UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~June~~December 3031, 2013



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

For the transition period from to

_____________________________________

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 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 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 ~~August~~February 137, ~~2013~~2014:



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-Q is a combined quarterly 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 H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

Table of Contents

Index to Form 10-Q

		Page
	PART I - FINANCIAL INFORMATION:
ITEM 1	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	3
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 3	Quantitative and Qualitative Disclosure about Market Risk	21
ITEM 4	Controls and Procedures	2221
	PART ll - OTHER INFORMATION:
ITEM 1	Legal Proceedings	2322
ITEM 1A	Risk Factors	2322
ITEM 2	Unregistered Sale of Equity Securities and Use of Proceeds	2322
ITEM 3	Defaults Upon Senior Securities	2322
ITEM 4	Mine Safety Disclosures	2322
ITEM 5	Other Information	2322
ITEM 6	Exhibits	2322
	SIGNATURES	2423
	INDEX TO EXHIBITS	2524

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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 “"Notes”" means the senior secured notes issued on March 31, 2011 in an aggregate principal amount of $150.0 million. The “"ABL Facility”" means our asset backed revolving credit facility.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements which may be "forward-looking statements" within the meaning of the federal securities laws. All of the statements other than historical facts are forward-looking statements. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The words “could,” “anticipate,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions, identify forward-looking statements.

Although we believe that these statements are based on reasonable assumptions, they are subject to numerous risks, uncertainties and other factors that may be beyond our control. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements.

These risks, uncertainties and other factors include, but are not limited to:


•	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; and


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

The foregoing factors should not be construed as exhaustive and should be read together with important information regarding risks and factors that may affect the Company’s future performance set forth under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2012~~2013 (under "Item 1A Risk Factors").

These statements reflect the current views and assumptions of management with respect to future events. 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. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The inclusion of any statement in this Quarterly Report on Form 10-Q does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

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PART ~~1 – FINANCIAL INFORMATION~~I

Item 1. Financial Statements and Supplementary Data

PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)



	December 31, 2013			September 30, 2013
Assets	(unaudited)
Current assets:
Cash	$	2,408		$	1,179
Accounts receivable, net of allowances of $691 and $611	23,779			27,537
Inventories	27,030			25,759
Prepaid expenses and other assets	3,341			4,862
Deferred tax assets	532			445
Total current assets	57,090			59,782
Property, plant and equipment, net	64,463			61,963
Other assets:
Goodwill	40,309			40,408
Other intangibles, net	32,884			33,403
Deferred financing fees, net	4,295			4,789
Other non current assets	361			371
Total other assets	77,849			78,971
Total assets	$	199,402		$	200,716
Liabilities and Members' Deficit
Current liabilities:
Current maturities of long-term debt	$	638		$	25
Accounts payable	21,002			25,010
Accrued expenses	8,188			7,468
Accrued interest and bank fees	4,377			8,674
Total current liabilities	34,205			41,177
Long-term liabilities:
Long-term debt, less current maturities	168,732			155,490
Deferred tax liabilities	8,970			9,166
Other long-term liabilities	812			594
Total long-term liabilities	178,514			165,250

Members' deficit:
Members' deficit	(13,355		)	(6,112		)
Accumulated other comprehensive income	38			401
Total members' deficit	(13,317		)	(5,711		)
Total liabilities and members' deficit	$	199,402		$	200,716

	June 30, 2013			September 30, 2012
Assets
Current assets:
Cash	$	645		$	913
Accounts receivable, net of allowances of $825 and $716	27,420			24,163
Inventories	26,684			23,895
Prepaid expenses and other assets	3,131			3,671
Deferred tax assets	614			669
Total current assets	58,494			53,311
Property, plant and equipment, net	66,542			72,410
Other assets:
Goodwill	40,343			40,561
Other intangibles, net	33,596			35,010
Deferred financing fees, net	5,277			6,738
Other non current assets	364			393
Total other assets	79,580			82,702
Total assets	$	204,616		$	208,423
Liabilities and Members' Equity (Deficit)
Current liabilities:
Current maturities of long-term debt	$	50		$	159
Accounts payable	24,490			22,363
Accrued expenses	6,849			6,254
Accrued interest and bank fees	4,363			8,672
Total current liabilities	35,752			37,448
Long-term liabilities:
Long-term debt, less current maturities	160,210			150,025
Deferred tax liabilities	8,619			9,610
Other long-term liabilities	500			683
Total long-term liabilities	169,329			160,318
Members' equity (deficit):
Members' equity (deficit)	(500		)	9,265
Accumulated other comprehensive income	35			1,392
Total members' equity (deficit)	(465		)	10,657
Total liabilities and members' equity (deficit)	$	204,616		$	208,423

See accompanying notes to condensed consolidated financial statements.

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PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	June 30,						June 30,
	December 31,
	2013			2012			~~2013~~			~~2012~~
Net sales	$	6357,~~220~~125		$	6052,~~686~~720		$	~~178,601~~		$	~~174,783~~
Cost of sales	5450,~~283~~528			5246,~~288~~018			~~154,560~~			~~150,865~~
Gross profit	86,~~937~~597			86,~~398~~702			~~24,041~~			~~23,918~~
Operating expenses:
Selling, general and administrative expenses	4,~~990~~818			4,~~661~~585			~~14,358~~			~~13,794~~
Transaction-related fees and expenses	—			107			895			307
Restructuring costs	3,108			—
Loss on foreign currency exchange	100			80			257			71
Transaction-related fees and expenses	—			895
Loss on disposal of plant and equipment	709			—			709			—
Loss on foreign currency exchange	100			53
Depreciation	~~109~~87			~~112~~129			~~367~~			~~332~~
Amortization of intangibles	~~323~~322			~~324~~325			~~973~~			~~972~~
Total operating expenses	68,~~231~~435			5,~~284~~987			~~17,559~~			~~15,476~~
Income from operations	2,706			3,114			6,482			8,442
Income (loss) from operations	(1,838		)	715
Other expenses:
Interest	4,~~918~~931			4,~~919~~909			~~14,727~~			~~14,764~~
Total other expenses	4,918			4,919			14,727			14,764
Loss before income tax provision	(6,769		)	(4,194		)
Loss before income tax provision	(2,212		)	(1,805		)	(8,245		)	(6,322		)
Income tax provision	474			483
Income tax provision	512			1,039			1,520			2,490
Net loss	$	(7,243	)	$	(4,677	)
Net loss	$	(2,724	)	$	(2,844	)	$	(9,765	)	$	(8,812	)

See accompanying notes to condensed consolidated financial statements.

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PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (~~LOSS)

(in thousands)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	June 30,						June 30,
	December 31,
	2013			2012			~~2013~~			~~2012~~
Comprehensive Income (Loss):
Comprehensive Loss:
Net loss	$	(27,~~724~~243	)	$	(24,~~844~~677	)	$	~~(9,765~~	)	$	~~(8,812~~	)
Other comprehensive income (loss), net of tax:
Other comprehensive loss, net of tax:
Foreign currency translation adjustments, net	(~~666~~363		)	(~~467~~258		)	~~(1,357~~		)	~~670~~
Total comprehensive loss	$	(3,390	)	$	(3,311	)	$	(11,122	)	$	(8,142	)
Total Comprehensive Loss	$	(7,606	)	$	(4,935	)

See accompanying notes to condensed consolidated financial statements.

