendments in ASU 2011-05~~ and ~~ASU~~interim ~~2011-12~~impairment ~~are~~tests ~~effective~~performed for fiscal years, ~~and interim periods within those years,~~ beginning after ~~December~~September 15, ~~2011~~2012, ~~and~~with ~~should~~early beadoption ~~applied retrospectively~~permitted. The adoption of this guidance in fiscal ~~2012~~2013 ~~concerned disclosure only and~~ did not have an impact on the Company's consolidated financial position, or results of operations and related disclosures.

In ~~January~~September ~~2010~~2011, the FASB issued ASU No. ~~2010~~2011-0608, ~~Fair~~Testing ~~Value~~for ~~Measurements~~Goodwill ~~and~~Impairment ~~Disclosures~~ (~~Topic 820) – Improving Disclosures about Fair Value Measurements (~~“ASU ~~2010~~2011-0608”). ~~This~~ASU ~~update~~2011-08 ~~requires~~amends ~~the~~existing ~~following~~guidance ~~new~~by ~~disclosures:~~giving ~~(i)~~an entity the ~~amounts~~option ofto ~~significant~~first ~~transfers~~assess inqualitative ~~and~~factors ~~out~~to ofdetermine ~~Level~~whether 1it ~~and~~is ~~Level~~more 2likely ~~fair~~than ~~value~~not ~~measurements~~that ~~and~~the afair ~~description~~value of ~~the~~a ~~reasons~~reporting ~~for~~unit ~~the~~is ~~transfers;~~less ~~and~~than ~~(ii)~~its acarrying ~~reconciliation~~amount. ~~for~~The ~~fair~~more-likely-than-not ~~value~~threshold ~~measurements~~is ~~using~~defined ~~significant~~as ~~unobservable~~having ~~inputs~~a ~~(Level~~likelihood ~~3),~~of ~~including~~more ~~separate~~than ~~information~~50 ~~about~~percent. ~~purchases,~~If ~~sales,~~an ~~issuances,~~entity ~~and~~determines ~~settlements.~~that ~~The~~it ~~update~~is ~~also~~more ~~clarifies~~likely ~~existing~~than ~~requirements~~not ~~about~~that the fair value ~~measurement~~of ~~disclosures~~a ~~and~~reporting ~~disclosures~~unit ~~about~~is ~~inputs~~less ~~and~~than ~~valuation~~its ~~techniques.~~carrying ~~The~~amount, ~~new~~then ~~disclosures~~the ~~and~~performance ~~clarifications~~ of ~~existing~~the ~~disclosures~~two-step ~~were~~goodwill ~~effective~~impairment ~~for~~test, ~~interim~~as ~~and~~currently ~~annual~~prescribed ~~reporting~~by ~~periods~~ASC ~~beginning~~Topic ~~after~~350, ~~December~~is ~~15,~~required. ~~2009,~~ASU ~~except~~2011-08 ~~for~~is ~~the~~effective ~~reconciliation~~for ofannual ~~Level~~and 3interim ~~activity,~~goodwill ~~which~~impairment ~~was~~tests ~~effective~~performed for ~~the~~fiscal ~~Company~~years inbeginning ~~the~~after ~~first~~December 15, ~~quarter~~2011, ofwith ~~2012~~early adoption permitted. The adoption of this ~~update~~guidance in fiscal ~~2012~~2013 ~~concerned disclosure only and~~ did not have an impact on the Company's consolidated financial position, or results of operations and related disclosures.

Recently Issued Accounting Pronouncements

In ~~September~~February ~~2011~~2013, the FASB issued ASU No. ~~2011~~2013-0802, ~~Testing~~Comprehensive ~~for~~Income ~~Goodwill Impairment~~ (“"ASU ~~2011~~2013-~~08”~~02"). ASU ~~2011~~2013-0802 ~~amends~~requires ~~existing guidance by giving~~ an entity ~~the option~~ to ~~first~~provide ~~assess~~information ~~qualitative~~about ~~factors to determine whether it is more likely than not that~~ the ~~fair~~amounts ~~value~~reclassified out of aaccumulated ~~reporting~~other ~~unit~~comprehensive isincome ~~less~~by ~~than its carrying amount~~component. ~~The~~In ~~more-likely-than-not~~addition, ~~threshold is defined as having a likelihood of more than 50 percent. If~~ an entity ~~determines that it~~ is ~~more~~required ~~likely~~to ~~than~~present, ~~not~~either ~~that~~in the ~~fair~~consolidated ~~value~~statements of aoperations ~~reporting~~or ~~unit~~in ~~is less than its carrying amount, then~~ the ~~performance of the two-step goodwill impairment test~~notes, as currently prescribed by ASC Topic 350, is required. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company does not currently expect the adoption of this update in fiscal 2013 will have a significant ~~effect~~amounts ~~on its consolidated financial statements and related disclosures.~~

4042

Table of Contents

Inreclassified ~~July~~out ~~2012,~~of ~~the~~accumulated ~~FASB~~other ~~issued~~comprehensive ~~ASU~~income ~~No.~~by ~~2012-02,~~the ~~Testing~~respective ~~Indefinite-Lived~~line ~~Intangible~~items ~~Assets~~of ~~for~~net ~~Impairment~~income, ~~(“ASU~~but ~~2012-02”).~~only ~~ASU~~if ~~2012-02~~the ~~amends~~amount ~~existing~~reclassified ~~guidance~~is byrequired ~~giving~~to anbe ~~entity~~reclassified ~~the option~~ to ~~first~~net ~~assess~~income ~~qualitative~~in ~~factors~~its toentirety ~~determine~~in ~~whether~~the itsame isreporting ~~more~~period. ~~likely~~For ~~than~~other ~~not~~amounts that ~~the~~are ~~fair~~not ~~value~~required ofto anbe ~~indefinite-lived~~reclassified ~~intangible~~in ~~asset~~their isentirety ~~less~~to ~~than~~net ~~its~~income, ~~carrying~~an ~~amount.~~entity ~~The~~is ~~more-likely-than-not~~required ~~threshold~~to iscross-reference ~~defined~~to asother ~~having~~disclosures arequired ~~likelihood~~that ofprovide ~~more~~additional ~~than~~detail 50about ~~percent~~those amounts. IfThese anamendments ~~entity~~are ~~determines~~only ~~that~~disclosure itrelated isand ~~more~~will ~~likely than~~ not ~~that~~have ~~the fair value of~~ an ~~indefinite-lived~~impact ~~intangible~~on ~~asset~~our isfinancial ~~less than its carrying amount~~position, ~~then~~results ~~the performance~~ of ~~the quantitative impairment test~~operations, ascomprehensive ~~currently~~income ~~prescribed~~or bycash ~~ASC~~flows. ~~Topic~~The ~~350-30,~~disclosures is required. by ASU ~~2012~~2013-02 isare ~~effective~~required for ~~annual~~public ~~and~~entities ~~interim impairment tests performed~~ for ~~fiscal~~annual ~~years~~periods beginning after ~~September~~December 15, 2012, ~~with~~and ~~early~~interim ~~adoption~~periods ~~permitted~~within those years. The Company does not currently expect the adoption of this update in fiscal ~~2013~~2014 ~~will~~to have aany ~~significant~~ effect on its consolidated financial statements and related disclosures.

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740) — Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. ASU 2013-11 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption and retrospective application permitted. The Company does not currently expect the adoption of this update in fiscal 2015 to have a significant effect on its consolidated financial statements and related disclosures.


Note 2.	Accounts Receivable

Accounts receivable at September 30, ~~2012~~2013 and ~~2011~~2012 consist of the following:

	September 30,2012			September 30,2011
	September 30,2013			September 30,2012
Accounts Receivable	$	2428,~~879~~148		$	2624,~~297~~879
Less: allowance for doubtful accounts	(~~716~~611		)	(~~754~~716		)
Accounts receivable net of allowances	$	2427,~~163~~537		$	2524,~~543~~163

The allowance for doubtful accounts activity for the fiscal years ended September 30, 2013, 2012 and 2011, ~~and for the periods October 1, 2009 through February 16, 2010 and February 17, 2010 through September 30, 2010,~~ was as follows:

	Successor						Predecessor
	Fiscal year ended September 30,
					February 17,		October 1,
Allowance for doubtful accounts:	2013		2012		2011
	Fiscal year ended				2010 through		2009 through
Balance at beginning of Period	716		754		1,845
	September 30,				September 30,		February 16,
Charged to costs and expenses	127		206		132
Allowance for doubtful accounts:	2012		2011		2010		2010
Deductions	(232	)	(244	)	(1,223	)
Balance at beginning of Period	754		1,845		796		774
Balance at end of period	611		716		754
Charged to costs and expenses	206		132		542		88
Charged to other accounts (a)	—		—		510		—
Deductions	(244	)	(1,223	)	(3	)	(66	)
Balance at end of period	716		754		1,845		796

(a) Reflects opening reserve balance resulting from the PVC Acquisition.


Note 3.	Inventories

Inventories, stated at lower of cost or market, consisted of the following at September 30, ~~2012~~2013 and ~~September 30, 2011~~2012:

	September 30, 2012		September 30, 2011
	September 30, 2013		September 30, 2012
Finished goods	$	1213,~~475~~699	$	12,~~849~~475
Raw materials	1112,~~420~~060		11,~~168~~420
Inventories	$	2325,~~895~~759	$	2423,~~017~~895

4143

Table of Contents


Note 4.	Property, Plant, and Equipment, Net

Property, plant, and equipment at September 30, ~~2012~~2013 and ~~2011~~2012 consist of the following:

	September 30, 2012			September 30, 2011
	September 30, 2013			September 30, 2012
Land	$	21,~~120~~645		$	2,120
Buildings and improvements	2421,~~962~~538			2324,~~549~~962
Machinery and equipment	5460,~~469~~336			4854,~~805~~469
Molds	2428,~~866~~674			2124,~~635~~866
Capital improvements in progress	12,~~794~~741			1,~~790~~794
Property, plant and equipment, gross	~~108~~114,~~211~~934			97108,~~899~~211
Accumulated depreciation	(3552,~~801~~971		)	(2035,~~727~~801		)
Property, plant and equipment, net	$	7261,~~410~~963		$	7772,~~172~~410

Depreciation expense was $18.3 million, $14.8 million and $13.4 million ~~for~~during the fiscal years ended September 30, 2013, 2012 and 2011, respectively. ~~Depreciation~~The ~~expense was~~ $718.53 million ~~and~~of ~~$3.1~~depreciation ~~million~~expense ~~for~~recognized during the ~~periods~~fiscal ~~from~~year ~~February~~ended 17September 30, ~~2010~~2013 included $2.1 million of accelerated depreciation related to ~~September~~the ~~30,~~announced ~~2012~~closure ~~and~~of ~~October~~the 1Pointe Claire, ~~2009~~Quebec ~~through~~manufacturing ~~February~~facility ~~16,~~as ~~2010,~~discussed ~~respectively.~~in Note 12.


Note 5.	Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for years ended September 30, ~~2012~~2013 and ~~2011~~2012 are presented in the table below:

	September 30, 2012			September 30, 2011
	September 30, 2013			September 30, 2012
Beginning balance	$	40,~~354~~561		$	40,~~413~~354
Currency translation adjustment	~~207~~(153		)	~~(59~~207		)
Ending balance	$	40,~~561~~408		$	40,~~354~~561

The Company performs the annual impairment test of the carrying values of its goodwill as of December 31 of each fiscal year. Under the impairment test, if the reporting unit's aggregate carrying value exceeds its estimated fair value, goodwill impairment is recognized to the extent that the reporting unit's carrying amount of goodwill exceeds the implied value of the goodwill.

The Company completed its annual impairment test of the carrying value of its goodwill as of December 31, ~~2011~~2012 and concluded there was no impairment. In performing its goodwill impairment test, the Company determined the estimated fair value of its reporting unit utilizing a combination of the market approach (weighted at 25% for the comparable company method and 25% for the reference transactions method) and the income approach (weighted at 50%). The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach makes use of unobservable factors, and the key assumptions that impact the calculation of fair value, including the Company's estimates of the projected revenues, cash flows and a discount rate applied to such cash flows. In developing projected revenues and cash flows, the Company considered available information including, but not limited to, its short-term internal forecasts, historical results, anticipated impact of implemented restructuring initiatives, and its expectations about the strength of the current economy. In addition, the Company forecasted sales growth to trend up to an inflationary growth rate of 53% per annum by fiscal ~~2013~~2014 and beyond. The determination of the discount rate was based on the weighted-average cost of capital with the cost of equity determined using the capital asset pricing model (“CAPM”). The CAPM uses assumptions such as a risk-free rate, an equity risk premium and a small stock premium. These assumptions were derived from publicly available information. Therefore, the Company believes its assumptions are reflective of the assumptions made by market participants.

4244

Table of Contents

In order to evaluate the sensitivity of the fair value calculation on the goodwill impairment testing, the Company applied a hypothetical 10% decrease to the fair value of the reporting unit, which it believes represented a reasonably possible change at the time of the test. This hypothetical 10% decrease did not change the results of the Company's impairment testing.

Other Intangible Assets

The following table presents the gross carrying amount and accumulated amortization of other intangible assets at September 30, 2013:



	Gross carrying amount		Weighted average amortization period	Accumulated Amortization		Currency Translation Adjustment	Net Book Value
Customer relationships	$	25,800	20 years	(4,706	)	73	$	21,167
Trademarks	12,280		Indefinite	(80	)	36	12,236
Total	$	38,080		(4,786	)	109	$	33,403

The following table presents the gross carrying amount and accumulated amortization of other intangible assets at September 30, 2012:

	Gross carrying amount		Weighted average amortization period	Accumulated Amortization			~~Currency Translation Adjustment~~	Currency Translation Adjustment		~~Net Book Value~~		Net Book Value
Customer relationships	$	25,800	20 years	~~(3,410~~$	)(3,410	)	~~246~~	$	246	$	~~22,636~~	$	22,636
Trademarks	12,280		Indefinite	(80	)	)	~~174~~	174		~~12,374~~		12,374
Total	$	38,080		~~(3,490~~$	)(3,490	)	~~420~~	$	420	$	~~35,010~~	$	35,010

The ~~following~~Company ~~table~~completed ~~presents~~its ~~the~~annual ~~gross~~impairment test of the carrying ~~amount~~value ~~and~~of ~~accumulated~~its ~~amortization~~indefinite lived trademarks as of ~~other~~December ~~intangible~~31, ~~assets~~2012 atand ~~September 30~~concluded there was no impairment. In performing its impairment test, ~~2011:~~the Company determined the estimated fair value of its trademarks utilizing the relief from royalties method.

