SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) NOVEMBER 12, 1996
ATLANTIS PLASTICS, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
FLORIDA 1-9487 06-1088270
- ---------------------------- ------------- -------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1870 THE EXCHANGE, SUITE 200, ATLANTA, GEORGIA 30339
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (800) 497-7659
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information.
The Registrant's Unaudited Pro Forma Condensed Consolidated
Balance Sheet at September 30, 1996 and Unaudited Pro Forma
Condensed Consolidated Statements of Income for the nine
months ended September 30, 1996 and for the year ended
December 31, 1995 are attached hereto as Attachment 7(b) and
such Unaudited Pro Forma Condensed Consolidated Balance
Sheet and Statements of Income are incorporated herein by
reference.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLANTIS PLASTICS, INC.
January 27, 1997
By: /S/ PAUL RUDOVSKY
----------------------------------------------------
Paul Rudovsky
Executive Vice President, Finance and Administration
and Chief Financial Officer
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<PAGE>
INDEX TO ATTACHMENTS
ATTACHMENT DESCRIPTION
- ---------- -----------
7(b) The Registrant's Unaudited Pro Forma Condensed Consolidated
Balance Sheet at September 30, 1996 and Unaudited Pro Forma
Condensed Consolidated Statements of Income for the nine months
ended September 30, 1996 and for the year ended December 31,
1995.
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<PAGE>
ATLANTIS PLASTICS, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On November 12, 1996, Atlantis Plastics, Inc. (the "Registrant")
completed the sale of all of the capital stock of its wholly-owned subsidiary
Plastic Containers, Inc., an Alabama corporation ("PCI") to Reid Plastics, Inc.,
a California corporation ("Reid"). The following summary of the transaction is
qualified in its entirety by the more detailed information contained in the
Stock Purchase Agreement attached as Exhibit 2.1 to the Form 8-K filed on
November 27, 1996 in connection with the sale of PCI.
PCI is a manufacturer of blow molded plastic containers. PCI's assets
include primarily its manufacturing facility in Demopolis, Alabama, the real
estate on which the facility is located, and the associated accounts receivable,
inventory, and property, plant and equipment.
In consideration for the capital stock of PCI, the Registrant agreed on
a selling price of $7.5 million plus a working capital adjustment of
approximately $765,000, which resulted in an estimated after-tax gain of
approximately $1.9 million, or approximately $0.25 per share. The Registrant
used the $8.3 million proceeds from the sale (less $250,000 in escrow) to pay
transaction-related expenses, to repay PCI-related debt, to reduce amounts
outstanding under the Registrant's revolving line of credit and for other
corporate purposes. The amount of consideration paid by Reid to the Registrant
for the capital stock of PCI was determined through arms' length negotiations
between representatives of the Registrant and Reid.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet at
September 30, 1996 gives effect to the disposition by the Registrant of all of
the capital stock of PCI, as if such disposition had occurred as of September
30, 1996. The Unaudited Pro Forma Condensed Consolidated Statements of Income
for the nine months ended September 30, 1996 and for the year ended December 31,
1995 give effect to the disposition as if it had occurred on January 1, 1995.
The Registrant's historical financial information used in preparation
of the unaudited pro forma condensed consolidated financial statements have been
derived from the Registrant's audited consolidated financial statements
contained in its Annual Report on Form 10-K for the year ended December 31, 1995
and from the unaudited consolidated financial statements contained in its
Quarterly Report on Form 10-Q for the nine month period ended September 30,
1996. PCI's historical financial information used in preparation of the pro
forma condensed consolidated financial statements has been derived from PCI's
unaudited financial statements for the year ended December 31, 1995 and as of
and for the nine months ended September 30, 1996, respectively.
The pro forma data are presented for informational purposes only and
are not necessarily indicative of the operating results or financial position
that would have occurred had the transactions been consummated at the dates
indicated, nor are they necessarily indicative of future operating results or
financial condition. The estimated gain on sale reflected in the accompanying
financial information is subject to revision due to changes in taxes,
transaction expenses or other components of the gain calculation.
For per share data purposes, primary and fully diluted earnings per
share are substantially equivalent.
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<PAGE>
<TABLE>
<CAPTION>
ATLANTIS PLASTICS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(IN THOUSANDS)
DISPOSITION OF
PLASTIC PRO FORMA
ATLANTIS CONTAINERS, INC. ADJUSTMENTS PRO FORMA
PLASTICS, INC. (NOTE 1a) (NOTE 1) TOTAL
----------------- -------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $704 ($579) $7,727 (b) $7,852
Accounts receivable, net 30,761 (1,522) 29,239
Inventories 21,429 (1,653) 19,776
Other current assets 6,332 (10) 6,322
----------------- -------------------- ---------------- ---------------
Total current assets 59,226 (3,764) 7,727 63,189
Property and equipment, net 60,616 (2,893) 57,723
Investment in WinsLoew
Furniture, Inc. stock 5,169 5,169
Goodwill, net 51,483 (562) 50,921
Other assets 3,024 250 (b) 3,783
509 (b)
----------------- -------------------- ---------------- ---------------
Total assets $179,518 ($7,219) $8,486 $180,785
================= ==================== ================ ===============
Liabilities and
Shareholders' Equity
Accounts payable and
accrued expenses $27,347 ($1,076) $1,366 (b) $27,637
Current portion of
long-term debt 2,609 (4) 2,605
----------------- -------------------- ---------------- ---------------
Total current liabilities 29,956 (1,080) 1,366 30,242
Long-term debt, net 109,827 (6) (288) (b) 109,533
Deferred income taxes 7,989 (303) 7,686
Other liabilities 1,173 1,173
----------------- -------------------- ---------------- ---------------
Total liabilities 148,945 (1,389) 1,078 148,634
Shareholders' equity 30,573 (5,830) 5,830 (c) 32,151
1,578 (c)
----------------- -------------------- ---------------- ---------------
Total liabilities and
shareholders' equity $179,518 ($7,219) $8,486 $180,785
================= ==================== ================ ===============
</TABLE>
The accompanying Notes are an integral part of these Unaudited Pro Forma
Condensed Consolidated Financial Statements.