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PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	June 30,
	December 31,
	2013			2012
Cash Flows From Operating Activities
Net loss	$	(97,~~765~~243	)	$	(84,~~812~~677	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	124,~~082~~146			103,~~902~~979
Amortization of intangibles	~~973~~322			~~972~~325
Amortization of deferred financing fees	~~1,461~~494			~~1,478~~488
Loss on disposal of plant and equipment	709			—
Deferred taxes	(259		)	(182		)
Deferred taxes	(883		)	392
Changes in assets and liabilities:
Accounts receivable	(3,~~507~~631		)	13,~~566~~313
Inventories	(31,~~106~~379		)	1(3,~~197~~284		)
Prepaid expenses and other assets	~~524~~1,519			1,~~245~~367
Accounts payable and accrued expenses	(3,~~038~~140		)	(31,~~807~~734		)
Accrued interest and bank fees	(4,~~309~~297		)	(4,~~331~~297		)
Other	(~~139~~110		)	(5250		)
Net cash (used in) provided by operating activities	(2,922		)	750
Net cash used in operating activities	(6,316		)	(4,752		)
Cash Flows From Investing Activities
Purchase of property, plant and equipment	(76,~~597~~402		)	(62,~~989~~900		)
Proceeds from sale of plant and equipment	194			—
Net cash used in investing activities	(6,402		)	(2,900		)
Net cash used in investing activities	(7,403		)	(6,989		)
Cash Flows From Financing Activities
Repayments to revolving line of credit	(47,352		)	(50,637		)
Proceeds from sale-leaseback transaction	2,925			—
Proceeds from revolving line of credit	57,562			56,753
Repayments of revolving line of credit	(13,033		)	(15,493		)
Repayments of other debt obligations	(134		)	(125		)
Proceeds from revolving line of credit	23,988			23,473
Payment of bank and other related loan fees	—			(16		)
Repayments of other debt obligations	(25		)	(44		)
Net cash provided by financing activities	1013,~~076~~855			57,~~975~~936
Net decrease in cash	(249		)	(264		)
Net increase in cash	1,137			284
Effect of foreign currency translation adjustment	~~(19~~92		)	20(6		)
Cash - beginning of period	~~913~~1,179			~~1,156~~913
Cash - end of period	$	~~645~~2,408		$	~~912~~1,191
Supplemental Disclosure of Cash Flow Information
Interest paid	$	178,~~551~~730		$	178,~~584~~713
Income taxes paid	$	~~2,302~~32		$	~~1,273~~277

See accompanying notes to condensed consolidated financial statements.

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PRETIUM PACKAGING, L.L.C. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

(Unaudited)


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. The Company is a wholly owned subsidiary of Pretium Intermediate Holding, LLC (“Pretium Intermediate”), which is a wholly owned subsidiary of Pretium Holding, LLC (“Pretium Holding”).

OnThe ~~February 16, 2010, all of the~~ Company's ~~operations~~conducts ~~were~~its ~~acquired~~business byfrom ~~Pretium~~its ~~Intermediate~~corporate ~~Holding,~~headquarters ~~LLC~~in ~~(the “Acquisition”)~~Chesterfield, ~~a newly formed Delaware limited liability company for the purpose of the Acquisition. This transaction was accounted for as a business combination~~Missouri, ~~which~~with ~~required~~nine anmanufacturing ~~allocation~~plants ofin the ~~total~~United ~~consideration~~States ~~to the identifiable assets~~ and ~~liabilities~~one ~~measured~~in atCanada ~~fair~~(“Pretium ~~value at the acquisition date~~Canada”). The Company ismanufactures ~~now~~ a ~~wholly~~variety ~~owned subsidiary~~ of ~~Pretium~~injection ~~Intermediate~~blow ~~Holding,~~molded ~~LLC~~ (“~~Pretium Intermediate~~IBM”), ~~which~~extrusion isblow amolded ~~wholly~~(“EBM”), ~~owned~~injection ~~subsidiary~~stretch ofblow ~~Pretium~~molded ~~Holding,~~(“SBM”) ~~LLC~~and injection molded (“~~Pretium Holding~~IM”). plastic bottles, jars, containers, preforms, and closures.

The Company conducts 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 (“IM”) plastic bottles, jars, containers, preforms, and closures.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such financial statements.

The unaudited interim condensed consolidated financial statements should be read in conjunction with the complete consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2012~~2013.

Other than as specifically indicated in these “Notes to Condensed Consolidated Financial Statements” included in this Quarterly Report on Form 10-Q, the Company has not materially changed its significant accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended September 30, ~~2012~~2013.

Recently Issued ~~and Adopted~~ 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 ~~2011~~2013-0502 requires an entity to ~~present~~provide information about the ~~components~~amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either in athe ~~single~~consolidated ~~continuous~~statements ~~statement~~of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income orby inthe ~~two~~respective ~~separate~~line items of net income, but ~~consecutive~~only ~~statements.~~if ~~The~~the ~~update~~amount reclassified is ~~effective~~required ~~for~~to ~~fiscal~~be ~~years~~reclassified to net income in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income, ~~and~~an ~~interim~~entity ~~periods~~is ~~within~~required to cross-reference to other disclosures required that provide additional detail about those ~~years,~~amounts. The disclosures required by ASU 2013-02 are required for public entities for annual periods beginning after December 15, ~~2011~~2012 and ~~should~~interim beperiods ~~applied~~within ~~retrospectively.~~those years. The adoption of this ~~guidance~~update did not have aany ~~significant~~effect ~~impact~~ on the ~~Company's~~ consolidated financial ~~position~~statements orand ~~results~~related disclosures of ~~operations~~the Company.

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.

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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. 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 did not have a significant impact on the Company's consolidated financial position or results of operations.

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. 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 adoption of this guidance did not have a significant impact on the Company's consolidated financial position or results of operations.


Note 2.	Inventories

Inventories, stated at lower of cost or market, consisted of the following at ~~June~~December 3031, 2013 and September 30, ~~2012~~2013:

	June 30, 2013		September 30, 2012
	December 31, 2013		September 30, 2013
Finished goods	$	14,~~296~~238	$	1213,~~475~~699
Raw materials	12,~~388~~792		1112,~~420~~060
Inventories	$	2627,~~684~~030	$	2325,~~895~~759


Note 3.	Property, Plant, and Equipment, Net

Property, plant, and equipment atconsist ~~June 30, 2013 and September 30, 2012 consisted~~ of the following:

	June 30, 2013			September 30, 2012
	December 31, 2013			September 30, 2013
Land	$	12,~~770~~352		$	21,~~120~~645
Buildings and improvements	2324,~~860~~713			2421,~~962~~538
Machinery and equipment	5657,~~450~~474			5460,~~469~~336
Molds	27,208			24,866
Capitalized leases - machinery and equipment	2,994			—
Capital improvements in progress	4,574			1,794
Molds	30,093			28,674
Property, plant and equipment, gross	113,862			108,211
Capital improvements in progress	3,329			2,741
Accumulated depreciation	(47,320		)	(35,801		)
Property, plant and equipment, gross	120,955			114,934
Property, plant and equipment, net	$	66,542		$	72,410
Accumulated depreciation	(56,492		)	(52,971		)
Property, plant and equipment, net	$	64,463		$	61,963

Depreciation expense was $4.1 million and $4.0 million during the three month periods ended December 31, 2013, and December 31, 2012, respectively. The $4.1 million of depreciation expense recognized during the three months ended December 31, 2013 included $0.2 million of accelerated depreciation related to the announced closure of the Pointe Claire, Quebec manufacturing facility discussed further in Note 8.

In November 2013, the Company exercised its option to purchase its leased manufacturing facility in Manchester, Pennsylvania for $3.6 million.

