ATLANTIS PLASTICS INC
10-Q, 1999-05-12
UNSUPPORTED PLASTICS FILM & SHEET
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended MARCH 31, 1999

                                       OR

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

       For the transition period from _______________to__________________

                          Commission File number 1-9487

                             ATLANTIS PLASTICS, INC.
             (Exact name of registrant as specified in its charter)


            FLORIDA                                             06-1088270
(State or other jurisdiction of                                (IRS Employer 
 incorporation or organization)                              Identification No.)


            1870 THE EXCHANGE, SUITE 200, ATLANTA, GEORGIA     30339            
               (Address of principal executive offices)      (Zip Code)

       (Registrant's telephone number, including Area Code) (800) 497-7659

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_____.

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

          CLASS SHARES                    OUTSTANDING AT MARCH 31, 1999
          -------------                   -----------------------------

        A, $.10 par value                           4,781,278
        B, $.10 par value                           2,803,444


<PAGE>


                             ATLANTIS PLASTICS, INC.
                                TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------

PART I.  FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)

              Consolidated Balance Sheets as of
              March 31, 1999 and December 31, 1998.....................    1

              Condensed Consolidated Statements of Income for the
              three months ended March 31, 1999 and 1998...............    2

              Consolidated Statements of Cash Flows for the
              three months ended March 31, 1999 and 1998...............    3

              Notes to Consolidated Financial Statements...............    4

Item 2.       Management's Discussion and Analysis
              of Financial Condition and Results of Operations.........    7


PART II. OTHER INFORMATION

          Item 1 - Legal Proceedings...................................   12

          Item 6 - Exhibits and Reports on Form 8-K....................   12


SIGNATURES.............................................................   13


<PAGE>

                            ATLANTIS PLASTICS, INC.
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           MARCH 31,      DECEMBER 31,
                                                                             1999            1998
                                                                          -----------     ------------
                                                                          (Unaudited)       (Note A)
<S>                                                                        <C>             <C>      
ASSETS

Cash and cash equivalents ...........................................      $   5,418       $   2,879
Accounts receivable, net ............................................         26,127          25,801
Inventories .........................................................         15,264          14,918
Other current assets ................................................          7,498           8,376
                                                                           ---------       ---------
     Current assets .................................................         54,308          51,974

Property and equipment, net .........................................         59,209          58,403
Goodwill, net of accumulated amortization ...........................         46,997          47,390
Other assets ........................................................          1,338           1,465
                                                                           ---------       ---------

     Total assets ...................................................      $ 161,852       $ 159,232
                                                                           =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued expenses ...............................      $  24,015       $  22,677
Current portion of long-term debt ...................................          2,540           2,538
                                                                           ---------       ---------
     Current liabilities ............................................         26,555          25,215

Long-term debt, less current portion ................................         84,015          84,620
Deferred income taxes ...............................................          9,690          10,149
Other liabilities ...................................................            371             544
                                                                           ---------       ---------
     Total liabilities ..............................................        120,631         120,528
                                                                           ---------       ---------

Commitments and contingencies........................................             --              --

Shareholders' equity:
  Class A Common Stock, $.10 par value, 20,000,000 shares
    authorized, 4,781,278 and 4,538,054 shares issued and outstanding
    in 1999 and 1998 ................................................            478             454
  Class B Common Stock, $.10 par value, 7,000,000 shares
    authorized, 2,803,444 and 2,918,043 shares issued and outstanding
    in 1999 and 1998 ................................................            280             292
  Additional paid-in capital ........................................         10,197           9,436
  Notes receivable from sale of Common Stock ........................         (1,322)           (960)
  Retained earnings .................................................         31,588          29,482
                                                                           ---------       ---------
     Total shareholders' equity .....................................         41,221          38,704
                                                                           ---------       ---------

                                                                           $ 161,852       $ 159,232
                                                                           =========       =========
</TABLE>


    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).


                                       1
<PAGE>

                            ATLANTIS PLASTICS, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               (UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                MARCH 31,
                                                         -----------------------
                                                           1999           1998
                                                         --------       --------
<S>                                                      <C>            <C>     
Net sales ..........................................     $ 58,973       $ 64,427

Cost of sales ......................................       46,559         53,138
                                                         --------       --------

     GROSS PROFIT ..................................       12,414         11,289

Selling, general and administrative expenses .......        6,500          5,973
                                                         --------       --------

     OPERATING INCOME ..............................        5,914          5,316

Net interest (expense) .............................       (2,315)        (2,748)
                                                         --------       --------

     INCOME BEFORE INCOME TAXES ....................        3,599          2,568

Income tax (provision) .............................       (1,483)          (881)
                                                         --------       --------

     NET INCOME ....................................     $  2,106       $  1,687
                                                         ========       ========


NET INCOME PER COMMON SHARE
   Basic                           `                     $   0.28       $   0.23

   Diluted                                               $   0.27       $   0.22

Weighted-average number of shares used in computing
   net income per share (in thousands):
     Basic                                                  7,486          7,347

     Diluted                                                7,743          7,617
</TABLE>



    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).