	Gross carrying amount		Weighted average amortization period	Accumulated Amortization			Currency Translation Adjustment			Net Book Value
Customer relationships	$	25,800	20 years	$	(2,112	)	$	(1	)	$	23,687
Trademarks	12,280		Indefinite	(80		)	(13		)	12,187
Total	$	38,080		$	(2,192	)	$	(14	)	$	35,874

The Company completed its annual impairment test of the carrying value of its indefinite lived trademarks as of December 31, 2011 and concluded there was no impairment. In performing its impairment test, the Company determined the estimated fair value of its trademarks utilizing the relief from royalties method.

Customer relationships are amortized over 20 years. The accumulated amortization related to the Trademarks is related to the subsequent amortization of the PVC trademarks. The Pretium trademark is not amortized and has an indefinite useful life.

Amortization expense was $1.3 million during the each of the years ended September 30, 2013, 2012 and 2011. ~~Amortization~~The ~~expense~~estimated ~~was~~aggregate ~~$0.9~~amortization ~~million~~expense ~~during~~for each of the ~~period~~five ~~from~~succeeding ~~February 17,~~fiscal ~~2010~~years toas of September 30, ~~2010. There~~2013 ~~was~~is ~~no amortization expense during the period from October~~ $1,.3 ~~2009 through February 16, 2010~~million.

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of September 30, 2012 is $1.3 million .

Table of Contents


Note 6.	Long-term Debt

At September 30, ~~2012~~2013 and ~~2011~~2012, long-term debt obligations consisted of the following:

	September 30,		September 30,
	2012		2011
	2013		2012
Long-term debt:
Revolving line of credit	$	—	$	504
ABL Facility	$	5,490	$	—
11.5% senior secured notes	150,000		150,000
Senior Secured Notes	150,000		150,000
Total Senior Debt	~~150~~155,~~000~~490		150,~~504~~000
Other	~~184~~25		~~353~~184
Total long-term debt, including current maturities	~~150~~155,~~184~~515		150,~~857~~184
Current maturities of long-term debt	~~159~~25		~~169~~159
Total long-term debt, less current maturities	$	~~150~~155,~~025~~490	$	150,~~688~~025

On March 31, 2011, the Company refinanced the debt used to fund the Acquisition and the PVC Acquisition. As described further below, the Company, together with Pretium Finance, Inc. (“Pretium Finance”), its wholly-owned subsidiary, issued $150 million of 11.5% Senior Secured Notes due April 1, 2016 and entered into an ABL Facility (the “ABL Facility”) of $25 million in order to fund the refinancing (the “Refinancing”). The ABL Facility entered into on March 31, 2011 was subsequently amended and restated on April 20, 2011, which reduced the Company's interest rates and increased its borrowing availability to $30 million, among other things. 45

~~Under~~Table ~~the terms~~ of ~~the Company’s debt agreements, at September 30, 2012, the scheduled interest rates and maturity dates were as follows:~~ Contents

	Interest rates	Scheduled maturity dates
Revolving line of credit	Prime plus 0.5% *	September 30, 2015
11.5% senior secured notes	11.5%	April 1, 2016

On March 31, 2011, the Company refinanced the debt used to fund the Acquisition and the PVC Acquisition. As described further below, the Company, together with Pretium Finance, Inc. (“Pretium Finance”), its wholly-owned subsidiary, issued $150.0 million of 11.5% Senior Secured Notes (the "Senior Secured Notes") due April 1, 2016 and entered into an ABL Facility (the “ABL Facility”) of $25 million in order to fund the refinancing (the “Refinancing”). The ABL Facility entered into on March 31, 2011 was subsequently amended and restated on April 20, 2011, which reduced the Company's interest rates and increased its borrowing availability to $30 million, among other things.

*Under ~~The~~the ~~revolving~~terms ~~line~~ of ~~credit~~the ~~also~~Company’s ~~has~~debt ~~interest~~agreements, ~~rate~~at ~~options~~September 30, ~~based~~2013, onthe ~~LIBOR~~scheduled ~~plus~~interest arates ~~margin~~and ofmaturity ~~1.5%.~~dates were as follows:



	Interest rates	Scheduled maturity dates
ABL Facility	Prime plus 0.5% *	September 30, 2015
Senior Secured Notes	11.5%	April 1, 2016


*	The revolving line of credit also has interest rate options based on LIBOR plus a margin of 1.5%. At September 30, 2013, the applicable rate under the prime and LIBOR options was 3.75% and 1.68%, respectively.

11.5% Senior Secured Notes

On March 31, 2011 the Company, together with Pretium Finance as co-issuer (together, the “Issuers”), issued $150 million in aggregate principal amount of 11.5% Senior Secured Notes due April 1, 2016 ~~(the “Senior Secured Notes”)~~. The Senior Secured Notes bear interest at a fixed annual rate of 11.5% from April 1, 2011, paid semi-annually, commencing October 1, 2011.

The Senior Secured Notes are guaranteed by all of the Company's subsidiaries other than Pretium Finance and are secured, subject to permitted liens and except for certain excluded assets, on a second priority basis by substantially all of the Issuers' and the guarantors' current future property and assets. The Senior Secured Notes and the guarantees are effectively junior to the Issuers' and the guarantors' obligations under the amended ABL Facility and will be effectively junior to any secured indebtedness that is either secured by assets that are not collateral for the Senior Secured Notes and the guarantees or secured by a prior lien on the collateral for the Senior Secured Notes and the guarantees, in each case, to the extent of the value of the assets securing such indebtedness. All of the Company's subsidiaries other than Pretium Finance are guarantors under the amended ABL Facility.

On or after April 1, 2014, the Issuers may redeem all or a part of the Senior Secured Notes at a redemption price not to exceed 105.75% plus accrued and unpaid interest and special interest, if any, to the redemption date. At any time prior to April 1, 2014, the Issuers may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes at a redemption price not to exceed 111.5% plus accrued and unpaid interest and special interest, if any, to the redemption date, with certain of the proceeds realized from the sale of any equity securities; provided, however, that at least 65% of the original principal of the Senior Secured Notes are outstanding immediately following the redemption. If the Issuers sell certain assets or experience specific kinds of changes of control, the Issuers must offer to repurchase the Senior Secured Notes.

Table of Contents

ABL Facility

As part of the Refinancing, the Company entered into a Credit Agreement, dated as of March 31, 2011, among the Company, certain subsidiaries of the Company as co-borrowers, Pretium Intermediate, the guarantors party thereto, Jefferies Finance LLC as administrative agent, collateral agent and issuing bank and the lenders party thereto.

On April 20, 2011, the Company entered into an Amended and Restated Credit Agreement, dated as of April 20, 2011, among the Company, certain subsidiaries of the Company as co-borrowers, Pretium Intermediate, the guarantors party thereto, PNC Bank, National Association as administrative agent, collateral agent and issuing bank and the lenders party thereto (the “Amended ABL Facility”).

The Amended ABL Facility provides senior secured financing of up to $30 million, subject to borrowing base and certain other restrictions on availability. The Amended ABL Facility includes a letter of credit and swingline subfacility. The Company, Novapak, Robb, Airopak Corporation, Novapak Corporation and Pretium Canada Company are the borrowers under the Amended ABL Facility. All of the Company's subsidiaries other than Pretium Finance are guarantors under the Amended ABL Facility.

The Amended ABL Facility matures on September 30, 2015. Subject to certain conditions, individual lenders may optionally agree to extend the maturity of their loans and the expiration of the commitments for up to one year.

Table of Contents

The Company is required to make mandatory prepayments under the Amended ABL Facility to the extent that the amount of obligations outstanding under the facility (including letters of credit) exceeds the borrowing limits set forth in the facility.

At the Company's request, additional loans in excess of the initial $30 million commitment amount may be made under the Amended ABL Facility at any time after the closing date until the new revolving credit facility matures. The making of any such loans is subject to customary conditions, including absence of defaults, minimum excess availability and obtaining commitments from lenders. However, any such additional loans would require the consent of the holders of the Senior Secured Notes if, after giving effect thereto, the Company would not be in compliance with the Amended ABL Facility limitation set forth in Section 4.09(b)(1) of the Indenture.

The Amended ABL Facility is secured by a first priority security interest in substantially all of the Company's and the guarantors' assets.

Borrowings under the Amended ABL Facility are made as Adjusted Base Rate Loans or Eurodollar Loans at the Company's election. The interest rate payable under Adjusted Base Rate Loans will be based upon an adjusted base rate (equal to the greater of (a) the Base Rate (Prime Rate per the Wall Street Journal) in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) except during the Eurodollar Unavailability Period, the Eurodollar Rate for a Eurodollar Loan with a one month interest period plus 1.0%; plus 0.50%). The interest rate payable under Eurodollar Loans will be based upon the published LIBOR rate; plus 1.50%. During continuance of certain events of default under the Amended ABL Credit Facility, a default rate of 2.0% per annum over the rate applicable to Adjusted Base Rate Loans may be imposed.

Interest is calculated on the basis of a 360-day year (365/366 day year with respect to base rate loans) and is payable monthly in arrears for base rate loans and at the end of each interest period for LIBOR loans (but not less frequently than quarterly).

The Amended ABL Facility contains certain customary fees, including letter of credit fees, an unutilized commitment fee, an annual administrative fee, and an upfront fee. Unutilized commitment fees of 0.25% per annum will accrue on undrawn commitments under the facility. The Amended ABL Facility also contains certain operating covenants which are subject to thresholds, qualifications and/ or exceptions in certain cases.

The Amended ABL Facility also requires the Company to achieve and maintain a minimum fixed charge coverage ratio if excess availability under the Amended ABL Facility is below a certain amount. In the event that the sum of excess availability and certain of the Company's cash is less than $3.75 million, the Company will be required to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 tested quarterly, at the end of a fiscal quarter. Unless certain conditions described therein have been satisfied, the Amended ABL Facility will generally prohibit prepayment of principal under the Senior Secured Notes whether upon default, acceleration or otherwise.

At September 30, ~~2012~~2013, the Company had no$5.5 million of outstanding borrowings. Letters of credit issued and outstanding at September 30, ~~2012~~2013 ~~was~~were $2.1 million and borrowing availability was $22.64 million. ~~Borrowing~~At ~~availability~~September 30, 2012, the Company had no outstanding borrowings. Letters of credit issued and outstanding at September 30, 2012 were $1.6 million and borrowing availability was $28.4 million.

Senior Credit Agreement

On February 16, 2010, and in connection with the Acquisition, the Company entered into a credit agreement with senior lenders (the “Senior Credit Agreement”) consisting of a revolving line of credit and a term note, and a note purchase agreement with secured subordinated lenders. At March 31, 2011 the Senior Credit Agreement was repaid and settled in full.

Table of Contents

Senior Subordinated Notes

On February 16, 2010 and in connection with the Acquisition, the Company issued $43.1 million aggregate principal amount of senior subordinated notes due 2016. The Company redeemed the secured subordinated notes in whole and the existing Letter of Credit on March 31, 2011 at a redemption price and recorded principal and accrued unpaid interest plus applicable premium.

Scheduled maturities of long-term debt under the debt agreements at September 30, ~~2012~~2013 are as follows:

	2013		2014		2015		2016		2017		Total
	2014		2015		2016		2017		2018		Total
Revolving line of credit	—		—5,490		—		—		—		—5,490
11.5% senior secured notes	—		—		—150,000		~~150,000~~		—		150,000
Other	~~159~~25		25—		—		—		—		~~184~~25
	$	~~159~~25	$	255,490	$	—150,000	$	~~150,000~~—	$	—	$	~~150~~155,~~184~~515

Table of Contents


Note 7.	Leases

The Company leases various equipment and facilities. Total rental expense was $4.6 million, $4.5 million and $4.7 million during the fiscal years ended September 30, 2013, 2012 and 2011, respectively. ~~Rental expense was $3.6 million and $2.1 million during the periods from February 17, 2010 through September 30, 2010 and October 1, 2009 through February 16, 2010, respectively.~~

Future minimum lease payments under all noncancelable operating leases with initial or remaining terms in excess of one year at September 30, ~~2012~~2013 are as follows:

	Total
Year:
2013	3,597
2014	3,150
2014	2,922
2015	3,068
2015	2,804
2016	2,766
2016	2,529
2017	2,358
2017	2,137
2018	157
Thereafter	—
Total minimum lease payments	$	1311,~~989~~499

Note 8. ~~401K~~401(k) Plan

The Company maintains a 401(k) defined contribution plan which covers all participating employees who have a minimum of ninety days of service. The Company provides a cash match benefit at the rate of 50% of the first 4% of the participating employees’ gross contributions. Employees become fully vested in the Company’s contribution after three years of service. ~~The~~During ~~Company’s contributions totaled $0.3 million and $0.4 million for~~ the fiscal years ended September 30, 2013, 2012 and 2011, ~~respectively.~~the ~~Contributions~~Company’s contributions totaled $0.23 million, ~~and~~ $0.13 million ~~for the periods from February 17, 2010 through September 30, 2010~~ and ~~October~~$0.4 1million, ~~2009 through February 16, 2010,~~ respectively.


Note 9.	Pretium Capital Structure

At September 30, ~~2012~~2013, the Company’s capital structure consisted of 1 share of its Class A Member units, held by Pretium Intermediate. Pretium Intermediate is 100% owned by Pretium Holding as of September 30, ~~2012~~2013. The membership units of Pretium Holding are designated Class A units, Class B-1 units, Class B-2 units and Class B-3 units. The Class A and B-2 units contain certain distribution and liquidation preferences, the Class B-1 units contain voting rights and the Class B-3 units are non-voting units intended for employees and directors.

As specified in the Company's Operating Agreement, voting rights are one voting unit for each unit registered in the name of such Member as shown on the Membership Registration maintained by the Company. Income and losses of the Company shall be allocated among the Members in proportion to each Member's respective percentage of voting units when compared with the total Units issued. The Company's cash flows shall first be applied to the payment of the Company's operating expenses (including debt service) and then to maintenance of adequate cash reserves as determined by the Board of Directors in its sole discretion, and shall be distributed from time to time to the Members in proportion to their respective percentage units. No member has the right to demand and receive any distribution from the Company other than in cash. No distribution shall be made if, as a result thereof, the Company would be in violation of any loan agreement, or if the Company's total assets would be less than the sum of its total liabilities. Transfer, disposition or encumbrance of membership units are subject to certain significant restrictions, including a restriction that prohibits disposals without approval by the Board of Directors.

