UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

For the quarterly period ended July 31, 2004

OR

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

Commission File Number: 333-73552

PLASTIPAK HOLDINGS, INC.

41605 Ann Arbor Road, Plymouth, Michigan 48170

(734) 455-3600

(Former address: 9135 General Court, Plymouth, Michigan 48170)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the 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. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

The number of shares of the registrant’s common stock, $1.00 par value, outstanding as of July 31, 2004 was 28,316.

PLASTIPAK HOLDINGS, INC.
FORM 10-Q INDEX

i

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Plastipak Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

The accompanying notes are an integral part of these financial statements.

1

Plastipak Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

The accompanying notes are an integral part of these financial statements.

2

Plastipak Holdings, Inc. and Subsidiaries

Consolidated Statements of Earnings

The accompanying notes are an integral part of these financial statements.

3

Plastipak Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

The accompanying notes are an integral part of these financial statements.

4

Plastipak Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows - Continued

The accompanying notes are an integral part of these financial statements.

5

Plastipak Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

Note A - Basis of Presentation, Nature of Operations and Summary of Accounting Policies

Organization and Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended July 31, 2004 are not necessarily indicative of the results that may be expected for the year ending October 30, 2004.

     These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Form 10-K filed by Plastipak Holdings, Inc. (Plastipak) with the Securities and Exchange Commission on January 29, 2004.

Reclassifications

     Certain reclassifications have been made to the 2003 financial information in order for them to conform to the classifications at July 31, 2004.

Employee Compensation Plans

     The Company has two stock-based employee compensation plans. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. The plans are considered to be variable plans and therefore, stock-based employee compensation cost is reflected in net income as a component of general and administrative expenses, as all options granted under those plans had an exercise price less than the market value of the underlying common stock on the date of grant. Amounts expensed approximate that which would have been expensed had the value of the options granted been computed under provisions of FAS 123.

Note B - Fiscal Period

     Plastipak has elected a 52/53 week fiscal period for tax and financial reporting purposes. Plastipak’s fiscal period ends on the Saturday closest to October 31. The three month periods ended July 31, 2004 and August 2, 2003 contained 13 weeks. The nine-month periods ended July 31, 2004 and August 2, 2003 contained 39 weeks.

Note C - New Accounting Pronouncements

     In January 2003, the Financial Accounting Standards Board issued FASB Interpretation 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 clarifies the applications of Accounting Research Bulletin 51, Consolidated Financial Statements, for certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest (“variable interest entities”). Variable interest entities within the scope of FIN 46 are required to be consolidated by their primary beneficiary. The primary beneficiary of a variable interest entity is determined to be the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected returns, or both.

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Plastipak Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited) - Continued

Note C - New Accounting Pronouncements – Continued

     In December 2003, the Financial Accounting Standards Board issued FASB Interpretation 46(R), Consolidation of Variable Interest Entities. FIN 46(R) replaces FIN 46 and clarifies the accounting for interests in variable interest entities. FIN 46(R) should be applied to entities considered to be Special Purpose Entities (SPE’s) no later than the end of the first reporting period after December 15, 2003 and by the end of the first reporting period that ends after March 15, 2004 to entities other than SPE’s. The adoption of this standard did not have an impact on the Company’s financial position or results of operations.

Note D - Inventories

     Inventories consisted of the following at:

Note E - Legal Proceedings

     The Company is a party to various litigation matters arising in the ordinary course of business. The ultimate legal and financial liability of this litigation cannot be estimated with certainty, but management believes, based on their examination of these matters, experience to date and discussions with counsel, that the ultimate liability will not be material to the Company’s business, financial condition or results of operations.

Note F - Derivative Instruments and Hedging Activities

     Financial Accounting Standards Board Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and clarified, requires companies to recognize all of their derivative instruments as either assets or liabilities at fair value in the statement of financial position. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge.

     For derivative instruments that are designated and qualify as a fair value hedge (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

7

Plastipak Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited) - Continued

Note F - Derivative Instruments and Hedging Activities - Continued

For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. The Company currently uses only fair value hedge accounting.

     On March 11, 2003, the Company entered into two interest rate swap agreements. In connection with the Senior Notes, the Company exchanged fixed rate interest of 10.75% for variable rate interest. The interest rate swap agreements have notional amounts of $50,000,000 each. The variable rates are equal to six month LIBOR plus 6.46% and 6.66%, respectively, for an 8-year period ending September 1, 2011. As of July 31, 2004, the Company recorded an increase of $4,711,202 in other accrued expenses to recognize the fair value of the swap and a $4,711,202 decrease in the Senior Notes to recognize the difference between the carrying value and fair value of the related hedged liability.

Note G - Guarantor and Nonguarantor Financial Statements and Reportable Segments

     The Senior Notes are unsecured, and guaranteed by each of Plastipak’s current and future material domestic subsidiaries.

     The following condensed consolidating financial information presents:

(1)		Condensed consolidating balance sheets as of July 31, 2004 and November 1, 2003, statements of operations for the three months and nine months ended July 31, 2004 and August 2, 2003 and statements of cash flows for the nine months ended July 31, 2004 and August 2, 2003 of (a) Plastipak the parent; (b) the guarantor subsidiaries (North American Operating Segment); (c) the nonguarantor subsidiaries (South American Operating Segment and European Operating Segment); (d) Plastipak on a consolidated basis, and
(2)		Elimination entries necessary to consolidate Plastipak Holdings, Inc., the parent, with the guarantor (North American Operating Segment) and nonguarantor (South American Operating Segment and European Operating Segment) subsidiaries.

     Each subsidiary guarantor is wholly-owned by Plastipak, all guarantees are full and unconditional and all guarantees are joint and several.

8

Plastipak Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited) - Continued

Note G- Guarantor and Nonguarantor Financial Statements and Reportable Segments (Continued)

Condensed Consolidating Balance Sheet

As of July 31, 2004

9

Plastipak Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited) - Continued

Note G- Guarantor and Nonguarantor Financial Statements and Reportable Segments (Continued)

Condensed Consolidating Balance Sheet - Continued

As of July 31, 2004

10

Plastipak Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited) - Continued

Note G - Guarantor and Nonguarantor Financial Statements and Reportable Segments (Continued)

Condensed Consolidating Balance Sheet

As of November 1, 2003