In December 2013, the Company entered into a sale-leaseback transaction pursuant to which it sold and leased back manufacturing equipment located at its facilities in Hazleton, Pennsylvania, and Hermann, Missouri under a four year lease agreement containing a bargain purchase option at the end of the lease term. The future minimum lease payments of the capital lease are $0.6 million, $0.8 million, $0.8 million, $0.8 million, and $0.2 million in fiscal years 2014, 2015, 2016, 2017 and 2018, respectively. This equipment is reflected within capitalized leases in the above table. The Company received net proceeds from the sale-leaseback transaction of $2.9 million, which resulted in a deferred gain of $0.3 million that will be offset against the future amortization of the leased assets beginning in Q2 2014.

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Depreciation expense was $4.1 million and $3.7 million during the three month periods ended June 30, 2013 and 2012, respectively. Depreciation expense was $12.1 million and $10.9 million during the nine month periods ended June 30, 2013 and 2012, respectively.


Note 4.	Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for ~~the~~three ~~nine~~ month period ended ~~June~~December 3031, 2013 and the year ended September 30, ~~2012~~2013 are presented in the table below:

	June 30, 2013			September 30, 2012
	December 31, 2013			September 30, 2013
Beginning balance	$	40,~~561~~408		$	40,~~354~~561
Currency translation adjustment	(~~218~~99		)	~~207~~(153		)
Ending balance	$	40,~~343~~309		$	40,~~561~~408

Other Intangible Assets

The following table presents the gross carrying amount and accumulated amortization of other intangible assets at ~~June~~December 3031, 2013:

	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	~~(4,383~~$	)(5,028	)	2	$	(34	$)	~~21,419~~	$	20,738
Trademarks	12,280		Indefinite	(80	)	)	~~(23~~	)(54		~~12,177~~)		12,146
Total	$	38,080		~~(4,463~~$	)(5,108	)	~~(21~~	)$	(88	$)	~~33,596~~	$	32,884

The following table presents the gross carrying amount and accumulated amortization of other intangible assets at September 30, ~~2012~~2013:

	Gross carrying amount		Weighted average amortization period	Accumulated Amortization			Currency Translation Adjustment		Net Book Value
Customer relationships	$	25,800	20 years	$	(34,~~410~~706	)	$	~~246~~73	$	2221,~~636~~167
Trademarks	12,280		Indefinite	(80		)	~~174~~36		12,~~374~~236
Total	$	38,080		$	(34,~~490~~786	)	$	~~420~~109	$	3533,~~010~~403

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 $0.3 million ~~and $1.0 million~~ during each of the ~~the~~ three ~~and nine~~ month periods ended ~~June~~December 3031, 2013 and 2012~~, respectively~~.

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Note 5.	Long-term Debt

At ~~June~~December 3031, 2013 and September 30, ~~2012~~2013, long-term debt obligations consisted of the following:

	June 30,		September 30,
	December 31,		September 30,
	2013		~~2012~~2013
Long-term debt:
Revolving line of credit	$	10,210	$	—
ABL Facility	$	16,445	$	5,490
11.5% senior secured notes	150,000		150,000
Senior Secured Notes	150,000		150,000
Total Senior Debt	~~160~~166,~~210~~445		~~150~~155,~~000~~490
Other	50		184
Capital leases and other	2,925		25
Total long-term debt, including current maturities	160,260		150,184
Total long-term debt	169,370		155,515
Current maturities of long-term debt	50		159
Less current maturities of long-term debt	638		25
Total long-term debt, less current maturities	$	~~160~~168,~~210~~732	$	~~150~~155,~~025~~490

Under the terms of the Company’s debt agreements, at ~~June~~December 3031, 2013, the scheduled interest rates and maturity dates were as follows:

	Interest rates	Scheduled maturity dates
Revolving line of credit	Prime plus 0.5% *	September 30, 2015
ABL Facility	Prime plus 0.5% *	September 30, 2015
11.5% senior secured notes	11.5%	April 1, 2016
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 ~~June~~December 3031, 2013, the applicable rate under the prime and LIBOR options was 3.75% and 1.766%, respectively.


Note 6.	Pretium Capital Structure

At ~~June~~December 3031, 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 ~~June~~December 3031, 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.


Note 7.	Income Taxes

The Company is a pass-through tax entity except with respect to certain states in which it conducts business. No provision for income taxes has been made in these condensed consolidated financial statements other than for certain subsidiaries which are Subchapter C Corporations.

The effective tax rate differs from the statutory tax rate for the Company primarily due to the Company’s pass-through entity treatment for tax purposes. Losses before income tax at the partnership level exceeded the income before income tax at the subsidiary level and the Company recorded an income tax provision of $0.5 million ~~and $1.0 million~~ during ~~the~~each ~~three month periods ended June 30, 2013 and 2012, respectively. The Company recorded an income tax provision~~ of ~~$1.5 million and $2.5 million during~~ the ~~nine~~three month periods ended ~~June~~December 3031, 2013 and 2012~~, respectively~~.

The Company evaluates the net realizable value of its deferred tax assets each reporting period. The Company must consider all objective evidence, both positive and negative, in evaluating the future realization of its deferred tax assets, including tax loss carry forwards. Historical information is supplemented by all currently available information about future tax years. Realization requires sufficient taxable income to use deferred tax assets. The Company records a valuation allowance for each deferred tax asset for which realization is assessed as not more likely than not. In particular, the Company’s assessment that deferred tax assets will be realized considered the estimate of future taxable income generated from various sources, including the expected recovery of operations from the Canadian subsidiary, and increased profitability due to prior cost reductions, plant restructuring, and revenue growth. If the current estimates of future taxable income are not realized, or future estimates of taxable income are

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At ~~June~~December 3031, 2013 and September 30, ~~2012~~2013, the total balance of unrecognized tax benefits was $0.1 million.

Note 8. ~~Contingencies~~Restructuring Costs

~~The~~On July 15, 2013, the Company isannounced ~~involved~~the closure of its manufacturing operations located in ~~various~~Pointe ~~claims~~Claire, ~~and~~Quebec, ~~legal~~Canada. ~~proceedings~~This ~~and~~decision ~~administrative~~was ~~actions~~directly ~~arising~~related into the ~~ordinary~~Company's ~~course~~decision ofin ~~business.~~fiscal In2010 to de-emphasize the ~~opinion~~sale of ~~management,~~preforms ~~the~~as ~~ultimate~~a ~~conclusion~~product category and to focus on growth in its core product line of ~~these~~plastic ~~matters~~bottles. ~~will~~The ~~not~~Pointe ~~have~~Claire site was primarily a ~~material~~preform ~~effect~~manufacturing onsite ~~the~~and ~~Company’s~~did ~~consolidated~~not ~~results~~fit ofwithin ~~operations,~~the ~~financial~~Company's ~~position~~current orand ~~cash~~long ~~flows.~~term market strategy.

~~Note~~During 9the three month period ended December 31, 2013, the Company recorded a restructuring charge of $3.1 ~~Fair~~million related ~~Value~~to ~~Measurement~~these initiatives. In addition, approximately $0.2 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 directly related to the plant closure.

The ~~Company's~~following ~~financial~~table ~~instruments~~presents ~~consist~~a ~~primarily~~summary of ~~cash~~restructuring ~~equivalents,~~costs ~~trade~~and ~~receivables,~~other ~~trade~~charges ~~payables~~related ~~and~~to ~~debt~~this ~~instruments. The~~initiative ~~book~~that ~~value~~we ofexpect ~~these~~to ~~instruments~~incur isin atotal, ~~reasonable~~the ~~estimate~~cumulative amount recognized as of ~~their~~December 31, ~~respective~~2013, ~~fair~~and ~~values.~~ the remaining costs to be recognized:

~~The~~Summary ~~Company does not have any financial assets or liabilities measured at fair value on a recurring basis as~~ of ~~June 30,~~Restructuring ~~2013.~~ Costs

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 completed its annual impairment test of the carrying values of goodwill and indefinite-lived trademarks as of December 31, 2012 and concluded there was no impairment. 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 June 30, 2013.