46During the year ended September 30, 2013, in conjunction with the closure of the Pointe Claire, Quebec, Canada manufacturing facility, the Company made a capital contribution of property, plant, and equipment to Robb. Robb subsequently contributed this property to PVC. The Company is a pass through tax entity, and therefore no deferred tax positions were previously recognized for these assets. As part of this transaction, PVC, which is subject to income tax treatment, established a deferred tax liability of $0.1 million to reflect the difference between the tax basis and the book basis of the contributed property, which also decreased Members' equity by this amount.

During the year ended September 30, 2012, the Company made a capital contribution of property, plant, and equipment to Robb. Robb subsequently contributed this property to PVC. As part of this transaction, PVC established a deferred tax liability of $0.8 million to reflect the difference between the tax basis and the book basis of the contributed property, which also decreased Members' equity by this amount.

Table of Contents

member has the right to demand and receive any distribution from the Company other than in cash. No distribution shall be made if, as a result thereof, the Company would be in violation of any loan agreement, or if the Company's total assets would be less than the sum of its total liabilities. Transfer, disposition or encumbrance of membership units are subject to certain significant restrictions, including a restriction that prohibits disposals without approval by the Board of Directors.

During the year ended September 30, 2012, the Company made a capital contribution of property, plant, and equipment to Robb. Robb subsequently contributed this property to PVC. The Company is a pass through tax entity, and therefore no deferred tax positions were previously recognized for these assets. As part of this transaction, PVC, which is subject to income tax treatment, established a deferred tax liability of $0.8 million to reflect the difference between the tax basis and the book basis of the contributed property, which also decreased Members' equity by this amount.

During the year ended September 30, 2011, the Company received an investment from its sole member of 0.95 million.

On September 2, 2011, the Company repurchased 250 Class A and 250 Class B-3 membership units of Pretium Holding, LLC from a former executive who resigned in August 2011. The units were repurchased for ~~$21~~minimal consideration, which represented the value of the members' investment, net of distributions, at the termination date.

On March 31, 2011, in connection with the Refinancing (see Note 6), the Company distributed $30.9 million to Pretium Intermediate. Pretium Intermediate distributed the same amount to Pretium Holding, and Pretium Holding further distributed that amount to its Class A members in accordance with the terms of Pretium Holding's operating agreement.


Note 10.	Income Taxes

The Company is a pass-through tax entity and no provision, except for certain states in which it conducts business as well as certain subsidiary companies which are discussed further below, is made in the consolidated financial statements for income taxes. The following income tax items are related to the applicable subsidiary companies that are subject to income tax treatment:

	Successor									Predecessor
	Year ended September 30,
							February 17, 2010 through September 30,			October 1, 2009 through February 16,
	2013			2012			2011
	Year ended September 30,
U.S. loss	$	(6,882	)	$	(7,142	)	$	(13,251	)
	2012			2011			2010			2010
Non-U.S. loss	(6,498		)	(1,901		)	(949		)
U.S. loss	$	(7,142	)	$	(13,251	)	$	(20,420	)	$	(2,349	)
Total Loss	$	(13,380	)	$	(9,043	)	$	(14,200	)
Non-U.S. income (loss)	(1,901		)	(949		)	951			(2,178		)
Total Loss	$	(9,043	)	$	(14,200	)	$	(19,469	)	$	(4,527	)

Deferred taxes for the applicable subsidiary companies are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, operating loss and other tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.

47The components of income tax provision are as follows:

Table of Contents



	Year ended September 30,
	2013			2012		2011
Current:
Federal	$	1,686		$	2,009	$	636
State	503			499		329
International	—			—		—
Total Current	2,189			2,508		965
Deferred:
Federal	(262		)	31		993
International	—			—		—
Total Deferred	(262		)	31		993
Total	$	1,927		$	2,539	$	1,958

The components of income tax provision (benefit) are as follows:

	Successor							Predecessor
					February 17, 2010 through September 30,			October 1, 2009 through February 16,
	Year ended September 30,
	2012		2011		2010			2010
Current:
Federal	$	2,009	$	636	$	70		$	77
State	499		329		106			—
International	—		—		—			—
Total Current	2,508		965		176			77
Deferred:
Federal	31		993		(12		)	—
International	—		—		—			(442		)
Total Deferred	31		993		(12		)	(442		)
Total	$	2,539	$	1,958	$	164		$	(365	)

The effective tax rate for each of the periods presented differs from the statutory U.S. tax rate. This is primarily due to the Company’s pass-through entity treatment for tax purposes. In addition, for the Company’s taxable subsidiary operations, the effective tax rate differs due to the change in valuation allowance, state income taxes, and the lower statutory rates that apply to Pretium Canada’s operations.

	Successor						Predecessor
					February 17, 2010 through September 30,		October 1, 2009 through February 16,
	Year ended September 30,
	2012		2011		2010		2010
Statutory Federal income taxes	34	%	34	%	34	%	34	%
Losses passed through to Members	(54	)	(47	)	(36	)	(24	)
Canadian income taxes, net	—		—		—		(3	)
State income taxes, net	(3	)	1		—		(1	)
Non-deductible interest	—		—		—		(1	)
Change in valuation allowance	(5	)	(2	)	2		5
Other, net	—		—		—		(1	)
	(28	)%	(14	)%	0	%	9	%

Deferred income taxes for the Company’s taxable subsidiaries reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at September 30, 2012 and 2011 are as follows:

Table of Contents

	Year ended September 30,
	2012				2011
	2013			2012			2011
Deferred tax liabilities:
Statutory Federal income taxes	34	%		34	%		34	%
Tangible property & equipment	$	(7,869	)		$	(7,367	)
Losses passed through to Members	(31	)		(54	)		(47	)
Goodwill and other intangible assets	(6,480		)		(6,635		)
State income taxes, net	(1	)		(3	)		1
	(14,349		)		(14,002		)
Change in valuation allowance	(13	)		(5	)		(2	)
Deferred tax assets:
Other, net	(3	)		—			—
Accrued liabilities and reserves	909				898
	(14	)%		(28	)%		(14	)%
Accrued compensation	—				52
Inventory	107				55
Goodwill	789				739
Net operating loss carryforwards	7,140				7,166
	8,945				8,910
Valuation allowance	(3,537		)		(2,957		)
Total deferred tax assets	5,408				5,953
Net deferred tax liability	$	(8,941	)		$	(8,049	)
Current deferred tax asset	$	669			$	642
Long-term deferred tax liability	(9,610		)		(8,691		)
Net deferred tax liability	$	(8,941	)		$	(8,049	)

InDeferred ~~assessing~~income ~~the~~taxes ~~realization~~for ofthe ~~deferred~~Company’s ~~tax~~taxable ~~assets,~~subsidiaries ~~management~~reflect ~~considers whether it is more likely than not that some portion or all of~~ the ~~deferred~~ tax ~~assets~~effects ~~will not be realized. The ultimate realization~~ of ~~deferred~~temporary ~~tax~~differences ~~assets~~between ~~is dependent upon~~ the ~~scheduled~~carrying ~~reversal~~amounts of ~~deferred~~assets ~~tax~~and liabilities ~~and~~for ~~generation~~financial ofreporting ~~future~~purposes ~~taxable~~and ~~income during~~ the ~~periods~~amounts inused ~~which~~for ~~the~~income ~~deferred~~ tax ~~assets become deductible~~purposes. ~~Based~~Significant ~~upon~~components ~~projections~~of ~~for future taxable income over~~ the ~~periods~~Company’s ~~the~~ deferred tax assets ~~are deductible,~~ and ~~the availability of gross deferred tax~~ liabilities ~~to offset gross deferred tax assets, management believes it is more likely than not the Company will realize substantially all of the benefits of these deductible differences~~ at September 30, ~~2012.~~2013 ~~A valuation allowance was placed on certain Canadian~~ and state net operating losses for jurisdictions in which it is unlikely that the Company will realize sufficient taxable income during the periods in which certain of the temporary differences become deductible. The net change in the valuation allowance for the fiscal years ended September 30, 2012 ~~and~~are ~~2011,~~as ~~and~~follows: ~~the period from February 17, 2010 to September 30, 2010 was $0.6 million, $0.2 million, and ($0.3) million, respectively.~~

At September 30, 2012, Robb Container Corporation (Robb), a subsidiary of Pretium and a Subchapter C Corporation, had approximately $10.6 million of net operating loss carryforwards that expire in varying amounts beginning in 2021. Based upon the change of ownership rules under IRC Section 382, these separate U.S. net operating loss carryforwards are limited as to the amount of use in any particular year. At September 30, 2012, Pretium Canada has approximately $16.4 million of federal and $15.9 million of provincial net operating losses that expire in varying amounts beginning in 2028. These net operating loss carryforwards are available to only offset future taxable income earned in Canada by Pretium Canada.



	Year ended September 30,
	2013			2012
Deferred tax liabilities:
Tangible property & equipment	$	(6,398	)	$	(7,869	)
Goodwill and other intangible assets	(6,187		)	(6,480		)
	(12,585		)	(14,349		)
Deferred tax assets:
Accrued liabilities and reserves	562			909
Accrued compensation	—			—
Inventory	106			107
Goodwill	640			789
Net operating loss carryforwards	7,672			7,140
	8,980			8,945
Valuation allowance	(5,116		)	(3,537		)
Total deferred tax assets	3,864			5,408
Net deferred tax liability	$	(8,721	)	$	(8,941	)

Current deferred tax asset	$	445		$	669
Long-term deferred tax liability	(9,166		)	(9,610		)
Net deferred tax liability	$	(8,721	)	$	(8,941	)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the scheduled reversal of deferred tax liabilities and generation of future taxable income during the periods in which the deferred tax assets become deductible. Based upon projections for future taxable income over the periods the deferred tax assets are deductible, and the availability of gross deferred tax liabilities to offset gross deferred tax assets, management believes it is more likely than not the Company will realize substantially all of the benefits of these deductible differences at September 30, 2013. A valuation allowance was placed on certain Canadian and state net operating losses for jurisdictions in which it is unlikely that the Company will realize sufficient taxable income during the periods in which certain of the temporary differences become deductible. The net increase in the valuation allowance during the fiscal years ended September 30, 2013, 2012 and 2011 was $1.6 million, $0.6 million, and $0.2 million, respectively.

At September 30, 2013, Robb Container Corporation (Robb), a subsidiary of Pretium and a Subchapter C Corporation, had approximately $10.6 million of net operating loss carryforwards that expire in varying amounts beginning in 2021. Based upon the change of ownership rules under IRC Section 382, these separate U.S. net operating loss carryforwards are limited as to the amount of use in any particular year. At September 30, 2013, Pretium Canada has approximately $19.9 million of federal and $19.3 million of provincial net operating losses that expire in varying amounts beginning in 2028. These net operating loss carryforwards are available to only offset future taxable income earned in Canada by Pretium Canada.

Table of Contents

The U.S. subsidiaries file consolidated federal and state income tax returns. Generally, the U.S. subsidiaries are not subject to U.S. federal and state examinations for fiscal years prior to 2007. Pretium Canada files a federal return in Canada and a provincial return in Quebec. Pretium Canada is not subject to Canadian federal and Quebec provincial examinations for years prior to its year ended September 30, 2009.

As of September 30, ~~2012~~2013, and ~~2011~~2012, the total balance of unrecognized tax benefits was $0.1 million.


Note 11.	Contingencies

The Company is involved in various claims and legal proceedings and administrative actions arising in the ordinary course of business. In the opinion of management, the ultimate conclusion of these matters will not have a material effect on the Company’s consolidated results of operations, financial position or cash flows.

49Note 12. Restructuring Costs

On July 15, 2013, the Company announced the closure of its manufacturing operations located in Pointe Claire, Quebec, Canada. This decision was directly related to the Company's decision in fiscal 2010 to de-emphasize the sale of preforms as a product category and to focus on growth in its core product line of plastic bottles. The Pointe Claire site was primarily a preform manufacturing site and did not fit within the Company's current and long term market strategy.

The Company will be consolidating the Pointe Claire operations with its operations in its other facilities in the United States. Approximately 65 employees will be affected in the plant closure while 30 new positions will be created at the Company's other locations as equipment and work is transitioned to those sites. The Company expects to have substantially completed its consolidation activities by December 31, 2013. This decision to terminate operations in Pointe Claire is unrelated to and will have no effect on the Company's other site in Quebec, based in Ville St. Laurent, which is a specialty bottle manufacturing site supplying the pharmaceutical, food and personal care markets.

In 2013, the Company recorded a restructuring charge of $0.9 million related to these initiatives. In addition, approximately $2.4 million of costs related to these initiatives were recorded in cost of sales, representing accelerated depreciation as a result of a change in the estimated useful lives of plant assets and inventory markdowns, which were both directly related to the plant closure.

Summary of Restructuring Costs



	Total	Recognized	Remaining
	Estimated	as of	Costs to be
	Costs	September 30, 2013	Recognized
Severance pay and benefits	1,088	811	277
Accelerated depreciation	2,102	2,102	—
Inventory markdowns	286	286	—
Other exit costs	932	49	883
Leased facility costs ⁽¹⁾	2,155	—	2,155
Total restructuring and related costs	6,563	3,248	3,315


⁽¹⁾	Leased facility costs represent our estimate of the fair value of the operating lease as of the cease-use date, October 31, 2013. The fair value was determined based on remaining lease rentals adjusted for the effects of deferred items and estimated sublease rentals.

Of the aggregate $6.6 million of pre-tax costs, the company expects approximately $4.2 million will be cash expenditures, of which $0.2 million was paid during fiscal 2013. The Company expects to incur future cash expenditures of $1.8 million related to payment of employee termination and retention benefits, and other associated exit costs, while the remaining lease payments will continue through the expiration of the lease agreement in October 2016.

Table of Contents

~~Note~~A ~~12.~~summary ~~Restructuring~~of ~~Initiatives~~the restructuring activity and related reserves at September 30, 2013 is as follows:

During fiscal 2010, the Company implemented several initiatives to restructure and realign certain manufacturing and administrative resources subsequent to the PVC Acquisition. These plans included the elimination of certain redundant administrative positions at the former PVC corporate headquarters in Eatontown, New Jersey, which was completed in September 2010. They also included the closure and relocation of all manufacturing operations at the Nashua, New Hampshire facility into the Philmont, New York location, which was completed in June 2010. In addition, two Hazleton, Pennsylvania operations were combined with one location retained as a shipping warehouse. The Hazleton consolidation was completed in August 2010. In August 2010 the Company closed the Muscatine, Iowa facility and transferred its operations to Seymour, Indiana and Manchester, Pennsylvania. The Muscatine transition was completed in March 2011.