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<PAGE>
ATLANTIS PLASTICS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
PRO FORMA
ATLANTIS ADJUSTMENTS PRO FORMA
PLASTICS, INC. (NOTE 1) TOTAL
------------ ------------- ------------
Net sales $203,060 ($10,144) (a) $192,916
Cost of sales 166,916 (8,119) (a) 158,797
Selling, general and
administrative expenses 20,833 (730) (a) 20,103
------------ ------------- ------------
Operating income 15,311 (1,295) 14,016
Net interest expense (9,707) 16 (a) (9,124)
567 (d)
------------ ------------- ------------
Income from continuing
operations before
income taxes 5,604 (712) 4,892
Income tax provision (2,603) 504 (a) (2,320)
(221) (e)
------------ ------------- ------------
Income from continuing
operations 3,001 (429) 2,572
Preferred stock dividends
109 - 109
------------ ------------- ------------
Income from continuing
operations applicable
to common shares
and equivalents $2,892 ($429) $2,463
============ ============= ============
Income from continuing
operations per share $0.39 $0.33
Weighted average shares 7,447 7,447
The accompanying Notes are an integral part of these Unaudited Pro Forma
Condensed Consolidated Financial Statements.
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<PAGE>
<TABLE>
<CAPTION>
ATLANTIS PLASTICS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
PRO FORMA
ATLANTIS ADJUSTMENTS PRO FORMA
PLASTICS, INC. (NOTE 1) TOTAL
----------------- ---------------- ---------------
<S> <C> <C> <C>
Net sales $281,064 ($12,910) (a) $268,154
Cost of sales 239,969 (11,235) (a) 228,734
Selling, general and
administrative expenses 29,357 (1,060) (a) 28,297
Impairment of long-lived assets 10,551 (4,330) (a) 6,221
Other restructuring charges 1,902 1,902
----------------- ---------------- ---------------
Operating income (loss) (715) 3,715 3,000
Other expense
(338) (338)
Net interest expense (14,179) 44 (a) (13,522)
613 (d)
----------------- ---------------- ---------------
Loss from continuing
operations before
income taxes (15,232) 4,372 (10,860)
Income tax benefit 1,674 285 (a) 1,720
(239) (e)
----------------- ---------------- ---------------
Loss from continuing
operations (13,558) 4,418 (9,140)
Preferred stock dividends
145 - 145
----------------- ---------------- ---------------
Loss from continuing
operations applicable
to common shares
and equivalents ($13,703) $4,418 ($9,285)
================= ================ ===============
Loss from continuing
operations per share ($1.90) ($1.29)
Weighted average shares 7,208 7,208
</TABLE>
The accompanying Notes are an integral part of these Unaudited Pro Forma
Condensed Consolidated Financial Statements.
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<PAGE>
ATLANTIS PLASTICS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
1. Pro Forma Adjustments: (Thousands of dollars)
A description of the adjustments and assumptions included in the unaudited pro
forma condensed consolidated financial statements are as follows:
(a) Represents the removal of PCI's separate company balance sheet and
income statement amounts.
(b) To reflect the estimated net cash proceeds from the PCI disposition:
<TABLE>
<CAPTION>
(Thousands of dollars)
<S> <C>
Selling price $8,265
Less: Amount in escrow (250)
Repayment of PCI-related debt (288)
----------
Subtotal 7,727
Transaction-related expenses accrued on PCI disposition as of 9/30/96 (1,366)
Accrued tax benefit associated with the transaction 509
---------
Expected net cash proceeds after repayment of PCI-related
debt, transaction expenses and tax benefits $6,870
Subsequent to the closing of the transaction, the Registrant utilized
$3,679 of the cash proceeds from the sale to repay the outstanding
balance on its revolving line of credit.
(c) To reflect the estimated gain on disposition of PCI:
Selling price $8,265
Registrant's basis in PCI as of 9/30/96 (5,830)
Transaction-related expenses accrued on PCI disposition as of 9/30/96 (1,366)
Accrued tax benefit associated with the transaction 509
----------
Estimated after-tax gain on PCI disposition as of 9/30/96 1,578
Change in PCI book basis from 10/1/96 to closing date 306
----------
Estimated after-tax gain on PCI disposition as of 11/12/96 $1,884
</TABLE>
(d) Net interest expense has been adjusted to reflect the pro forma
reduction in debt outstanding utilizing the net cash proceeds generated
from the PCI disposition. Accordingly, net interest expense was reduced
$613 and $567 for the year ended December 31, 1995 and the nine months
ended September 30, 1996, respectively.
(e) Provision for income taxes has been adjusted for the pro forma interest
expense described in (d) above, at an incremental tax rate of 39%.
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