	Total		Recognized		Remaining
	Estimated		as of		Costs to be
	Costs		December 31, 2013		Recognized
Severance pay and benefits	$	1,118	$	1,118	$	—
Other exit costs	932		647		285
Leased facility costs ⁽¹⁾	2,203		2,203		—
Total restructuring costs	4,253		3,968		285
Accelerated depreciation	2,262		2,262		—
Inventory markdowns	286		286		—
Total restructuring and related costs	$	6,801	$	6,516	$	285

~~The~~(1) ~~Company~~This ~~does~~represents ~~not~~the ~~have~~present ~~any~~value ~~other~~of ~~financial~~the ~~instruments~~future ~~within~~minimum ~~the~~lease ~~scope~~payments of the ~~fair~~facility ~~value~~operating ~~disclosure~~lease ~~requirements~~ as of ~~June 30~~the cease-use date, October 31, 2013, reduced by the estimated future sublease rentals.

~~Note~~Of 10the aggregate $6.8 ~~Related~~million of ~~Party~~pre-tax ~~Transactions~~costs, the Company expects approximately $4.3 million will be cash expenditures, of which $1.8 million was paid during the three month period ended December 31, 2013. The Company expects to incur future cash expenditures of $0.3 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.

OnA ~~February 17,~~summary ~~2010, the former majority owner~~ of the ~~Company,~~restructuring ~~who~~activity ~~now~~and ~~serves~~related onreserves ~~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 $0.3 million and $0.8 million during~~ the three ~~and nine~~ month ~~periods~~period ended ~~June~~ 30December 31, 2013 is ~~and~~as ~~2012, respectively.~~follows:



	Accrued										Accrued
	Balance at				Cash			Other			Balance at
	September 30, 2013		Charges		Payments			Adjustments			December 31, 2013
Severance pay and benefits	$	678	$	307	$	(953	)	$	—		$	32
Leased facility costs	—		2,203		(229		)	(58		)	1,916
Other exit costs	—		598		(598		)	—			—
Total	$	678	$	3,108	$	(1,780	)	$	(58	)	$	1,948

There were no such costs incurred during the three month period ended December 31, 2012.

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~~The~~Note ~~Company has entered into a management agreement to retain Castle Harlan, Inc~~9. 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 expense related to this agreement of $0.6 million and $1.7 million during the three and nine month periods ended June 30, 2013 and 2012, respectively.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.


Note 10.	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 Senior Secured Notes are fixed rate debt. The fair value of the $150 million Senior Secured Notes was 107% and 108% of face value at December 31, 2013 and September 30, 2013, respectively. The fair value of the Senior Secured Notes is based on market price information and is measured using the last available trade in each respective period. 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. The fair value of the Company's capital lease obligation approximates its carrying amount based on estimated borrowing rates to discount the cash flows to their present 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 December 31, 2013.

Non-recurring Fair value Measurements

The Company does not have any other financial instruments within the scope of the fair value disclosure requirements as of December 31, 2013.


Note 11.	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 $0.3 million during each of the three month periods ended December 31, 2013 and 2012.

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 expense related to this agreement of $0.6 million during each of the three month periods ended December 31, 2013 and 2012.

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 11. 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 the three month periods ended June 30, 2013 and 2012:

Net Sales	U.S.		Canada		Total
Quarter ended June 30, 2013	$	53,492	$	9,728	$	63,220
Quarter ended June 30, 2012	$	50,665	$	10,021	$	60,686

The following table provides the geographic distributions of the Company's net sales for the nine month periods ended June 30, 2013 and 2012:

Net Sales	U.S.		Canada		Total
Nine months ended June 30, 2013	$	151,114	$	27,487	$	178,601
Nine months ended June 30, 2012	$	144,757	$	30,026	$	174,783

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

Total Long-lived Assets	U.S.		Canada		Total
June 30, 2013	$	124,694	$	15,787	$	140,481
September 30, 2012	$	129,664	$	18,317	$	147,981

Note 12. Subsequent Events

The Company has evaluated all events or transactions that occurred after June 30, 2013 up through the date the condensed financial statements were issued.

On July 15, 2013, the Company announced that it will be closing its manufacturing operations located in Pointe Claire, Quebec, Canada. The Company will be consolidating the Point Claire operations with its operations in its other facilities in Quebec, Canada and the United States. The Company expects to have substantially completed its consolidation activities by December 31, 2013.

The Company expects to record pre-tax charges of approximately $6.0 million as a result of the facility closure and consolidation of manufacturing operations, consisting of (i) an approximately $1.8 million non-cash charge relating to the disposition of property, plant and equipment, and (ii) cash charges, including

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~~approximately~~Note $112.2 ~~million~~Segment for employee termination and retention benefits, approximately $2.5 million for remaining lease payments for the exited facility, and approximately $0.5 million in other associated exit costs. The Company expects to record approximately 5.7 million of these pre-tax charges during the remainder of fiscal 2013. Information

The Company ~~expects~~operates toas ~~incur~~a ~~cash~~single ~~expenditures~~reportable ~~related~~segment tobased ~~payment~~on ofthe ~~employee~~“management” ~~termination~~approach. ~~and~~This ~~retention~~approach ~~benefits,~~designates ~~lease payments and other associated exit costs through~~ the ~~remainder~~internal ofreporting ~~calendar~~used ~~2013~~by ofmanagement ~~approximately~~for ~~$2.0~~making ~~million,~~decisions ~~while~~and ~~the~~assessing ~~remaining~~performance ~~lease~~as ~~payments will continue through~~ the ~~expiration~~source of the ~~lease~~reportable ~~agreement in October 2016~~segments. The ~~Company~~following ~~expects~~table toprovides ~~incur~~the ~~cash~~geographic ~~expenditures~~distributions of ~~approximately~~the ~~$0.5~~Company's ~~million~~net sales during the ~~remainder~~three ofmonth ~~fiscal~~periods ended December 31, 2013. and 2012:



Net Sales	U.S.		Canada		Total
Quarter ended December 31, 2013	$	50,591	$	6,534	$	57,125
Quarter ended December 31, 2012	$	43,741	$	8,979	$	52,720

The following table provides the geographic distributions of the Company's long-lived assets as of December 31, 2013 and September 30, 2013:



Total Long-lived Assets	U.S.		Canada		Total
December 31, 2013	$	125,663	$	11,993	$	137,656
September 30, 2013	$	122,868	$	12,906	$	135,774

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Item 2. Management’'s Discussion and Analysis of Financial Condition and Results of Operations.

The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2012~~2013, including the financial statements, accompanying notes and management’s discussion and analysis of financial condition and results of operations, and the interim condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q.

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 1110 manufacturing facilities; ~~though~~nine wein ~~expect~~the toUnited ~~close~~States ~~our Pointe Claire, Quebec, Canada facility~~ and ~~consolidate~~one ~~the facility with our other facilities~~ in ~~Quebec,~~ Canada ~~and the United States~~.

Plant Closure

On July 15, 2013, we announced that we ~~will~~were be closing our manufacturing operations located in Pointe Claire, Quebec, Canada. WeThe ~~will~~Pointe beClaire ~~consolidating~~facility ~~the~~was ~~Point~~primarily ~~Claire~~a ~~operations~~preform ~~with~~manufacturing ~~our~~facility ~~operations~~and indid ~~our~~not ~~other~~fit ~~facilities~~within inour ~~Quebec,~~current ~~Canada~~ and ~~the~~long ~~United~~term ~~States.~~market strategy. We ~~expect to~~ have substantially completed the consolidation activities byduring ~~December~~the ~~31,~~first ~~2013~~quarter of fiscal 2014.