	Accrued						Accrued
	Balance at	2013	2013 Cash		Other		Balance at
	September 30, 2012	Charges	Payments		Adjustments		September 30, 2013
Severance pay and benefits	79	811	(133	)	(79	)	678
Other exit costs	—	49	(49	)	—		—
Total	79	860	(182	)	(79	)	678

~~The~~During ~~total costs incurred during the~~ fiscal ~~year ended September 30~~2010, ~~2011~~the ~~were~~Company ~~$2.5~~implemented ~~million.~~several ~~These~~initiatives ~~restructuring~~to ~~costs~~restructure ~~consisted~~and ofrealign ~~facility~~certain ~~consolidation~~manufacturing ~~costs~~and ~~($1~~administrative ~~million)~~resources ~~and~~subsequent ~~other~~to ~~exit~~the ~~costs~~PVC ~~($1~~Acquisition.5 ~~million).~~ The total ~~cost~~costs incurred during the ~~period~~fiscal ofyear ~~February~~ended ~~17, 2010 to~~ September 30, ~~2010~~2011 ~~was~~were $62.75 million, ~~and~~which ~~was~~consisted ~~comprised~~ of ~~severance payments ($2.7 million),~~ facility consolidation costs ($1.7 million) and other exit costs ($21.35 million). ~~There were no such costs incurred during the fiscal year ended September 30, 2012.~~

During the fiscal year ended September 30, 2013, the Company released approximately $0.1 million of accrued severance payments related to this initiative. This adjustment is reflected within restructuring costs in the Consolidated Statement of Operations during the fiscal year ended September 30, 2013.

There were no such costs incurred during the fiscal year ended September 30, 2012.


Note 13.	Fair Value Measurement

The Company's financial instruments consist primarily of cash equivalents, trade receivables, trade payables and debt instruments. The following methods and assumptions were used to estimate fair values of each class of financial instruments:

Cash and Cash Equivalents, Accounts Receivable and Accounts Payable

The fair values of these financial instruments approximate their carrying amounts due to the short term nature of these instruments.

Long-Term Debt

The Company’s long-term debt as of September 30, ~~2012~~2013 consists of fixed rate debt. The fair value of the Company’s long-term debt was based on market price information. The Company’s fixed rate debt, which includes 11.5% Senior Notes due April 1, 2016, totaled $150 million, as of September 30, ~~2012~~2013. The fair value of ~~this~~the ~~debt~~Company’s ~~approximates~~Senior ~~its~~Secured ~~carrying~~Notes ~~amount~~was ~~based~~108.0% and 102.5% of onface ~~market~~value ~~price information~~ at September 30, 2013 and 2012., respectively. The ~~estimated~~fair value of the Senior Secured Notes is measured using the last available trade in each respective year. The fair value is not indicative of the amount that the Company would have to pay to redeem these notes since they are infrequently traded and are not callable at this value.

Recurring Fair Value Measurements

The Company does not have any financial assets or liabilities measured at fair value on a recurring basis as of September 30, ~~2012~~2013 and ~~2011~~2012.

Non-recurring Fair value Measurements

Non-financial assets and liabilities, such as goodwill and long-lived assets, are tested for impairment on the occurrence of a triggering event or in the case of goodwill and other indefinite-lived intangible assets, on at least an annual basis. The Company did not identify any events or changes in circumstances that would indicate that the carrying amount of long-lived assets may not be recoverable as of September 30, ~~2012~~2013 and ~~2011~~2012.

The Company does not have any other financial instruments within the scope of the fair value disclosure requirements as of September 30, ~~2012~~2013 and ~~2011~~2012.


Note 14.	Related Party Transactions

On February 17, 2010, the former majority owner of the Company, who now serves on the Company's Board of Directors, entered into a seven year consulting agreement (including a non-competition clause). The Company's cost for these services was $1.01 million ~~for~~during each of the fiscal years ended September 30, 2013, 2012 and 2011~~, and $0~~.~~7 million for the period from February 17, 2010 to September 30, 2010.~~

The Company has entered into a management agreement to retain Castle Harlan, Inc. to provide business and organizational strategy, financial and investment management, advisory, and merchant and investment banking services to the Company. In exchange for these services, the Company pays management fees of $2.3 million, annually. The Company recorded total 52

Table of Contents

~~expense~~The ~~related~~Company tohas ~~this~~entered into a management agreement ofto $2retain Castle Harlan, Inc.3 ~~million~~to ~~for~~provide ~~each~~business ofand ~~the~~organizational ~~years~~strategy, ~~ended~~financial ~~September 30~~and investment management, ~~2012~~advisory, and ~~2011~~merchant and $1investment banking services to the Company.4 ~~million~~In exchange for these services, the ~~period~~Company ~~from~~pays ~~February~~management 17fees of $2.3 million, ~~2010~~annually. The Company recorded total expense related to ~~September~~this agreement of $2.3 million during each of the fiscal years ended September 30, ~~2010~~2013, 2012 and 2011.

The fees for both of these related party agreements are included within selling, general and administrative expenses in the condensed consolidated statements of operations.


Note 15.	Segment Information

The Company operates as a single reportable segment based on the “management” approach. This approach designates the internal reporting used by management for making decisions and assessing performance as the source of the reportable segments. The following table provides the geographic distributions of the Company's net sales ~~for~~during the fiscal years ended September 30, ~~2012 and 2011~~2013, ~~and~~2012 ~~for the periods February 17, 2010 through September 30, 2010~~ and ~~October 1, 2009 through February 16, 2010~~2011:

Net Sales	U.S.		Canada		Total
Successor:
Year ended September 30, 2013	$	204,359	$	36,597	$	240,956
Year ended September 30, 2012	$	192,585	$	39,648	$	232,233
Year ended September 30, 2011	$	196,507	$	40,734	$	237,241
Predecessor:
Period from February 17, 2010 through September 30, 2010	$	124,249	$	24,742	$	148,991
Period from October 1, 2009 through February 16, 2010	$	44,692	$	13,929	$	58,621

The following table provides the geographic distributions of the Company's long-lived assets as of September 30, ~~2012~~2013 and September 30, ~~2011~~2012:

Total Long-lived Assets	U.S.		Canada		Total
September 30, 2013	$	122,868	$	12,906	$	135,774
September 30, 2012	$	129,664	$	18,317	$	147,981
September 30, 2011	$	135,415	$	17,985	$	153,400
September 30, 2010	$	143,566	$	16,836	$	160,402

5153

Table of Contents


Note 16.	Quarterly Financial Information (Unaudited)

Quarterly results of operations for the ~~years~~year ended September 30, ~~2012~~2013 ~~and 2011~~ were as follows:

	First Quarter					Second Quarter				Third Quarter				Fourth Quarter
Fiscal 2013	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
	2012			2011		2012		2011		2012		2011		2012		2011
Net sales	$	52,720		62,661		63,220		62,355
Net sales	$	54,999		54,388		59,098		61,076		60,686		62,968		57,450		58,809
Gross profit	$	6,702		8,402		8,937		5,105
Gross profit	$	7,139		8,258		8,381		8,787		8,398		8,237		7,600		6,028
Operating income	$	715		3,061		2,706		(243	)
Operating income	$	1,862		2,345		3,466		2,764		3,114		2,008		2,164		492
Net loss	$	(4,677	)	(2,364	)	(2,724	)	(5,542	)
Net loss	$	(3,702	)	(1,725	)	(2,266	)	(6,072	)	(2,844	)	(3,903	)	(2,770	)	(4,458	)

52Quarterly results of operations for the year ended September 30, 2012 were as follows:



Fiscal 2012	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
Net sales	$	54,999		59,098		60,686		57,450
Gross profit	$	7,139		8,381		8,398		7,600
Operating income	$	1,862		3,466		3,114		2,164
Net loss	$	(3,702	)	(2,266	)	(2,844	)	(2,770	)

Table of Contents


Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.


Item 9A.	Controls and Procedures

Disclosure Controls and Procedures

Our management carried out an evaluation (as required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”)), with the participation of the President and Chief Executive Officer and the Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), as of the end of the period covered by this annual report. Based upon this evaluation, the President and Chief Executive Officer and the Vice President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this annual report, such that the information relating to the Company and its consolidated subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).

Under the supervision and with the participation of the President and Chief Executive Officer and the Vice President and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of September 30, ~~2012~~2013.

Changes in Controls and Procedures

There was no change in internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.	Other Information

None.

5355

Table of Contents

PART III


Item 10.	Directors, Executive Officers and Corporate Governance

The following table sets forth certain information regarding the board of directors of our parent, Pretium Holding. Through its board of directors, our parent oversees all matters affecting our operations and activities, as we do not have a separate board of directors. In addition, the table sets forth information regarding our senior management. Each of the individuals has served as a member of the applicable board of directors and/or as an officer, as the case may be, since the dates indicated below in their biographical information.

Name	Age	Position
George A. Abd	4950	President and Chief Executive OfficerMember of the board of directors of Pretium Holding
Robert A. Robison	5556	Vice President and Chief Financial Officer
Daniel P. Lally	4950	Senior Vice President of Sales and Marketing
Jeffrey J. Nelb	5657	Senior Vice President of Manufacturing
Timothy J. Wehrfritz	6364	Vice President of Administration
Sharad Prasad	4546	Vice President of Quality and Continuous Improvement
Keith S. Harbison	5556	Member of the board of directors of Pretium Holding
Harley B. Kaplan	5859	Member of the board of directors of Pretium Holding
Alan H. Miller	7980	Member of the board of directors of Pretium Holding
Howard D. Morgan	5051	Member of the board of directors of Pretium Holding
Anand T. Philip	34	Member of the board of directors of Pretium Holding
Eric M. Schwartz	30	Member of the board of directors of Pretium Holding
William M. Pruellage	3940	Member of the board of directors of Pretium Holding
Bernard Reidy	7071	Member of the board of directors of Pretium Holding
Brett A. Snyder	4142	Member of the board of directors of Pretium Holding

George A. Abd. Mr. Abd became our Chief Executive Officer and a member of the board of directors of Pretium Holding on February 16, 2010. Prior to that he was Chief Executive Officer of our predecessor since January 1, 2008. Mr. Abd was President and Chief Executive Officer and a director of Spartech Corporation, a producer of plastic sheet, compounds and packaging products, from May 2005 to July 2007 and Executive Vice President, Color and Specialty Compounds of Spartech from September 2000 to May 2005. Mr. Abd holds a B.A. in economics and M.B.A. in business administration from the University of Notre Dame. As our Chief Executive Officer, Mr. Abd brings extensive knowledge of our current operations and the plastics packaging industry to the board of directors of Pretium Holding.

Robert A. Robison. Mr. Robison became our Vice President and Chief Financial Officer on February 16, 2010. Prior to that he was Vice President and Chief Financial Officer of our predecessor since 2004. Mr. Robison was Chief Financial Officer of Siegel-Robert, Inc. from 1996 to 2003; and Corporate Controller of Siegel-Robert, Inc. from 1986 to 1996. Prior to that he was on the audit staff at Peat Marwick and Mitchell CPA from 1979 to 1986. Mr. Robison received his B.S. in accounting from the University of Missouri.

Daniel P. Lally. Mr. Lally became our Senior Vice President of Sales and Marketing on August 12, 2011. Prior to that he was Vice President of Sales of Pretium since January 2009 and Director of Sales from August 2004 to December 2008. Prior to that he was President of Advance Auto Alarm and Car Stereo from 1994 to 2000. Mr. Lally received a B.S. in Finance from St. Louis University and an M.B.A from Olin School of Business, Washington University in St. Louis.

Jeffrey J. Nelb. Mr. Nelb became our Senior Vice President of Manufacturing on January 1, 2011. Prior to that he was Vice President and General Manager—North Branch of RathGibson, Inc., a manufacturer of stainless steel and specialty alloy, precision-welded tubing products, from September 2006 to December 2010. Mr. Nelb was Vice President, North American Operations for Dyno Nobel Inc., a manufacturer of commercial explosives and explosives initiating systems and components, from 2003 to 2006. Prior to that, Mr. Nelb held various management positions with The Ensign-Bickford Company, including

5456

Table of Contents

Commercial Products Manager from 1997 to 2003 and Corporate Controller from 1993 to 1997. Mr. Nelb received an A.B. in Economics from Dartmouth College and M.B.A. from the University of Michigan.

Timothy J. Wehrfritz. Mr. Wehrfritz became our Vice President of Administration on February 16, 2010. Prior to that he was Vice President, Administration of our predecessor since 2003. Mr. Wehrfritz was an employee of Monsanto from February 1973 to October 2001. Mr. Wehrfritz has a B.S. degree in mechanical engineering and an M.B.A. with special emphasis in organizational structure from the University of Detroit.

Sharad Prasad. Mr. Prasad became our Vice President of Quality and Continuous Improvement on February 16, 2010. Prior to that he was Vice President of Quality of PVC since 1993. Mr. Prasad received his B.S. in industrial and production engineering from Bangalore University in India and received an M.S. in industrial engineering from the New Jersey Institute of Technology.

Keith S. Harbison. Mr. Harbison became a member of the board of directors of Pretium Holding on February 16, 2010. He was Chairman of the board of our predecessor from 2008 to 2010. He was the President and Chief Executive Officer of our predecessor from inception in July 1992 to 2008. Prior to forming our predecessor, Mr. Harbison worked in the commercial real-estate development industry and was a cofounder of a long-distance telephone company. Mr. Harbison is Chairman of the St. Louis Children’s Hospital Foundation Board and serves as a director of BJC Healthcare, serving as the chair of the audit committee. Mr. Harbison received a B.S. degree in Business Administration from Texas Christian University. Mr. Harbison has broad historical knowledge of our operations, and brings extensive knowledge of the plastics packaging industry to the board of directors of Pretium Holding.

Harley B. Kaplan. Mr. Kaplan became a member of the board of directors of Pretium Holding on February 16, 2010. He has been the Chief Executive Officer and President of Dexter Magnetic Technologies, an industry leading design and manufacturing company specializing in magnetic assemblies for the aerospace and defense, energy, medical and industrial markets since 2009. Mr. Kaplan served as Chairman and Chief Executive Officer for RathGibson, Inc., a manufacturer of stainless steel and specialty alloy, precision-welded tubing products from 2005 to August 2008. Mr. Kaplan was President of RathGibson, Inc. from 2003 to 2005. Prior to that, he was Group Executive for IDEX Corporation, a manufacturer of precision pumping and fluid distribution equipment from March 2002 through April 2003 and served as President and Chief Executive Officer of Wells Lamont Corporation from April 2001 through March 2002. Mr. Kaplan’s prior experience also includes President of Koehler-Bright Star, Inc. and President of the Lighting Division at Goodrich. In addition, Mr. Kaplan worked for Berkshire Hathaway Corporation’s Scott Fetzer Manufacturing Group for nine years. Mr. Kaplan holds bachelor degrees in both Mechanical Engineering and Accounting from the University of Cincinnati. Mr. Kaplan has extensive leadership experience in other manufacturing businesses, which allows him to bring additional perspective to the board of directors of Pretium Holding.