WeDuring ~~expect~~the tothree ~~record~~months ~~pre-tax~~ended ~~charges~~December 31, of2013, ~~approximately~~we ~~$6.0~~recorded ~~million as~~ a ~~result~~restructuring charge of $3.1 ~~the~~million related ~~facility~~to ~~closure~~these ~~and~~initiatives. ~~consolidation~~In ~~of manufacturing operations~~addition, ~~consisting~~we ofincurred ~~(i) an~~ approximately $10.82 million of ~~non-cash~~accelerated ~~charge~~depreciation ~~relating~~as toa ~~the~~result ~~disposition~~ of ~~property,~~a ~~plant~~change ~~and~~in ~~equipment,~~the ~~and~~estimated ~~(ii)~~useful ~~cash~~lives ~~charges,~~of ~~including~~plant ~~approximately~~assets ~~$1.2 million for employee termination~~ and ~~retention benefits, approximately~~ $20.58 million ~~for~~of ~~remaining~~incremental ~~lease~~production ~~payments~~costs ~~for~~related to the ~~exited~~shut ~~facility,~~down and ~~approximately~~closure ~~$0.5~~of ~~million~~the inPointe ~~other~~Claire ~~associated~~manufacturing ~~exit~~facility ~~costs.~~which Wewere ~~expect~~recorded toin ~~record~~cost ~~approximately $5.7 million~~ of ~~these~~goods ~~pre-tax~~sold ~~charges~~ during the ~~remainder~~three ofmonths ~~fiscal~~ended December 31, 2013.

WeThe ~~expect~~following totable ~~incur~~presents ~~cash~~a ~~expenditures~~summary ~~related to payment~~ of ~~employee~~restructuring ~~termination~~costs and ~~retention benefits, lease payments and~~ other ~~associated~~charges ~~exit~~related ~~costs~~to ~~through~~this ~~the~~initiative ~~remainder~~that ofwe ~~calendar~~expect ~~2013~~to ofincur ~~approximately~~in ~~$2.0 million~~total, ~~while~~ the ~~remaining~~cumulative ~~lease~~amount ~~payments~~recognized ~~will~~as ~~continue~~of ~~through~~December 31, ~~the~~2013, ~~expiration~~and of the ~~lease~~remaining ~~agreement~~costs ~~in October 2016. We expect~~ to ~~incur~~be ~~cash expenditures of approximately $0.5 million during the remainder of fiscal 2013.~~recognized:

~~Selected~~Summary ~~Factors~~of ~~Affecting~~Restructuring ~~Our~~and ~~Results~~Other Costs

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.



	Total		Recognized		Remaining
	Estimated		as of		Costs to be
	Costs		December 31, 2013		Recognized
Severance pay and benefits	$	1,118	$	1,118	$	—
Leased facility costs ⁽¹⁾	2,203		2,203		—
Other exit costs	932		647		285
Total restructuring costs	4,253		3,968		285
Accelerated depreciation	2,262		2,262		—
Inventory markdowns	286		286		—
Total restructuring and related costs	6,801		6,516		285
Incremental production costs due to plant closure	1,496		1,496		—
Total restructuring and other costs	$	8,297	$	8,012	$	285

~~Our~~(1) ~~product~~This ~~mix~~represents isthe ~~reasonably~~present ~~stable~~value ~~with~~of ~~most~~the ~~products~~future ~~providing~~minimum alease ~~similar~~payments ~~material~~of ~~margin~~the ~~(defined~~facility asoperating ~~sales~~lease ~~price~~as ~~minus~~of ~~raw~~the ~~material~~cease-use ~~costs)~~date, ~~and~~October ~~contribution~~31, ~~margin~~2013, ~~(defined~~reduced asby ~~sales~~the ~~price~~estimated ~~minus~~future ~~variable~~sublease rentals.

Of the aggregate $8.3 million of pre-tax costs, the Company expects approximately $5.7 million will be cash expenditures, of which $2.6 million was paid during the first quarter of fiscal 2014 and $0.9 million was paid during the fourth quarter of fiscal 2013. The Company expects to incur future cash expenditures of $0.3 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, beginning in its second quarter, assuming current market conditions.

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~~costs),~~Selected ~~though~~Factors ~~lighter~~Affecting ~~weight~~Our 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.Results

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.

The average industry prices per pound of PET and HDPE, as published by Chemical Data as of ~~June 30~~December 31, 2013, were as follows during the fiscal periods indicated:

	PET		HDPE
	2013	2012 **	2013	2012
	FY 2014	FY 2013	FY 2014	FY 2013
October **	$0.87	$0.94	$0.68	$0.66
October	$0.878	$0.865	$0.815	$0.675
November **	0.88	0.89	0.66	0.66
November	0.855	0.880	0.815	0.655
December **	0.88	0.84	0.66	0.71
December	0.855	0.880	0.815	0.655
1st quarter average cost	$0.88863	$0.89875	$0.66815	$0.67662
January	0.91	0.85	0.71	0.71
February	0.94	0.90	0.75	0.74
March	0.91	0.91	0.75	0.77
2nd quarter average cost	$0.92	$0.88	$0.73	$0.74
April	0.86	0.88	0.75	0.77
May	0.86	0.86	0.75	0.70
June	0.86	0.81	0.77	0.63
3rd quarter average cost	$0.86	$0.85	$0.75	$0.70
Year to date average cost	$0.88	$0.87	$0.72	$0.70

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.

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.

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toA ~~pass-through~~chart ~~resin~~of ~~costs.~~the Inquarterly ~~addition,~~average ~~our~~industry ~~net~~prices ~~sales~~per ~~will~~pound ~~fluctuate~~of asPET weand ~~pass~~HDPE, ~~along~~as ~~changes~~published inby ~~resin~~Chemical ~~costs~~Data toas ~~customers~~of ~~with~~December 31, ~~often~~2013, ~~limited~~were ~~effects~~as tofollows ~~gross~~during ~~profit due to~~ the ~~one~~fiscal toperiods ~~four month timing delay.~~ indicated:

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 changes in resin costs to customers with often limited effects to gross profit due to mechanisms to pass through increased costs, which mechanisms are typically subject to a 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.

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.

Effects of Inflation

While inflationary increases in certain costs, such as freight, transportation, utilities, health insurance and 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. Sales prices are primarily impacted by changes in resin prices which are driven by fluctuations in petrochemicals, feedstock, and in foreign currency and the general impact of supply and 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.

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Results of Operations

Performance during the Quarter Ended ~~June~~December 3031, 2013 (“Q3Q1 ~~FY13~~2014”) Compared with the Quarter Ended ~~June~~December 3031, 2012 (“Q3Q1 ~~FY12~~2013”)

The following is a discussion of the results of operations for Q1 2014 and Q1 2013:

Net Sales

Q3 FY13

Q3 FY12

$ Change

% Change

Q1 2014

Q1 2013

$ Change

% Change

In thousands

Net sales

6357,~~220~~125

6052,~~686~~720

24,~~534~~405

48.24

Net sales were $6357.21 million during Q3Q1 ~~FY13~~2014, which represents an increase of $24.54 million, or 8.4%, as compared to $6052.7 million during Q3Q1 ~~FY12~~2013. The increase in net sales was ~~attributable~~the tocombination anof 8a 1.9% increase in ~~sales~~ volume, ~~which~~combined ~~was~~with ~~partially~~a ~~offset~~6.5% byincrease ~~changes~~ in ~~pricing~~the ~~and~~average ~~product~~price ~~mix. The~~per ~~impact~~unit ofdriven ~~pricing~~by ~~and~~a ~~mix~~significant ~~was the combination of the positive~~ shift in mix, ~~with~~to ~~increased~~a ~~bottle~~higher ~~sales~~percentage ~~while~~of ~~sales~~bottles ofversus preforms ~~decreased,~~compared ~~which~~to ~~was~~Q1 ~~more~~2013. We ~~than~~experienced ~~offset~~an by8.0% aincrease ~~decrease~~ in ~~average~~ bottle ~~weights~~sales ~~compared~~and toa ~~the~~43.3% ~~prior~~decline ~~year. The~~in ~~sale~~sales of ~~lower~~preforms, ~~weight~~which ~~bottles~~we ~~resulted~~have instrategically ade-emphasized 4%over ~~decrease~~the inpast ~~average~~three ~~selling~~years ~~prices~~culminating ~~per~~with ~~unit~~the ~~relative~~shutdown toof Q3our ~~FY12,~~primary ~~which~~preform ~~negatively~~manufacturing ~~impacted~~facility ~~net~~in ~~sales~~Pointe byClaire, ~~approximately~~Quebec ~~$2.3 million~~ during Q3Q1 ~~FY13 compared to Q3 FY12~~2014.