Alan H. Miller. Mr. Miller became a member of the board of directors of Pretium Holding on February 16, 2010. Mr. Miller is currently a private investor and serves as a director of several private companies. He served as President and Chief Executive Officer of Laird, Inc., the U.S. division of The Laird Group PLC and a manufacturer of specialty folding cartons and special commercial printing and a distributor of rigid plastics, from 1986 until 1994 and a director of The Laird Group PLC, from 1988 to 2001. Mr. Miller served as a director of Sealed Air Corporation from 1984 to 2002. Prior to that he was President and Chief Executive Officer of Cellu- Products, Co., a manufacturer of specialty papers, polyolefin films and foam for packaging products and raw materials for converted products used in health care and cosmetics markets, from 1970 until its acquisition by Sealed Air in 1983. He started his career at Raytheon Company, where he held numerous positions. He is affiliated with numerous professional and industry associations including Technical Association of Pulp and Paper Industry, Society of Plastics Engineers and Institute of Packaging Professionals. Mr. Miller is a graduate of the Wharton School of University of Pennsylvania and completed graduate work in Business and Engineering at Northeastern University, Boston College and MIT. Mr. Miller has significant management experience in and knowledge of the packaging industry.

Howard D. Morgan. Mr. Morgan became a member of the board of directors of Pretium Holding on February 16, 2010. Mr. Morgan has been with Castle Harlan since 1996 and currently serves as Co-President. From 2000 to 2002, Mr. Morgan was executive director of CHAMP Private Equity, an affiliate of Castle Harlan in Sydney, Australia. Mr. Morgan has been a director and executive committee member of CHAMP Private Equity since its inception. Prior to joining Castle Harlan in 1996, Mr. Morgan was a partner at The Ropart Group, a private equity investment firm, where he was particularly instrumental in the acquisitions and growth of Blyth, Inc. and XTRA Corporation. Mr. Morgan began his career as an associate at Allen & Company, Inc., working in mergers and acquisitions and private equity. He is a board member of CHAMP, IDQ Holdings, Inc. and is a former director of over a dozen companies, including UK-based Polypipe Global Holdings, Austar United Communications Ltd., AmeriCast Technologies, Ciao Bella Gelato Company, Ion Track Instruments, Land ‘N’ Sea Distributing and Penrice Soda Products. Mr. Morgan is an officer of the Harvard Business School Alumni Association, Chairman of the Harvard Business School Club of New York, and a director of the Alexander Hamilton Institute, the Parkinson’s Disease Foundation and the World Press Institute and Treasurer of the Friends of the Garvan Institute of Medical Research. Mr. Morgan received his Bachelor’s degree in Mathematics and Political Science from Hamilton College and holds an M.B.A. from the Harvard Business School. As the current Co-President of Castle Harlan and as a director of companies in other industries, Mr.

5557

Table of Contents

Morgan has broad financial expertise and has substantial experience serving on the boards of both publicly and privately-held companies.

~~Anand~~Eric TM. ~~Philip~~Schwartz. Mr. ~~Philip~~Schwartz became a member of the board of directors of Pretium Holding on ~~February~~November 1621, ~~2010~~2013. Mr. ~~Philip~~Schwartz ~~has~~first ~~been~~joined ~~with~~ Castle Harlan ~~since~~in ~~2006~~2007 and currently serves as a ~~Managing~~Senior ~~Director~~Associate. Prior to joining Castle Harlan, Mr. ~~Philip~~Schwartz was an investment banking professional at ~~the Blackstone Group from 2002 to 2004~~Citigroup, where he ~~focused~~advised clients on ~~private equity transactions across~~ a ~~wide~~number ~~range~~ of ~~industries for Blackstone Capital Partners III and IV~~mergers, asacquisitions ~~well as Blackstone Communication Partners. Between 2000~~ and ~~2002,~~divestitures heacross ~~worked~~a atbroad ~~Wasserstein~~range &of Coindustries., ~~where he focused on principal investing for U~~Mr.S. ~~Equity~~Schwartz ~~Partners.~~graduated Hecum ~~began~~laude ~~his~~from ~~career~~Duke inUniversity ~~the~~with ~~Merchant Banking Group of Wasserstein Perella. His former directorships include AmeriCast Technologies, Inc, where he served as Audit Committee Chairman. He received~~ a ~~B.A.~~BSE in ~~Economics~~Biomedical ~~from~~and ~~Ohio~~Electrical ~~Wesleyan University~~Engineering, ~~where he was a Trustee Scholar~~ and ~~graduated Magna Cum Laude. Mr. Philip~~ holds an ~~M.B.A.~~MBA from the ~~Harvard~~Stanford ~~Business~~Graduate School. ~~Mr.~~of ~~Philip~~Business, iswhere ahe ~~member~~received of the ~~Board~~distinction of ~~Trustees~~Arjay ofMiller ~~Ohio Wesleyan University~~Scholar. Mr. ~~Philip~~Schwartz has a high level of financial literacy and experience advising portfolio companies in matters relating to corporate finance.

William M. Pruellage. Mr. Pruellage became a member of the board of directors of Pretium Holding on February 16, 2010. Mr. Pruellage has been with Castle Harlan since 1997 and currently serves as Co-President. Mr. Pruellage worked in the mergers and acquisitions department of Merrill Lynch & Co., where he assisted clients in strategic planning and corporate mergers. He is a former director of Ames True Temper, Anchor Drilling Fluids, Exterran, RathGibson, Universal Compression, American Achievement Corp., and Verdugt Holdings, LLC. Mr. Pruellage graduated Summa Cum Laude from Georgetown University with a double major in Finance and International Business. He is a member of the Beta Gamma Sigma Honor Society. As the current Co-President of Castle Harlan and as a director of companies in other industries, Mr. Pruellage has broad financial expertise and has substantial experience serving on the boards of both publicly and privately-held companies.

Bernard Reidy. Mr. Reidy became a member of the board of directors of Pretium Holding on February 16, 2010. He has been President of the Catholic Indemnity Insurance Company, a captive property and casualty underwriter since 2008. He was chief operating officer of the Archdiocese of New York from 2000-2009. From 1969-2000 Mr. Reidy was the Chief Financial Officer for the Diocese of Bridgeport. He serves as a member of the Board and as Chairman of the Budget and Investment Committee of Western Connecticut State University Foundation. Mr. Reidy received his bachelor’s degree from Western Connecticut State University and his MBA from the University of Connecticut. Mr. Reidy brings significant operational, financial and accounting expertise and management experience to the board of directors of Pretium Holding.

Brett A. Snyder. Mr. Snyder became a member of the board of directors of Pretium Holding on February 16, 2010. Mr. Snyder has been the President of Nicolet Capital Partners, LLC since 2005. Prior to forming Nicolet, he was a principal and member of the general partner of Windjammer Capital Investors, a middle market private investment firm, from 1998 to 2005. Mr. Snyder is a Chartered Financial Analyst, an active member of the Association for Investment Management and Research and has been involved with the board of directors of several companies during his career including Transilwrap Company, Shari’s Management Corporation, American Fire Protection Group, Brown Publishing Company and MacLean Power Systems. He also supports the Evans Scholars Foundation and was an Evans Scholar at the University of Wisconsin where he graduated with distinction. Mr. Snyder has extensive experience in financing, private equity investment and board service.

Corporate Governance

Committees of the Board of Directors

Audit Committee

Pretium Holding has a standing audit committee which consists of Messrs. Kaplan, ~~Philip~~Schwartz, Reidy (Chairman) and Snyder. The audit committee oversees risks related to our financial statements, the financial reporting process, certain compliance issues and accounting matters. The audit committee is also responsible for the oversight of management’s assessment of internal controls, our internal audit function and audits of our financial statements on behalf of the Board. The board of directors of Pretium Holding has determined that Mr. ~~Philip~~Schwartz is an “audit committee financial expert,” as that term is defined in the Exchange Act. All members of the audit committee are able to read and understand financial statements and have experience in finance and accounting that provides them with financial sophistication.

Compensation Committee

Pretium Holding has a standing compensation committee which consists of Messrs. Harbison, Miller, Morgan and Pruellage (Chairman). The compensation committee is responsible for making recommendations to the board of directors of Pretium Holding concerning the compensation of our executive officers, including the appropriateness of salary, incentive compensation, and certain benefit plans. Our Compensation Committee evaluates the performance of our executive officers in setting their compensation levels and considers our performance, as well as other factors deemed appropriate by the compensation committee.

5658

Table of Contents

Compensation Committee Interlocks and Insider Participation

None of our executive officers has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity or insider participation in compensation decisions.

Code of Ethics

We have adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, which applies to management including our Chief Executive Officer and Chief Financial Officer. A copy of the Code of Ethics is available for review on the Company’s website at www.pretiumpkg.com. In the event we determine to amend or waive certain provisions of the Code of Ethics, we will disclose such amendments or waivers on our website at http://www.pretiumpkg.com.

Section 16(a) Beneficial Ownership Reporting Compliance

As we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, none of our directors, officers or equity holders were subject to reporting requirements of Section 16(a) of the Exchange Act during the fiscal year ended September 30, ~~2011~~2013.


Item 11.	Executive Compensation

Compensation Discussion and Analysis

Overview

The Compensation Discussion and Analysis discusses the principles underlying our executive compensation policies and decisions for our Named Executive Officers (“NEOs”). It provides qualitative information regarding the manner in which compensation is earned by our NEOs and places in context the data presented in the tables that follow. In addition, we address the compensation paid or awarded during FY ~~2012~~2013 to our NEOs: George A. Abd, our President and Chief Executive Officer (principal executive officer), Robert A. Robison, our Vice President and Chief Financial Officer (principal financial officer and principal accounting officer), Daniel P. Lally, our Senior Vice President of Sales and Marketing, Jeffrey J. Nelb, our Senior Vice President of Manufacturing, and Timothy J. Wehrfritz, our Vice President of Administration.

Our executive compensation program is overseen and administered by the compensation committee of the board of directors of our parent, Pretium Holding (the “Compensation Committee”). The Compensation Committee is responsible for making recommendations to the board of directors of Pretium Holding concerning the compensation of our NEOs, including the appropriateness of base salary, incentive compensation and certain benefit plans. The Compensation Committee evaluates the performance of our NEOs in setting their compensation levels and considers our performance, as well as other factors deemed appropriate by the Compensation Committee. Our Chief Executive Officer presents compensation recommendations for each of our NEOs, other than himself, to the Compensation Committee for its consideration and approval. ~~Mr. Abd’s compensation is determined pursuant to the terms of his employment agreement with the Company (as described below), subject to adjustment by the board of directors of Pretium Holding.~~ The Compensation Committee reviews these proposals and makes all final compensation decisions for NEOs by exercising its discretion in accepting, modifying or rejecting any such recommendations.

Philosophy of Executive Compensation Program

The Compensation Committee seeks to set compensation for our NEOs at a level it believes will enable us to hire and retain individuals in a competitive environment and to reward individual performance and contribution to our overall business goals. The Compensation Committee seeks to align compensation with the achievement of financial and non-financial performance metrics set by the board of directors, which include specified targets for consolidated Adjusted EBITDA, ~~and~~ free cash flow, and safety and quality standards~~, and the creation of equity value~~. Though the board of directors does not formally review peer group compensation structures or use compensation consultants, the board of directors utilizes its own experience and expertise to set compensation levels to maintain competitiveness in the market. The following are the principal objectives in the design of our executive compensation program:


•	Retain and motivate our NEOs with compensation that is competitive within the marketplace and the industry in which we compete;


•	Maintain a reasonable balance among base salary, incentive compensation, and other benefits;


•	Reward our NEOs fairly for achieving performance goals; and

Table of Contents


•	Ensure that compensation levels reflect the internal value and future potential of each NEO and the achievement of outstanding individual results.

Table of Contents

To meet these objectives, our executive compensation program balances fixed and bonus compensation, as discussed below.

Compensation Risks

The Compensation Committee has evaluated the risks arising from our compensation policies and practices for our NEOs and concluded that such risks are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the structure of our executive compensation program mitigates risks by avoiding any NEO placing undue emphasis on any particular performance metric at the expense of other aspects of our business. The Compensation Committee believes our performance metrics are aligned with creating long-term value for our Company and do not create an incentive for excessive risk taking. Based on this evaluation, our Compensation Committee determined that our compensation policies do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.

Elements of Our Executive Compensation Program

In FY ~~2012~~2013, the principal elements of our compensation for our executive officers were:


•	Base salary;


•	Annual bonus; and


•	Benefits,

Each of these elements is discussed in further detail below. In FY ~~2012~~2013, we did not offer any equity-based compensation or any other incentive compensation to our NEOs.

Base Salary

Annual base salary reflects the fixed component of compensation for an executive’s ongoing contribution to the operating performance of his or her functional area of responsibility. The Compensation Committee believes that base salary must be competitive based upon the scope of responsibilities and market compensation of similar executives. The base salary of each of our NEOs is reviewed annually by the Compensation Committee. We believe that base salary does not encourage risk-taking by our NEOs as it is a fixed amount. The Compensation Committee may, in its discretion, also adjust base salary at other times during the year in connection with increased responsibilities or to maintain competitiveness in the market. The base salary for each of Mr. Abd, Mr. Robison, Mr. Nelb, Mr. Lally, and Mr. Wehrfritz was increased $710,000, $78,000, $8,000, $5,000 and $13,~~737~~500, respectively, in FY ~~2012~~2013 in order to maintain competitiveness in the market. Each of our NEOs are eligible for increases in base salary in FY ~~2013~~2014.

Annual Bonus

Annual cash bonuses may be awarded to our NEOs and are intended to compensate for achievement of outstanding individual results. These cash incentive awards are also aligned with the operational goals of our members and are used to motivate our executives’ performance. Annual cash incentives are paid on the attainment of certain financial and non-financial performance metrics set by the board of directors, which are described below. Performance metrics and targets are established by the board of directors annually during the first fiscal quarter. These targets are intended to be challenging for us to achieve and generally reflect performance above that of the prior year. In addition, the Compensation Committee has the authority to award additional discretionary annual bonuses.

For FY ~~2012~~2013, NEO bonus eligibility was based on the achievement of targets weighted as follows for achievement of the target: 5060% for the achievement of the applicable adjusted EBITDA target; 2010% for the achievement of the applicable free cash flow target; 20% for the achievement of a quality target; and 10% for the achievement of the safety metric. Payments for the achievement of free cash flow, quality, and safety thresholds are made only if we achieve the adjusted EBITDA threshold.

For bonus purposes, adjusted EBITDA consists of EBITDA further adjusted to add back management and consulting fees, transaction-related fees and expenses representing professional fees associated with our exploration of acquisition opportunities and ~~the registration of our Notes with the SEC, and~~ other adjustments as approved by the Compensation Committee. Free cash flow consists of adjusted EBITDA less working capital requirements or surplus less capital expenditures. Quality is determined by reference to an internal customer satisfaction index that measures the number and severity of complaints relative to total sales per manufacturing facility. Safety consists of the OSHA Recordable Rate which is a standardized calculation rate of injuries and illnesses per employee hours worked. For FY ~~2012~~2013, the threshold, target and maximum bonus targets were determined as follows:

5860

Table of Contents

	For the year ended September 30, 2012
	For the year ended September 30, 2013
	Threshold		Target		Maximum		ActualResultsAchieved
Adjusted EBITDA (in thousands)	$	3331,~~100~~600	$	3635,000	$	4038,000	$	3133,~~616~~004
Free Cash Flow (in thousands)	$	2422,~~000~~300	$	2825,~~500~~300	$	3128,~~500~~300	$	2520,~~248~~500
Quality	76.28		5.8		4.0		7.41
Safety	32.92		21.56		1.80		21.57

NoBased ~~bonuses~~on ~~were~~actual ~~paid~~results toachieved during fiscal 2013, each of the NEOs earned a cash bonus equal to 25% of the EBITDA target and 75% of the Safety target. No amounts were awarded for free cash flow or quality during FYfiscal ~~2012~~2013, as wethe Company did not achieve the ~~adjusted~~threshold ~~EBITDA~~for ~~threshold~~these metrics. The annual cash bonuses, calculated based on the achievement of the above metrics during fiscal 2013, are presented in the summary compensation table below as fiscal 2013 bonuses. As of the date of this filing, the final cash payout is pending the approval of the Compensation Committee.

~~For~~In FYaddition, during fiscal 2013, ~~the~~Messrs. ~~Compensation~~Abd, ~~Committee~~Robison, isNelb, ~~expected~~Lally, toand ~~establish~~Wehfritz ~~bonus~~were ~~targets~~awarded ~~based~~one ontime ~~the~~discretionary ~~same~~bonuses ~~metrics~~of as$71,250, in$25,200, FY$32,200, ~~2012.~~$23,000, ~~These~~and ~~targets~~$17,500, ~~are~~respectively, ~~intended~~which towere bepaid ~~challenging~~in ~~for~~July us2013, tofor ~~achieve~~individual ~~and~~achievements ~~generally~~not ~~reflect~~considered ~~performance~~within ~~above~~the ~~that~~annual ofcash ~~the~~bonus ~~prior~~plan ~~year~~metrics.

For fiscal 2014, the Compensation Committee is expected to establish bonus targets based on the same metrics as in FY 2013. These targets are intended to be challenging for us to achieve and generally reflect performance above that of the prior year.

Benefits

Our NEOs participate in a 401(k) savings plan, under which they are permitted to defer a portion of their income. We make a matching contribution equal to 50% of the first 4% of each NEO’s contributions, subject to annual limits established under the Internal Revenue Code. Our matching contributions to the 401(k) savings plan are fully vested to each NEO’s account when made. Participants may receive distributions from their 401(k) accounts any time after their employment with us is terminated. Our NEOs are also eligible for other benefits, including medical and dental insurance, accidental death insurance and disability insurance, as well as customary paid vacation and holidays. Our NEOs are eligible to participate in these programs on the same basis as our other salaried employees.

Messrs. Abd, Robison, Lally, Nelb, and Wehrfritz received an annual automobile allowance of $10,200 in FY ~~2012~~2013. While no changes were made to the annual automobile allowances compared to FY ~~2011~~2012, all of the NEOs are eligible to receive an adjusted annual automobile allowance in FY ~~2013~~2014.

5961

Table of Contents

Summary Compensation Table

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	All Other Compensation ($)(a)	Total ($)
George A. Abd	2012	475,000	—	16,188	491,188
President and Chief Executive Officer and member of the Board of Directors of Pretium Holding	2011	475,000	50,000	16,996	541,996
	2010	475,000	150,000	15,100	640,100
Robert A. Robison	2012	249,667	—	15,348	265,015
Vice President and Chief Financial Officer	2011	247,577	60,000	16,996	324,573
	2010	239,200	130,000	15,100	384,300
Daniel P. Lally	2012	230,000	—	14,800	244,800
Senior Vice President of Sales and Marketing	2011	206,001	—	16,996	222,997
	2010	193,756	32,000	15,100	240,856
Jeffrey J. Nelb (1)	2012	319,667	—	16,614	336,281
Vice President of Manufacturing	2011	236,250	75,000	16,996	328,246
	2010	—	—	15,100	15,100
Timothy J. Wehrfritz	2012	174,421	—	13,689	188,110
Vice President of Administration	2011	172,298	—	16,996	189,294
	2010	169,840	53,023	15,100	237,963

The following table sets forth a summary of the compensation paid by us to our NEOs for services rendered in all capacities to us during FY 2013, FY 2012 and FY 2011. The salary amounts for fiscal 2013 reflect eight months of salary at the fiscal year 2012 rate in effect on October 1, 2012 and four months of salary at the fiscal year 2013 rate, effective as of June 1, 2013.



Name and Principal Position	Fiscal Year	Salary ($)	Annual Bonus ($)	Discretionary Bonus ($)	All Other Compensation ($)(a)	Total ($)
George A. Abd	2013	478,334	81,844	71,250	14,199	645,627
President and Chief Executive Officer and member of the Board of Directors of Pretium Holding	2012	475,000	—	—	16,188	491,188
	2011	475,000	—	50,000	16,996	541,996

Robert A. Robison	2013	255,250	29,250	25,200	15,587	325,287
Vice President and Chief Financial Officer	2012	249,667	—	—	15,348	265,015
Vice President and Chief Financial Officer	2011	247,577	—	60,000	16,287	323,864

Daniel P. Lally	2013	231,667	26,438	23,000	15,293	296,398
Senior Vice President of Sales and Marketing	2012	230,000	—	—	14,800	244,800
Senior Vice President of Sales and Marketing	2011	206,001	—	—	14,647	220,648

Jeffrey J. Nelb⁽¹⁾	2013	325,250	37,125	32,200	14,533	409,108
Vice President of Manufacturing	2012	319,667	—	—	16,614	336,281
	2011	236,250	—	75,000	9,783	321,033

Timothy J. Wehrfritz	2013	176,312	20,081	17,500	14,074	227,967
Vice President of Administration	2012	174,421	—	—	13,689	188,110
	2011	172,298	—	—	14,024	186,322


⁽¹⁾	Started on January 1, 2011.

6062

Table of Contents

(a) All Other Compensation

Name and Principal Position	Fiscal Year	Car Allowance ($)	Matching 401(K) Contributions ($)	Total ($)
George A. Abd	~~2012~~2013	10,200	53,~~988~~999	1614,~~188~~199
President and Chief Executive Officer and member of the board of directors of Pretium Holding	~~2011~~2012	10,200	65,~~796~~988	16,~~996~~188
	2010	10,200	4,900	15,100
	2011	10,200	6,796	16,996
Robert A. Robison	~~2012~~2013	10,200	5,~~148~~387	15,~~348~~587
Vice President and Chief Financial Officer	~~2011~~2012	10,200	65,~~087~~148	1615,~~287~~348
	2010	10,200	4,900	15,100
	2011	10,200	6,087	16,287
Daniel P. Lally	~~2012~~2013	10,200	45,~~600~~093	1415,~~800~~293
Senior Vice President of Sales and Marketing	~~2011~~2012	10,200	4,~~447~~600	14,~~647~~800
	2010	10,200	3,667	13,867
	2011	10,200	4,447	14,647
Jeffrey J. Nelb	~~2012~~2013	10,200	64,~~414~~333	1614,~~614~~533
Vice President of Manufacturing	~~2011~~2012	710,~~650~~200	26,~~133~~414	916,~~783~~614
	2010	—	—	—
	2011	7,650	2,133	9,783
Timothy J. Wehrfritz	~~2012~~2013	10,200	3,~~489~~874	1314,~~689~~074
Vice President of Administration	~~2011~~2012	10,200	3,~~824~~489	1413,~~024~~689
	2010	10,200	4,524	14,724
	2011	10,200	3,824	14,024

Grants of Plan-Based Awards for FY ~~2012~~2013

We did not make any equity awards or non-equity incentive plan awards to our NEOs in FY ~~2012~~2013.

Outstanding Equity Awards at Fiscal Year-End

As of September 30, ~~2012~~2013, there were no equity awards outstanding.

Pension Benefits and Non-Qualified Deferred Compensation

None of our NEOs participates in any defined benefit pension plan sponsored by the Company. None of our NEOs participates in any nonqualified deferred compensation plan sponsored by the Company.

Agreements with Named Executive Officers

~~Employment~~Severance ~~Agreement~~ Agreements

On ~~February~~November 1621, ~~2010~~2013, we entered into an ~~employment~~Executive ~~agreement~~Severance Agreement (each, a "Severance Agreement" and, collectively, the "Severance Agreements") with ~~George~~each Aof our NEOs. Each ~~Abd~~of our NEOs continues to be employed by the Company, and the payments contemplated by the Severance Agreements only will be required to ~~serve~~be made as ~~our~~indicated ~~Chief~~below. Each ~~Executive~~Severance ~~Officer~~Agreement ~~and~~has ~~President,~~a term of three (3) years and will be automatically extended for successive one-year periods until such NEO provides the ~~“Employment~~Company ~~Agreement”).~~with ~~The~~notice ~~term~~of his voluntary termination of employment with the ~~Employment~~Company, unless such Severance Agreement ~~expired~~is onsooner ~~February~~terminated ~~16,~~as ~~2012~~provided therein.

~~Notwithstanding~~Under ~~the~~each ~~expiration~~Severance ~~of the term of the Employment~~ Agreement, if ~~Mr.~~such ~~Abd’~~NEO's employment is terminated ~~without~~during ~~“Cause”~~the ~~(as~~term ~~defined~~of insuch ~~the~~Severance ~~Employment~~ Agreement) ~~Mr.~~by ~~Abd~~the ~~shall~~Company befor ~~entitled~~any toreason ~~receive:~~other ~~(i)~~than ~~payment~~ for ~~accrued~~"Cause" ~~unused~~(as ~~vacation~~defined ~~days,~~in ~~(ii~~such Severance Agreement), ~~continued~~or ~~base~~by ~~salary~~such NEO for ~~twelve~~"Good Reason" (~~12)~~as ~~months~~defined ~~after~~in ~~the~~such ~~date~~Severance ~~Mr.~~Agreement), ~~Abd’s~~the ~~employment~~Company ~~terminates,~~will ~~(iii)~~be ~~the~~required ~~unpaid~~to ~~portion~~pay ofsuch NEO the ~~bonus,~~following ifseverance ~~any~~benefits, ~~relating~~less toapplicable ~~any~~withholdings ~~year~~and ~~prior~~deductions: to(a) in the ~~fiscal~~case ~~year~~ of Mr. Abd’s: ~~termination,~~ (ivi) antwenty-four ~~amount~~(24) ~~equal~~months toof ~~the~~his ~~average~~then-existing ~~bonus~~annual ~~for~~salary, (ii) the ~~two~~target ~~fiscal~~bonus ~~years~~equal ~~immediately prior~~ to ~~Mr.~~75% ~~Abd’s~~of ~~termination,~~the ~~payable~~salary inamount ~~equal~~for ~~installments~~twenty-four ~~over~~(24) ~~the~~months, 12(iii) ~~month~~twenty-four ~~period~~(24) ~~after~~months ~~Mr.~~of ~~Abd’s~~his ~~termination,~~car allowance and (viv) ~~reimbursement~~such ofother ~~the~~amounts ~~cost~~as ofmay ~~continuation~~then ~~coverage~~be ofrequired ~~group~~by ~~health~~applicable ~~coverage~~law ~~pursuant~~ to ~~the~~be ~~Consolidated~~paid; ~~Omnibus~~(b) ~~Budget~~in ~~Reconciliation~~the ~~Act~~case of ~~1986,~~Messrs. asRobison ~~amended,~~and ~~for~~Nelb: a(i) ~~maximum of~~ eighteen (18) months toof his then-existing annual salary, (ii) the ~~extent~~target ~~that~~bonus ~~Mr.~~equal ~~Abd~~to ~~elects~~50% ~~such~~of ~~continuation~~the ~~coverage~~salary ~~and~~amount isfor ~~eligible~~eighteen ~~and~~(18) ~~subject~~months, to(iii) ~~the~~eighteen ~~terms~~(18) months of ~~the~~his ~~plan~~car allowance and ~~the~~(iv) ~~law.~~such other amounts as

~~In addition, for a period of twelve (12) months following the termination of Mr. Abd’s employment for any reason, Mr. Abd is subject to non-competition and non-solicitation restrictions.~~ 63

Mr. Abd is subject to confidentiality restrictions concerning our trade secrets and confidential information relating to us not readily available from outside sources. Also, Mr. Abd will not, at any time during or following Mr. Abd's termination of

Table of Contents

~~employment,~~may ~~publish~~then orbe ~~communicate~~required ~~disparaging~~by ~~remarks~~applicable ~~(as~~law ~~defined~~to be paid; and (c) in the ~~Employment~~case ~~Agreement)~~of ~~concerning~~Messrs. usLally and ~~that~~Wehrfritz: ~~all~~(i) ~~copies~~twelve (12) months of ~~materials~~his then-existing annual salary, ~~records~~(ii) the target bonus equal to 50% of the salary amount for twelve (12) months, (iii) twelve (12) months of his car allowance and ~~documents~~(iv) ~~produced~~such other amounts as may then be required by ~~Mr.~~applicable ~~Abd~~law ~~remain~~to ~~our~~be ~~property~~paid.