Gross Profit

	Q3 FY13		Q3 FY12		$ Change			% Change
	Q1 2014		Q1 2013		$ Change			% Change
In thousands
Gross profit	$	86,~~937~~597	$	86,~~398~~702	$	~~539~~(105	)	6(1.46	)%
Accelerated depreciation in cost of sales	160		—		160			100.0	%
Incremental production costs due to plant closure	780		—		780			100.0	%
Gross profit excluding costs associated with plant closure	$	7,537	$	6,702	$	835		12.5	%

Gross profit ~~during Q3 FY13~~ was $86.96 million during Q1 2014, which represents ana ~~increase~~decrease of $0.51 million, ~~or 6%,~~ compared to Q3Q1 ~~FY12~~2013. ~~The~~During ~~increase~~Q1 in2014, ~~gross~~approximately ~~profit~~$0.9 ~~compared~~million of costs related to Q3the ~~FY12~~closure ~~was~~of ~~driven~~our byPointe ~~higher~~Claire, Quebec, Canada manufacturing facility were recorded in cost of sales, ~~and~~representing accelerated depreciation, as a ~~reduction~~result of a change in ~~overhead~~the estimated useful lives of plant assets, and incremental production costs ~~per~~directly ~~pound~~related ~~sold~~to the plant closure. ~~This~~ Gross ~~favorable~~profit excluding the impact toof ~~gross~~the ~~profit~~plant closure was ~~partially~~$7.5 ~~offset~~million byduring Q1 2014, which represents an increase of $0.8 million, or 12.5%, compared to Q1 2013, due primarily to the increase in net sales.

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a $0.3 million increase in depreciation expense compared to Q3 FY12. Gross profit excluding depreciation expense increased $0.8 million compared to Q3 FY12. Gross profit excluding depreciation expense as a percentage of net sales was 20.4% during Q3 FY13 compared to 19.8% during Q3 FY12.

Operating Expenses

Q3 FY13

Q3 FY12

$ Change

% Change

Q1 2014

Q1 2013

$ Change

% Change

In thousands

Selling, general and administrative expenses

4,~~990~~818

4,~~661~~585

~~329~~233

75.1

Other operating expenses

13,~~241~~617

~~623~~1,402

~~618~~2,215

99158.20

Total operating expenses

68,~~231~~435

5,~~284~~987

~~947~~2,448

1740.9

SG&A Expenses

SG&A expenses were $54.08 million during Q3Q1 ~~FY13~~2014, which represents an increase of $0.32 million, or 75.1%, compared to Q3Q1 ~~FY12~~2013. The increase compared to Q3Q1 ~~FY12~~2013 was ~~primarily~~ driven by ~~one~~higher ~~time~~incentive ~~discretionary~~compensation ~~bonuses~~costs. The ~~awarded~~Company ~~during~~bonus Q3plan ~~FY13~~is ~~along~~based ~~with~~on ~~increases~~incentives infor ~~sales~~achieving ~~commissions~~certain ~~and~~annual ~~salaries~~objectives, primarily adjusted EBITDA, and ~~benefits~~the performance towards those objectives was better in Q1 2014 compared to Q1 2013. SG&A expense decreased as a ~~result~~percentage of ~~additional~~net ~~headcount~~sales ~~and~~from ~~annual~~8.7% ~~pay~~to ~~increases~~8.4% ~~given~~as ~~during~~we ~~the~~continue ~~period~~to effectively manage costs.

Other Operating Expenses

Other operating expenses during Q3 FY13 were $1.2 million, which represents an increase of $0.6 million compared to Q3 FY12. The increase in other operating expenses was primarily attributable to recognizing a $0.7 million non-cash loss on the sale of our Nashua, New Hampshire, manufacturing facility during Q3 FY13.

Other Expenses

	Q3 FY13		Q3 FY12		$ Change			% Change
In thousands
Interest expense	$	4,918	$	4,919	$	(1	)	—	%

Interest expense during Q3 FY13 was $4.9 million, which was unchanged compared to Q3 FY12.

Income Tax Provision

	Q3 FY13		Q3 FY12		$ Change			% Change
In thousands
Income tax provision	$	512	$	1,039	$	(527	)	(50.7	)%

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 $0.5 million during Q3 FY13 and $1.0 million during Q3 FY12 for Robb and PVC based on their pre-tax income or loss.

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Performance During the Nine Months Ended June 30, 2013 ("FY 2013") Compared with the Nine Months Ended June 30, 2012 ("FY 2012")

Net Sales

	FY 2013		FY 2012		$ Change		% Change
In thousands
Net sales	$	178,601	$	174,783	$	3,818	2.2	%

Net sales were $178.6 million during the nine months ended June 30, 2013, which represents an increase of $3.8 million, or 2%, compared to net sales of $174.8 million during the nine months ended June 30, 2012. The overall increase in net sales was primarily attributable to a 6% increase in sales volume. The positive impact of higher volumes was partially offset by a 4% decrease in net sales as a result of changes in pricing and product mix. We experienced a 4% decrease in our average selling price per unit, which was driven by a shift to lighter weight bottles compared to prior year. The decrease in the average selling price per unit negatively impacted net sales by approximately $7.1 million.

Gross Profit

	FY 2013		FY 2012		$ Change		% Change
In thousands
Gross profit	$	24,041	$	23,918	$	123	0.5	%

Gross profit during the nine months ended June 30, 2013, was $24.0 million, which represents an increase of $0.1 million compared to the nine months ended June 30, 2012. The impact of higher net sales on gross profit was partially offset by a $1.1 million increase in depreciation expense compared to the nine months ended June 30, 2012. Gross profit excluding depreciation expense increased $1.3 million compared to the nine months ended June 30, 2012. Gross profit excluding depreciation expense as a percentage of net sales was 20.0% during the nine months ended June 30, 2013 compared to 19.7% during the nine months ended June 30, 2012.

Operating Expenses

	FY 2013		FY 2012		$ Change		% Change
In thousands
Selling, general and administrative expenses	$	14,358	$	13,794	$	564	4.1	%
Other operating expenses	3,201		1,682		1,519		90.3	%
Total operating expenses	$	17,559	$	15,476	$	2,083	13.5	%

SG&A Expenses

SG&A expenses were $14.4 million during the nine months ended June 30, 2013, which represents an increase of $0.6 million, or 4%, compared to the nine months ended June 30, 2012. The increase compared to the nine months ended June 30, 2012 was driven by one time discretionary bonuses awarded during Q3 FY13 along with increases in sales commissions and salaries and benefits as a result of additional headcount and annual pay increases given during the period.