~~For~~The ~~purposes~~payment of ~~the~~each Employment Agreement, “Cause” means, as determined by the Board (i) indictment for a felony or any crime involving dishonesty or theft; (ii) conduct by Mr. Abd in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (iii) Mr. Abd’NEO's ~~willful~~severance ~~misconduct,~~benefits ~~(iv)~~are ~~Mr.~~subject ~~Abd’s contravention of specific lawful directions related~~ to asuch ~~material duty or responsibility which is directed to be undertaken from the board of our parent; (v) Mr. Abd’~~NEO's ~~material~~timely ~~breach~~execution of ~~his~~a ~~obligations~~full ~~under~~and ~~the~~unconditional ~~Employment~~release ~~Agreement, including, but not limited to breach~~ of ~~Mr.~~any ~~Abd’s obligations under the Employment Agreement,~~ and ~~Mr.~~all ~~Abd’s~~claims ~~continued~~against ~~inattention to or failure to perform adequately~~ the ~~duties~~Company toand beits ~~performed by Mr~~affiliates. If ~~Abd~~such ~~pursuant~~release tois ~~the~~executed, ~~Employment Agreement; (vi) any acts of dishonesty by Mr. Abd resulting or intending to result in personal gain or enrichment at~~ the ~~expense of the~~ Company, ~~its~~shall ~~subsidiaries~~pay orsuch ~~affiliates; (vii) Mr. Abd’~~NEO's ~~failure~~severance tobenefits ~~comply~~as ~~with~~ a ~~material~~lump ~~policy~~sum ~~of the Company, its subsidiaries or affiliates, which, if curable, is not cured or corrected~~ within ~~thirty~~ninety (3090) days ~~after~~following ~~notice from~~ the ~~board~~date of ~~our parent; or (viii) Mr~~termination. Abd’s engaging in personal conduct (including, but not limited to harassment or discrimination of employees, or the use or possession at work of any illegal controlled substance) which seriously discredits or seriously damages, or could seriously discredit or seriously damage, the Company, its subsidiaries or affiliates.

Pursuant to the Severance Agreements, each NEO agreed to certain restrictive covenants regarding non-solicitation and non-competition for the twelve (12) month period following the date of termination. Each NEO also agreed to certain non-disparagement covenants, which non-disparagement covenants do not have a termination date.

Pursuant to the Severance Agreements, each NEO also agreed to certain confidentiality restrictions concerning our trade secrets and confidential information relating to us not readily available from outside sources for the twenty-four (24) month period following the date of termination.

For purposes of the Severance Agreements, "Cause" means, with respect to each NEO, such NEO (i) is charged with or convicted of a felony or any crime involving moral turpitude or has, or is reasonably anticipated to have, an adverse effect on the business of the Company, (ii) engages in fraud, dishonesty, insubordination or misconduct in connection with the business of the Company, (iii) engages in conduct that causes, or reasonably may cause, direct or indirect financial or reputational injury to the Company or its members or managers, (iv) fails in any material respect to perform his duties to the Company and fails to promptly correct such failure after notice from the Company, (v) violates, in any material respect, any of the Company's policies and practices and fails to promptly correct such failure after notice from the Company or (vi) dies.

For purposes of the Severance Agreements, "Good Reason" means, with respect to each NEO, (i) a material diminution of such NEO's base compensation, (ii) a material diminution of such NEO's authority, duties or responsibilities, (iii) a material diminution in the authority, duties of the supervisor which such NEO is required to report to (other than with respect to Mr. Abd), (iv) a material diminution of the budget over which such NEO retains authority, (v) a material change in the geographical location at which such NEO must perform his services or (vi) to the extent such NEO has an employment agreement with the Company, any other action or inaction that constitutes a material breach by the Company of such employment agreement.

Potential Payments Upon Termination or Change in Control

~~With~~Pursuant ~~the~~to ~~exception~~their ofapplicable MrSeverance Agreements, Messrs. Abd, weRobison, doLally, ~~not~~Nelb ~~have~~and ~~any~~Wehrfritz ~~agreements~~are ~~with~~entitled ~~our~~to ~~NEOs~~certain ~~that~~benefits ~~would~~upon ~~entitle~~a ~~them~~termination toby ~~payments~~the ~~and~~Company ~~benefits~~other than for "Cause" (as defined in ~~connection~~the ~~with~~Severance ~~any~~Agreements) and voluntary termination offor ~~employment~~"Good orReason" a(as ~~change~~defined in ~~control~~the Severance Agreements). The following ~~table~~tables describes the payments and benefits that would be provided to MrMessrs. Abd, Robison, Lally, Nelb and Wehrfritz in connection with any termination of employment, including resignation, involuntary termination, ~~death, retirement, disability or a change in control~~ to the extent occurring on November ~~September 30~~21, ~~2012~~2013, which is the ~~last~~date ~~day~~that ofeach ~~our~~NEO ~~fiscal~~became ~~year.~~a party to his Severance Agreement. However, the amounts that would actually be paid under each circumstance can only be determined at the time of termination of employment.

The Compensation Committee may, in its discretion, award payments upon termination or change in control to our NEOs other than Mr. Abd on a case by case basis based on facts and circumstances.



Name	Base Salary	Target Bonus	Car Allowance	Other	Termination by the Company other than for Cause and Voluntary Termination with Good Reason ($)		Change in Control ($)
George A. Abd ^(a)	970,000	727,500	20,400	45,624	$	1,763,524	—
Robert A. Robison ^(b)	390,000	195,000	15,300	34,218	$	634,518	—
Daniel P. Lally ^(c)	235,000	117,500	10,200	22,812	$	385,512	—
Jeffrey J. Nelb ^(d)	495,000	247,500	15,300	34,218	$	792,018	—
Timothy J. Wehfritz^(e)	178,500	89,250	10,200	22,812	$	300,762	—

George A. Abd
Circumstances of Termination
Payments and Benefits	Death ($)	Disability ($)	Cause and Voluntary Termination ($)	Termination by the Company other than for Cause ($)	Change in Control ($)
	(a)	(a)	(a)	(b)
Base salary	—	—	—	475,000	—
Unpaid bonus	—	—	—	—	—
Average bonus from previous two fiscal years	—	—	—	25,000	—
Vacation	45,673	45,673	45,673	45,673	—
Healthcare reimbursement	—	—	—	21,726	—
	45,673	45,673	45,673	567,399	—


^(a)	Under Mr. Abd's Severance Agreement, upon a termination by us without "Cause" (as defined in such Severance Agreement) or by Mr. Abd with "Good Reason" (as defined in such Severance Agreement), Mr. Abd is entitled to (i) twenty-four (24) months of his then-existing annual salary, (ii) the target bonus equal to 75% of the salary amount for

(a) Under the Employment Agreement, upon termination due to death, disability, for “Cause” by us, or by Mr. Abd upon at least sixty (60) days written notice, Mr. Abd, or his legal representative, is entitled to (i) payment of accrued but unpaid base salary to the date of termination and any employee benefits he is entitled to received pursuant to our employee benefit plans in accordance with the terms of such employee benefit plans and appropriate reimbursable expenses incurred but not yet reimbursed.64

(b) Under the Employment Agreement, upon termination by us without “Cause”, Mr. Abd shall be entitled to (i) payment for accrued unused vacation days, (ii) continued base salary for twelve (12) months after the date Mr. Abd’s employment terminates, (iii) the unpaid portion of the bonus, if any, relating to any year prior to the fiscal year of Mr. Abd’s termination, (iv) an amount equal to the average bonus for the two fiscal years immediately prior to Mr. Abd’s termination, payable in equal installments over the 12 month period after Mr. Abd’s termination, and (v)

Table of Contents

~~reimbursement~~twenty-four of(24) ~~the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986~~months, as(iii) ~~amended,~~twenty-four ~~for a maximum of eighteen~~ (1824) months toof ~~the~~his ~~extent~~car ~~that~~allowance ~~Mr.~~and ~~Abd~~(iv) ~~elects~~ such ~~continuation~~other ~~coverage~~amounts ~~and~~as ismay ~~eligible~~then ~~and~~be ~~subject~~required toby ~~the~~applicable ~~terms~~law ofto ~~the~~be ~~plan and the law~~paid.

^(b)

Under Mr. Robison's Severance Agreement, upon a termination by us without "Cause" (as defined in such Severance Agreement) or by Mr. Robison with "Good Reason" (as defined in such Severance Agreement), Mr. Robison is entitled to (i) eighteen (18) months of his then-existing annual salary, (ii) the target bonus equal to 50% of the salary amount for eighteen (18) months, (iii) eighteen (18) months of his car allowance and (iv) such other amounts as may then be required by applicable law to be paid.

^(c)

Under Mr. Lally's Severance Agreement, upon a termination by us without "Cause" (as defined in such Severance Agreement) or by Mr. Lally with "Good Reason" (as defined in such Severance Agreement), Mr. Lally is entitled to (i) twelve (12) months of his then-existing annual salary, (ii) the target bonus equal to 50% of the salary amount for twelve (12) months, (iii) twelve (12) months of his car allowance and (iv) such other amounts as may then be required by applicable law to be paid.

^(d)

Under Mr. Nelb's Severance Agreement, upon a termination by us without "Cause" (as defined in such Severance Agreement) or by Mr. Nelb with "Good Reason" (as defined in such Severance Agreement), Mr. Nelb is entitled to (i) eighteen (18) months of his then-existing annual salary, (ii) the target bonus equal to 50% of the salary amount for eighteen (18) months, (iii) eighteen (18) months of his car allowance and (iv) such other amounts as may then be required by applicable law to be paid.

^(e)

Under Mr. Wehrfritz's Severance Agreement, upon a termination by us without "Cause" (as defined in such Severance Agreement) or by Mr. Wehrfritz with "Good Reason" (as defined in such Severance Agreement), Mr. Wehrfritz is entitled to (i) twelve (12) months of his then-existing annual salary, (ii) the target bonus equal to 50% of the salary amount for twelve (12) months, (iii) twelve (12) months of his car allowance and (iv) such other amounts as may then be required by applicable law to be paid.

The Compensation Committee may, in its discretion, award additional payments upon termination or change in control to our NEOs on a case by case basis based on facts and circumstances.

Table of Contents

COMPENSATION OF DIRECTORS

Messrs. Kaplan, Miller and Reidy receive $7,500 per meeting of the board of directors of our parent. Mr. Harbison receives an annual consulting and director fee pursuant to a Consulting Agreement with the Company. See Item 13 “Certain Relationships and Related Transactions, and Director Independence—Consulting Agreement.” None of our parent’s other directors receive compensation for their service as directors of our parent.

The following table sets forth certain information with respect to the compensation we paid to members of the board of directors of our parent during FY ~~2012~~2013.

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(2)	Total ($)
George A. Abd	—	—	—	—	—	—	—
Keith S. Harbison	~~200~~300,000	—	—	—	—	~~845~~754,~~771~~567	1,~~045~~054,~~771~~567
Harley B. Kaplan	3722,500	—	—	—	—	63,~~516~~870	4426,~~016~~370
Alan H. Miller	3722,500	—	—	—	—	—	3722,500
Howard D. Morgan	—	—	—	—	—	—	—
Anand T. Philip	—	—	—	—	—	—	—
Eric M. Schwartz (3)	—	—	—	—	—	—	—
William M. Pruellage	—	—	—	—	—	—	—
Bernard Reidy	3722,500	—	—	—	—	2,~~294~~071	3924,~~794~~571
Brett A. Snyder	—	—	—	—	—	~~5,182~~—	~~5,182~~—


(1)	For Mr. Harbison, fees earned or paid in cash represent directors fees paid pursuant to a Consulting Agreement between the Company and Mr. Harbison. See Item 13 “Certain Relationships and Related Transactions, and Director Independence—Consulting Agreement.”

(2) For Mr. Harbison, all other compensation represents consulting fees and additional payments of $~~845~~754,~~100~~567 paid pursuant to a Consulting Agreement between Mr. Harbison and the Company ~~and $671 of reimbursement of travel expenses incurred while fulfilling his role as a director~~. See Item 13 “Certain Relationships and Related Transactions, and Director Independence—Consulting Agreement.” For each other director, all other compensation represents the reimbursement of travel expenses incurred by that director while fulfilling that director’s role as a director.

63(3) Mr. Schwartz was appointed to the board of directors of our parent on November 21, 2013.

Table of Contents


Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

All of our outstanding membership interests are held by Pretium Intermediate, which, in turn, is directly wholly-owned by Pretium Holding. Pretium Holding is a member-managed limited liability company.

The membership units of Pretium Holding are designated Class A units, Class B-1 units, Class B-2 units and Class B-3 units. The Class A and B-2 units contain certain distribution and liquidation preferences, the Class B-1 units contain voting rights and the Class B-3 units are non-voting units intended for employees and directors.

The following table sets forth information with respect to the beneficial ownership of Pretium Holding’s units as of November 30, ~~2012~~2013 by:


•	each person who is known to us to beneficially own 5% of more of each class of Pretium Holding’s outstanding units; and


•	each of our executive officers named in the Summary Compensation Table and all of Pretium Holding’s directors as a group.

	Percentage of Total	Percentage of Total	Percentage of Total	Percentage of Total
Name and Address of Beneficial Owner	Class A Units	Class B-1 Units	Class B-2 Units	Class B-3 Units
John K. Castle (1)	62.3%	62.9%	—%	—
Keith S. Harbison (2)	14.0%	14.2%	100%	—
Brett A. Snyder (3)	22.6%	22.9%	—	—
LEF II Holdings, LLC	22.2%	22.4%	—	—
Cornelia Partners, LLC	*	*	—	—
George A. Abd	*	—	—	42.1%
Robert A. Robison	*	—	—	7.4%
Daniel P. Lally	*	—	—	2.1%
Jeffrey J. Nelb	—	—	—	—
Timothy J. Wehrfritz	*	—	—	2.6%
Harley B. Kaplan	*	—	—	10.5%
Alan H. Miller	*	—	—	15.8%
Howard D. Morgan	—	—	—	—
Anand T. Philip	—	—	—	—
Eric M. Schwartz (4)	—	—	—	—
William M. Pruellage	—	—	—	—
Bernard Reidy		—	—	10.5%
All directors and officers as a group	37.7%	37.1%	100.0%	91.1%

* Denotes beneficial ownership of less than 1% of the class of units. Beneficial ownership is determined in accordance with the rules of the SEC.

(1)

John K. Castle is the controlling stockholder of Castle Harlan Partners V GP, Inc., the general partner of the general partner of CHPV. Mr. Castle may be deemed to be the beneficial owner of the units owned by CH Pitcher, LLC. Mr. Castle disclaims beneficial ownership of all units referred to in this paragraph in excess of his proportionate partnership share of CHPV. The address for Mr. Castle is c/o Castle Harlan, Inc., 150 East 58th Street, New York, New York 10155.