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Other Operating Expenses

Other operating expenses during ~~the~~Q1 ~~nine~~2014 ~~months ended June 30, 2013~~ were $3.26 million, which represents an increase of $12.52 million compared to ~~the~~Q1 ~~nine months ended June 30, 2012~~2013. The increase in other operating expenses ~~was~~is primarily due to a $03.61 million ~~increase in transaction related fees and expenses associated with our exploration~~ of ~~acquisition~~restructuring ~~opportunities~~costs ~~and~~incurred aduring ~~$0.7~~Q1 ~~million~~2014 ~~non-cash~~related ~~loss~~to ~~incurred on~~ the ~~sale~~closure of our ~~Nashua~~Pointe Claire, ~~New~~Quebec, ~~Hampshire~~Canada manufacturing facility. ~~during the nine months ended June 30~~Additionally, ~~2013~~transaction ~~compared~~related tofees ~~the~~and ~~nine~~expenses ~~months~~associated ~~ended~~with ~~June~~our ~~30,~~exploration ~~2012. Additionally,~~of ~~unfavorable~~acquisition ~~changes~~opportunities indecreased ~~foreign currency exchange rates resulted in a~~ $0.39 million ~~loss during the nine months ended June 30, 2013~~ compared to aQ1 $02013.1 ~~million loss during the nine months ended June 30, 2012.~~

Other Expenses



	Q1 2014		Q1 2013		$ Change		% Change
In thousands
Interest expense	$	4,931	$	4,909	$	22	0.4	%

	FY 2013		FY 2012		$ Change			% Change
In thousands
Interest expense	$	14,727	$	14,764	$	(37	)	(0.3	)%

Interest expense during Q1 2014 was $4.9 million, which increased slightly from Q1 2013 due to the increase in borrowing under the ABL Facility.

Interest expense during the nine months ended June 30, 2013 was $14.7 million, which was unchanged compared to the nine months ended June 30, 2012.

Income Tax Provision

FY 2013

FY 2012

$ Change

% Change

Q1 2014

Q1 2013

$ Change

% Change

In thousands

Income tax provision

~~1,520~~474

~~2,490~~483

(~~970~~9

)

(391.09

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 $10.5 million during ~~the~~Q1 ~~nine~~2014 ~~months ended June 30, 2013~~ and ~~$2.5~~Q1 ~~million during the nine months ended June 30~~2013, ~~2012~~ for Robb and PVC based on their pre-tax income or loss.

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Non-GAAP Financial Measures

We have included information concerning EBITDA and Adjusted EBITDA in this quarterly 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.

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.

The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the ~~three and nine month~~ periods ~~ended~~indicated ~~June 30, 2013 and 2012~~below:



	Three Months Ended
Net Loss to Adjusted EBITDA Reconciliation (in thousands):	December 31,
Net Loss to Adjusted EBITDA Reconciliation (in thousands):	2013			2012
Net loss	$	(7,243	)	$	(4,677	)
Interest expense	4,931			4,909
Income tax (benefit) provision	474			483
Depreciation and amortization expense	4,468			4,304
EBITDA	2,630			5,019
Management fees (a)	563			563
Consulting fees (b)	250			250
Transaction related fees and expenses (c)	—			895
Restructuring (d)	3,108			—
Incremental production costs due to plant closure (e)	780			—
Carrying costs of closed facility (f)	47			—
Adjusted EBITDA	$	7,378		$	6,727

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	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net Loss to Adjusted EBITDA Reconciliation:
Net loss	$	(2,724	)	$	(2,844	)	$	(9,765	)	$	(8,812	)
Interest expense, net	4,918			4,919			14,727			14,764
Tax expense	512			1,039			1,520			2,490
Depreciation and amortization expense	4,386			4,062			13,055			11,874
EBITDA	7,092			7,176			19,537			20,316
Management fees (a)	563			563			1,688			1,689
Consulting fees (b)	250			250			805			800
Loss on sale of plant and equipment (c)	709			—			709			—
Transaction related fees and expenses (d)	—			107			895			307
Adjusted EBITDA	$	8,614		$	8,096		$	23,634		$	23,112


(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 ~~the~~professional ~~non-cash~~fees ~~loss~~associated ~~recognized on~~ the ~~sale~~exploration ~~our~~of ~~manufacturing~~acquisition ~~facility in Nashua, New Hampshire, which was closed subsequent to the Acquisition~~opportunities.

(d) Represents ~~professional~~restructuring ~~fees~~costs ~~associated~~incurred ~~with~~in ~~exploration~~connection ofwith ~~acquisition opportunities during~~ the ~~nine~~closure ~~months~~of ~~ended~~our ~~June~~Pointe 30Claire, ~~2013~~Quebec, ~~and~~Canada ~~the~~manufacturing ~~registration of the Notes with the SEC during the nine months ended June 30, 2012~~facility.


(e)	As a result of winding down operations at our Pointe Claire, Quebec, Canada manufacturing facility during Q1 2014, we incurred incremental costs to manufacture our products. These costs are considered noteworthy as the plant ceased manufacturing operations during Q1 2014 and these costs will not continue to be incurred.


(f)	Represents carrying costs associated with our closed facility in Pointe Claire, Quebec, Canada.

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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;

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•	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;


•	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 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 ~~under~~from our ABL Facility.

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 ~~June~~December 3031, 2013, there ~~was~~were $1016.24 million of borrowings outstanding under our ABL Facility, which bears interest at variable rates and matures on September 30, 2015. At ~~June~~December 3031, 2013, letters of credit issued and outstanding were $12.51 million and borrowing availability under the ABL Facility was $1811.34 million.

We believe that cash flows from operations and borrowings ~~under~~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 ~~the~~our Notes and ABL Facility as of ~~June~~December 3031, 2013.

1918

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Cash Flows

Our cash flows from operating, investing and financing activities for the ~~nine~~three month periods ended ~~June~~December 3031, 2013 and 2012 are summarized in the following table:

	Nine Months Ended
	Q1 2014			Q1 2013
	June 30,
Net cash (used in) provided by:
	2013			2012
Operating activities	$	(6,316	)	$	(4,752	)
Net cash provided by (used in):
Investing activities	(6,402		)	(2,900		)
Operating activities	$	(2,922	)	$	750
Financing activities	13,855			7,936
Investing activities	(7,403		)	(6,989		)
Effect of exchange rates	92			(6		)
Financing activities	10,076			5,975
Net increase in cash	$	1,229		$	278
Effect of exchange rates	(19		)	20
Net decrease in cash	$	(268	)	$	(244	)

As of ~~June~~December 3031, 2013, we had cash and cash equivalents of $02.64 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 used in operating activities was $26.93 million during ~~the~~Q1 ~~nine months ended June 30~~2014, ~~2013,~~ compared to $04.8 million of cash ~~generated~~used ~~from~~in operating activities during ~~the~~Q1 ~~nine months ended June 30, 2012~~2013. The ~~use~~increase ofin cash used in operating activities ~~during the nine months ended June 30, 2013~~ was primarily due to ~~higher~~$1.8 ~~cash~~million ~~used~~of bycash ~~operating~~expenditures ~~working~~related ~~capital compared~~ to the ~~nine~~closure ~~months~~of ~~ended~~the ~~June~~Pointe 30Claire, ~~2012. The~~Quebec, ~~change~~Canada inmanufacturing facility during Q1 2014. Additionally, operating assets and liabilities used $73.58 million of cash during Q1 2014 and used $4.27 million of cash during ~~the~~Q1 ~~nine months ended June 30,~~ 2013 ~~and 2012, respectively~~. The changes in operating assets and liabilities included:

• ~~Cash~~Accounts ~~used in accounts~~ receivable ~~was~~provided $3.56 million ~~during~~of ~~the~~cash ~~nine~~during ~~months~~Q1 ~~ended~~2014 ~~June~~and ~~30,~~provided ~~2013 compared to~~ $13.63 million of cash ~~generated~~ during ~~the~~Q1 ~~nine~~2013. ~~months~~This ~~ended~~change ~~June~~compared ~~30,~~to ~~2012,~~Q1 ~~which~~2013 is reflective of ~~changes~~differences in the volume and timing of sales and collections within these periods. The generation of cash during both periods reflects lower sales during Q1 2014 and Q1 2013 compared to the quarters ended September 30, 2013 and 2012.

• Cash used in inventories was $3.1.4 million during ~~the~~Q1 ~~nine~~2014 ~~months~~primarily ~~ended~~due ~~June 30, 2013 compared~~ to ~~$1.2~~increasing ~~million~~resin ofcosts ~~cash provided~~ during the ~~nine~~period. ~~months~~Inventories ~~ended~~required ~~June 30, 2012~~$3.3 ~~The~~million ~~nine~~of ~~months~~cash ~~ended~~during ~~June~~Q1 302013, ~~2013~~which ~~was~~reflects ~~impacted~~inventory bybuild anduring ~~increase in~~ the ~~cost~~period ofdue ~~resin~~to ~~combined~~delays ~~with~~in ~~the~~timing ~~unfavorable impact~~ of ~~changes~~expected inshipments, ~~foreign~~which ~~currency~~were ~~exchange~~impacted ~~rates during the period. Cash provided~~ by ~~inventories~~several ~~during~~customer ~~the~~shutdowns ~~nine~~as ~~months~~a ~~ended~~result ~~June~~of ~~30,~~hurricane ~~2012,~~Sandy ~~was primarily driven by significant decreases~~ in ~~resin~~the ~~costs during that period~~Northeast.

• Prepaid expenses and other current assets ~~decreased,~~provided ~~providing~~ $01.5 million of cash during Q1 2014 and provided $1.24 million of cash during ~~the~~Q1 ~~nine months ended June 30,~~ 2013 ~~and 2012, respectively~~. The cash generated during ~~the~~both ~~nine~~periods ~~months ended June 30, 2013~~ was primarily due to acollection ~~decrease~~of invendor ~~prepaid~~rebates ~~insurance.~~and ~~The cash generated during the nine months ended June 30, 2012 was primarily due to~~ a decrease in income taxes receivable and prepaid insurance.

• Accounts payable and accrued expenses ~~provided~~required ~~cash of~~ $3.01 million ~~during the nine months ended June 30, 2013~~ and ~~used~~ $31.87 million of cash during ~~the~~Q1 ~~nine~~2014 ~~months~~and ~~ended~~Q1 ~~June 30~~2013, ~~2012~~respectively. The ~~cash provided during the nine months ended June 30, 2013 primarily reflected an~~ increase in ~~resin~~cash ~~purchases,~~used ~~along~~in ~~with~~accounts ~~increased~~payable ~~resin~~and ~~costs,~~accrued inexpenses ~~order~~compared to toQ1 ~~support~~2013 ~~higher~~primarily ~~sales~~reflects ~~levels~~changes ~~during~~in the ~~period~~volume of inventory purchases and the timing of related payments to vendors at ~~June~~December 3031. ~~The cash used during the nine months ended June~~

20• The $4.3 million of cash used for accrued interest and bank fees during Q1 2014 and Q1 2013 reflects the semi-annual interest payment made in the quarter on the Notes.

Net cash used in investing activities was $6.4 million and $2.9 million during Q1 2014 and Q1 2013, respectively, resulting from specific cash purchases of property, plant and equipment. The increase in cash used in investing activities compared to Q1 2013, was primarily due to the purchase of our leased manufacturing facility in Manchester, Pennsylvania for $3.6 million.

Financing activities provided $13.9 million of cash during Q1 2014 and provided $7.9 million of cash during Q1 2013. The generation of cash during Q1 2014 was primarily due to net borrowings of $11.0 million under our ABL Facility to fund our operating and investing activities including the $8.6 million semi-annual interest payment on the Notes. In addition, during Q1 2014, we received $2.9 million of net proceeds from a sale-leaseback transaction, which were primarily used to finance the purchase of our leased facility in Manchester, PA. The generation of cash during Q1 2013 primarily represented borrowings under our ABL Facility to fund operating and investing activities.

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30, 2012 reflected lower resin purchases driven by significant decreases in resin costs during that period.

Net cash used in investing activities was $7.4 million and $7.0 million during nine months ended June 30, 2013 and 2012, respectively, resulting from specific cash purchases of property, plant and equipment.

Net cash provided by financing activities was $10.1 million and $6.0 million during the nine months ended June 30, 2013 and 2012, respectively. The cash generated during both periods primarily represented borrowings under our ABL Facility to fund operating and investing activities.

Off Balance Sheet Arrangements

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

New Accounting Standards

Refer to "Note 1 Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” included in this Quarterly Report on Form 10-Q, for a description of new accounting pronouncements, including the expected impact on the Company’s condensed consolidated financial statements and related disclosures.

Critical Accounting Policies

Management has evaluated the accounting policies used in the preparation of the Company’s condensed financial statements and related notes and believes those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by management in selecting 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 may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2012~~2013, in the Critical Accounting Policies and Estimates section of Management’s Discussion and Analysis and in "Note 1 Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements.” There were no significant changes to the Company’s critical accounting policies during the three ~~and nine~~ month ~~periods~~period ended ~~June~~December 3031, 2013.

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Item 3.	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 ~~June~~December 3031, 2013, to be material.

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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 ~~June~~December 3031, 2013, approximately ~~6.4~~10%, or $1016.24 million, of our debt was floating rate debt and the weighted average interest rate for all debt was 1110.5%. If the relevant interest rates for all of the Company's floating rate debt was 100 basis points higher than actual during the three month period ended June 30, 2013, the Company's interest expense would have increased by less than $0.1 million.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management carried out an evaluation (as required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), with the participation of the Chief Executive Officer and the 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 Quarterly Report on Form 10-Q. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q, 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.

Changes in Controls and Procedures

In addition, the Company's management carried out an evaluation, as required by Rule 13a-15(d) of the Exchange Act, with the participation of the Chief Executive Officer and the Chief Financial Officer, of changes in the Company's internal control over financial reporting. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that there were no changes in the Company's internal control over financial reporting that occurred during the quarter ended ~~June~~December 3031, 2013 that have materially affected, or that are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART ~~2 – OTHER INFORMATION~~II


Item 1.	Legal Proceedings

The Company is involved in various legal proceedings and administrative actions arising in the ordinary course of business. The information regarding these proceedings and actions is included under "Note 8 Contingencies” to the Company’s Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.


Item 1A.	Risk Factors

There have been no material changes to any of the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2012~~2013 (under "Item 1A Risk Factors").


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

None.


Item 3.	Defaults upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

None.


Item 5.	Other Information

None.


Item 6.	Exhibits

See the list of exhibits in the Exhibit Index to this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

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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:	~~August~~February 137, ~~2013~~2014	By:	/s/ George A. Abd
			George A. Abd
			President and Chief Executive Officer
Date:	~~August~~February 137, ~~2013~~2014	By:	/s/ Robert A. Robison
			Robert A. Robison
			Vice President and Chief Financial Officer
		PRETIUM FINANCE, INC.
Date:	~~August~~February 137, ~~2013~~2014	By:	/s/ George A. Abd
			George A. Abd
			President
Date:	~~August~~February 137, ~~2013~~2014	By:	/s/ Robert A. Robison
			Robert A. Robison
			Treasurer

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EXHIBIT INDEX



Exhibit No.	Description

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



*	Filed 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.

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