(2)

Includes membership units directly owned by each of Harbison Corporation, KS Harbison Company, LLC, Keith Harbison Corporation and the Earle H. Harbison Irrevocable Trust FBO Keith S. Harbison UAD November 23, 2010 (collectively, the “Harbison Affiliates”). Keith S. Harbison exercises sole voting and investment authority over all of the Pretium Holding Class A membership units owned by the Harbison Affiliates. As such, Mr. Harbison may be deemed to be the beneficial owner of the units owned by the Harbison Affiliates. Mr. Harbison disclaims beneficial ownership of all units referred to in this paragraph in excess of his proportionate equity interests in each of the Harbison Affiliates. The address for Mr. Harbison is c/o Harbison Corp., 7701 Forsyth Blvd., Suite 1000, St. Louis, Missouri 63105.


(3)	Includes membership units owned by LEF II Holdings, LLC and Cornelia Partners, LLC over which Mr. Snyder exercises sole voting and investment authority. As such, Mr. Snyder may be deemed to be the beneficial owner of units owned by

6467

Table of Contents

LEF II Holdings, LLC and Cornelia Partners, LLC. Mr. Snyder disclaims beneficial ownership of all units referred to in this paragraph in excess of his proportionate equity interests in LEF II Holdings, LLC and Cornelia Partners, LLC. The address for Mr. Snyder is c/o Nicolet Capital Partners, LLC 1603 Orrington Avenue, Evanston, Illinois 60201.


(4)	Mr. Schwartz was appointed to the board of directors of our parent on November 21, 2013


Item 13.	Certain Relationships and Related Transactions, and Director Independence.

Management Agreement

At the closing of the Acquisition, Pretium, Pretium Holding, Pretium Intermediate Holding, PVC, Robb and Mont Royal, L.L.C. (collectively referred to as “Pretium Companies”) entered into a management agreement with Castle Harlan pursuant to which Castle Harlan provides business and organizational strategy, financial and investment management, advisory, merchant and investment banking services to the Pretium Companies upon the terms and conditions set forth in the management agreement.

As compensation for those services, including planning and negotiating the Acquisition and related matters, the Pretium Companies pay Castle Harlan an ongoing annual management fee of $2.25 million plus expenses. The Pretium Companies paid the first year’s management fee in advance. The Pretium Companies also paid Castle Harlan a one-time transaction fee of $0.8 million in connection with the Acquisition.

In addition, if at any time CHPV (including its limited partners) or any of its affiliates makes any additional equity contributions to the Pretium Companies, the Pretium Companies will pay Castle Harlan an annual management fee equal to a fixed percentage of each such equity contribution. At the request of the Pretium Companies, Castle Harlan may perform additional services for fees which will be determined by the Pretium Companies and Castle Harlan. The Pretium Companies will also pay or reimburse Castle Harlan for all out-of-pocket fees and expenses incurred by Castle Harlan and any advisors, consultants, legal counsel and other professionals engaged by Castle Harlan to assist in the provision of services under the management agreement.

Under the management agreement, the Pretium Companies will indemnify Castle Harlan from and against all liabilities, costs, charges and expenses related to the performance of its duties under the management agreement, other than those of the foregoing that result from Castle Harlan’s gross negligence or willful misconduct. The management agreement has an initial term expiring on December 31, 2017, with the term of the agreement renewing automatically from year to year thereafter unless terminated by Castle Harlan or us upon 90 days’ notice prior to the expiration of the then-current term.

We recorded total expense related to the management agreement of $2.3 million for the fiscal year ended September 30, ~~2012~~2013.

Consulting Agreement

In connection with the Acquisition, we negotiated and entered into a Consulting Agreement with Keith S. Harbison, the controlling equity holder of Pretium prior to the Acquisition and an equity co-investor in Pretium Holding, under which Mr. Harbison provides consulting services to us and serves on the board of directors of Pretium Holding.

As compensation for services under this agreement, we pay Mr. Harbison an annual fee equal to $1.0 million in the aggregate. We paid Mr. Harbison $1.0 million in fees under this agreement for the fiscal year ended September 30, ~~2012~~2013.

The consulting agreement has an initial term expiring on the earliest of February 16, 2017, the consummation of a change of control of Pretium Holding or a sale of all or substantially all of Pretium Holding’s assets to a third party, and the date on which the consulting agreement is terminated by us for cause, Mr. Harbison’s death or disability or for any other reason.

6568

Table of Contents


Item 14.	Principal Accountant Fees and Services.

Independent Registered Public Accountants

KPMG, LLP (“KPMG”) served as our independent registered public accounting firm for the fiscal years ended September 30, ~~2012~~2013 and ~~2011~~2012. The following table sets forth (in thousands) fees billed or estimated to be billed to us by KPMG for fiscal year ~~2012~~2013 and fiscal year ~~2011~~2012:

Name	~~Fiscal2012~~Fiscal2013		~~Fiscal2011~~Fiscal2012
Audit fees	$	~~397~~423	$	~~945~~397
Audit-related fees	92289		~~493~~92
Tax fees	97137		~~155~~97
Total	$	~~586~~849	$	~~1,593~~586

Audit fees include fees for the annual audit of our consolidated financial statements, reviews of our interim financial statements, review of our registration statement, and services normally provided by our accountants in connection with statutory and regulatory filings or engagements.

Audit-related fees include fees for work performed in connection with due diligence procedures performed in connection with the exploration of potential transactions.

Tax fees consist of fees for professional services and special transaction related tax projects.

Audit Committee Pre-Approval Policy

Pursuant to our Audit Committee Charter, all permissible non-audit services to be performed by KPMG must be pre-approved by the Audit Committee.

6669

Table of Contents

PART IV


Item 15.	Exhibits and Financial Statement Schedules.


(a)	The following documents are filed as a part of this report:

(1)	Financial Statements: The following consolidated financial statements of Pretium Packaging are incorporated by reference as part of this annual report at Item 8 hereof.
		Page #
	Report of Independent Registered Public Accounting Firm	3032
	Consolidated Balance Sheets as of September 30, 2012 and 2011	3133
	Consolidated Statements of Operations, Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010	32
	Consolidated Statements of Operations, Fiscal years ended September 30, 2013, 2012 and 2011	34
	Consolidated Statements of Comprehensive Income (Loss), Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010	33
	Consolidated Statements of Comprehensive Income (Loss), Fiscal years ended September 30, 2013, 2012 and 2011	35
	Consolidated Statements of Changes in Members’ Equity (Deficit), Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010	34
	Consolidated Statements of Changes in Members’ Equity (Deficit), Fiscal years ended September 30, 2013, 2012 and 2011	36
	Consolidated Statements of Cash Flows, Fiscal years ended September 30, 2012 and 2011, February 17, 2010 to September 30, 2010, and October 1, 2009 to February 16, 2010	35
	Consolidated Statements of Cash Flows, Fiscal years ended September 30, 2013, 2012 and 2011	37
	Notes to Consolidated Financial Statements	3739
(2)	Financial Statement Schedules:
	The information required to be submitted in the Financial Statement Schedules for Pretium Packaging has either been shown in the financial statements or notes, or is not applicable or required under Regulation S-X; therefore, those schedules have been omitted.
(3)	Exhibits
	See the list of exhibits in the Exhibit Index to this Annual Report on Form 10-K, which is incorporated herein by reference.

6770

Table of Contents

Exhibit Index
Exhibit No.	Description
3.1	Certificate of Formation of Pretium Packaging, L.L.C. (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
3.2	Fourth Amended and Restated Operating Agreement of Pretium Packaging, L.L.C. (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
3.3	Certificate of Incorporation of Pretium Finance, Inc. (incorporated by reference from Exhibit 3.3 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
3.4	Bylaws of Pretium Finance, Inc. (incorporated by reference from Exhibit 3.4 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
4.1	Indenture, dated as of March 31, 2011, by and among Pretium Packaging, L.L.C., Pretium Finance, Inc., Airopak Corporation, Mont Royal, L.L.C., MR Grantor Trust, Novapak Corporation, Pretium Canada Company, PVC Container Corporation, Robb Container Corporation, the Bank of New York Mellon Trust Company, N.A. and Bank of New York Trust Company of Canada (incorporated by reference from Exhibit 4.1 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
4.2	Form of 11.50% Senior Secured Notes due 2016 (included in Exhibit 4.1)
4.3	Form of Guarantee (included in Exhibit 4.1)
10.1+	Employment Agreement, dated February 16, 2010, between Pretium Packaging, L.L.C. and George Abd (incorporated by reference from Exhibit 10.1 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
10.1	Management Agreement, dated February 16, 2010, between Pretium Packaging, L.L.C., Pretium Holding, L.L.C., Pretium Intermediate Holding, LLC, Novapak Corporation, Robb Container Corporation, Mont Royal, L.L.C. and Castle Harlan Inc. (incorporated by reference from Exhibit 10.2 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
10.2	Management Agreement, dated February 16, 2010, between Pretium Packaging, L.L.C., Pretium Holding, L.L.C., Pretium Intermediate Holding, LLC, Novapak Corporation, Robb Container Corporation, Mont Royal, L.L.C. and Castle Harlan Inc. (incorporated by reference from Exhibit 10.2 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
10.2*	Amended and Restated Credit Agreement, dated as of April 20, 2011, among Pretium Packaging, L.L.C., certain subsidiaries of the Company as co-borrowers, Pretium Intermediate Holding, LLC, the guarantors party thereto, PNC Bank, National Association, as administrative agent, collateral agent and issuing bank and the lenders party thereto (incorporated by reference from Exhibit 10.3 to Amendment No.1 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on October 12, 2011)
10.3*	Amended and Restated Credit Agreement, dated as of April 20, 2011, among Pretium Packaging, L.L.C., certain subsidiaries of the Company as co-borrowers, Pretium Intermediate Holding, LLC, the guarantors party thereto, PNC Bank, National Association, as administrative agent, collateral agent and issuing bank and the lenders party thereto (incorporated by reference from Exhibit 10.3 to Amendment No.1 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on October 12, 2011)
10.3	Intercreditor Agreement, dated March 31, 2011, by and among Jefferies Finance LLC, The Bank of New York Mellon Trust Company, N.A. and the Bank of New York Trust Company of Canada and acknowledged and agreed to by Pretium Packaging, L.L.C. (incorporated by reference from Exhibit 10.4 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
10.4	Intercreditor Agreement, dated March 31, 2011, by and among Jefferies Finance LLC, The Bank of New York Mellon Trust Company, N.A. and the Bank of New York Trust Company of Canada and acknowledged and agreed to by Pretium Packaging, L.L.C. (incorporated by reference from Exhibit 10.4 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
10.4*	Senior Notes Security Agreement, dated as of March 31, 2011, by and among The Bank of New York Mellon Trust Company, N.A. and the grantors party thereto (incorporated by reference from Exhibit 10.5 to Amendment No.1 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on October 12, 2011)
10.5*	Senior Notes Security Agreement, dated as of March 31, 2011, by and among The Bank of New York Mellon Trust Company, N.A. and the grantors party thereto (incorporated by reference from Exhibit 10.5 to Amendment No.1 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on October 12, 2011)
10.5	Consulting Agreement, dated February 16, 2011, between Keith S. Harbison and Pretium Packaging, L.L.C. (incorporated by reference from Exhibit 10.6 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
10.6	Consulting Agreement, dated February 16, 2011, between Keith S. Harbison and Pretium Packaging, L.L.C. (incorporated by reference from Exhibit 10.6 to the Registration Statement of Form S-4 (File No. 333-176592) of Pretium Packaging, L.L.C. and Pretium Finance, Inc., filed on August 31, 2011)
10.6+**	Executive Severance Agreement, dated November 21, 2013, between George A. Abd and Pretium Packaging, L.L.C.
21.1	Subsidiaries of the registrant
10.7+**	Form of Executive Severance Agreement between Pretium Packaging, L.L.C. and each of Robert A. Robison and Jeffrey J. Nelb

6871

Table of Contents

Exhibit Index
Exhibit No.	Description
10.8+**	Form of Executive Severance Agreement between Pretium Packaging, L.L.C. and each of Daniel P. Lally and Timothy J. Wehrfritz
21.1	Subsidiaries of the registrant
31.1 **	Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 **	Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 **	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 **	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS§	XBRL Instance Document
101.SCH§	XBRL Taxonomy Extension Schema Document
101.CAL§	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF§	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB§	XBRL Taxonomy Extension Label Linkbase Document
101.PRE§	XBRL Taxonomy Extension Presentation Linkbase Document

+	Management contract or compensatory plans or arrangements.
*	Portions of this document have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.
**	Filed herewith.
§	These exhibits are tofurnished ~~be filed by amendment~~herewith. In accordance with Rule 406T of Regulation S-T, these exhibits are not deemed to be filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

6972

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PRETIUM PACKAGING, L.L.C.
Date:	~~November~~December 304, ~~2012~~2013	By:	/s/ George A. Abd
			George A. Abd
			President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/ George A. Abd	President, Chief Executive Officer and Director	~~November~~December 304, ~~2012~~2013
George A. Abd	(Principal Executive Officer)
/S/ Robert A. Robison	Vice President, Chief Financial Officer	~~November~~December 304, ~~2012~~2013
Robert A. Robison	(Principal Financial and Accounting Officer)
/S/ Keith S. Harbison	Director Pretium Holding, LLC	~~November~~December 304, ~~2012~~2013
Keith S. Harbison
/S/ Harley B. Kaplan	Director Pretium Holding, LLC	~~November~~December 304, ~~2012~~2013
Harley B. Kaplan
/S/ Alan H. Miller	Director Pretium Holding, LLC	~~November~~December 304, ~~2012~~2013
Alan H. Miller
/S/ Howard D. Morgan	Director Pretium Holding, LLC	~~November~~December 304, ~~2012~~2013
Howard D. Morgan
/S/ Anand T. Philip	Director Pretium Holding, LLC	November 30, 2012
/S/ William M. Pruellage	Director Pretium Holding, LLC	December 4, 2013
Anand T. Philip
/S/ William M. Pruellage	Director Pretium Holding, LLC	November 30, 2012
William M. Pruellage
/S/ Bernard Reidy	Director Pretium Holding, LLC	~~November~~December 304, ~~2012~~2013
Bernard Reidy
/S/ Brett A. Snyder	Director Pretium Holding, LLC	~~November~~December 304, ~~2012~~2013
Brett A. Snyder
/S/ Eric M. Schwartz	Director Pretium Holding, LLC	December 4, 2013
Eric M. Schwartz

7073

Filing Compare · PRETIUM PACKAGING L L C