                                       2
<PAGE>

                            ATLANTIS PLASTICS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED - IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                    -----------------------
                                                                      1999           1998
                                                                    --------       --------
<S>                                                                 <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ...................................................      $  2,106       $  1,687
                                                                    --------       --------
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation .............................................         2,049          1,959
    Amortization of goodwill .................................           393            393
    Loan fee and other amortization ..........................           145            158
    Interest receivable from shareholder loans ...............           (21)            --
    Deferred income taxes ....................................          (459)            79
    Changes in operating assets and liabilities, net .........         1,352            242
                                                                    --------       --------
      Total adjustments ......................................         3,459          2,831
                                                                    --------       --------
       Net cash provided by operating activities .............         5,565          4,518
                                                                    --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures .......................................        (2,855)        (1,781)
                                                                    --------       --------
       Net cash used in investing activities .................        (2,855)        (1,781)
                                                                    --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt .................................          (603)          (661)
  Payments on notes receivable from shareholders .............            75             --
  Proceeds from exercise of stock options ....................           357            731
                                                                    --------       --------
       Net cash (used in) provided by financing activities ...          (171)            70
                                                                    --------       --------

Net increase in cash and cash equivalents ....................         2,539          2,807

Cash and equivalents at beginning of period ..................         2,879          8,346
                                                                    --------       --------

Cash and equivalents at end of period ........................      $  5,418       $ 11,153
                                                                    ========       ========
</TABLE>



    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).


                                       3
<PAGE>


                             ATLANTIS PLASTICS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 1999

NOTE A. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles 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
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1999
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1999.

The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

For further information, refer to the consolidated financial statements and
footnotes thereto included in the Atlantis Plastics, Inc. annual report on Form
10-K for the year ended December 31, 1998.

NOTE B. INVENTORIES

The components of inventory consist of the following:

                                       MARCH 31    DECEMBER 31
                                         1999         1998
                                       --------    -----------
                                            IN THOUSANDS


                Raw Materials          $ 7,454      $ 7,758
                Work in Process            115           95
                Finished Products        7,695        7,065
                                       -------      -------
                                       $15,264      $14,918
                                       =======      =======








                                       4
<PAGE>


NOTE C. SEGMENT INFORMATION

The Company has two operating segments: Atlantis Plastic Films and Atlantis
Molded Plastics. Information related to such segments is as follows:

<TABLE>
<CAPTION>
                                                              THREE MONTHS
                                                          ENDED MARCH 31, 1999
                                                                 SEGMENT
                                           -----------------------------------------------------
                                           ATLANTIS     ATLANTIS
                                           PLASTICS      MOLDED
                                            FILMS       PLASTICS      CORPORATE     CONSOLIDATED
                                            -----       --------      ---------     ------------
                                                              IN THOUSANDS
<S>                                       <C>           <C>           <C>            <C>     
                Net Sales                 $ 40,698      $ 18,275            --       $ 58,973
                Operating Income             4,678         1,236            --          5,914
                Identifiable Assets        111,988        56,799      $ (6,935)       161,852
                Capital Expenditures         1,574           618           663          2,855
                Depreciation and
                    Amortization             1,162           864           416          2,442



                                                              THREE MONTHS
                                                          ENDED MARCH 31, 1998
                                                                 SEGMENT
                                           -----------------------------------------------------
                                           ATLANTIS     ATLANTIS
                                           PLASTICS      MOLDED
                                            FILMS       PLASTICS      CORPORATE     CONSOLIDATED
                                            -----       --------      ---------     ------------
                                                              IN THOUSANDS

                Net Sales                 $ 44,925      $ 19,502            --      $ 64,427
                Operating Income             4,337           979            --         5,316
                Identifiable Assets        107,794        54,658      $ 10,100       172,552
                Capital Expenditures           512         1,113           156         1,781
                Depreciation and
                    Amortization             1,188           781           383         2,352
</TABLE>





                                       5
<PAGE>


NOTE D. EARNINGS PER SHARE DATA

The following table sets forth the computation of basic and diluted earnings per
share for the periods indicated.

<TABLE>
<CAPTION>
                                                                         THREE MONTHS
                                                                        ENDED MARCH 31
                                                                      ------------------
                                                                       1999        1998
                                                                      ------      ------
                                     IN THOUSANDS, EXCEPT PER SHARE DATA
<S>                                                                   <C>         <C>   
                BASIC:
                  Net income                                          $2,106      $1,687
                  Weighted average shares outstanding                  7,486       7,347
                                                                      ------      ------
                BASIC EARNINGS PER SHARE                              $ 0.28      $ 0.23
                                                                      ======      ======

                DILUTED:
                  Net income                                          $2,106      $1,687
                  Weighted average shares outstanding                  7,486       7,347
                   Net effect of dilutive stock options-based on
                      treasury stock method                              279         270
                                                                      ------      ------
                                                                       7,743       7,617
                                                                      ======      ======
                DILUTED EARNINGS PER SHARE                            $ 0.27      $ 0.22
                                                                      ======      ======
</TABLE>



                                       6
<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

GENERAL

         Atlantis is a leading U.S. manufacturer of polyethylene stretch and
custom films used in a variety of industrial and consumer applications and
molded plastic products for the appliance, automotive, building supply, and
recreational vehicle industries.

         Atlantis Plastic Films accounts for approximately 70% of the Company's
net sales and produces: (i) stretch films (multilayer plastic films that are
used principally to wrap pallets of materials for shipping or storage), (ii)
custom film products (high-grade laminating films, embossed films, and specialty
film products targeted primarily to industrial and packaging markets), and (iii)
institutional products such as aprons, gloves, and tablecloths which are
converted from polyethylene films.

         Atlantis Molded Plastics accounts for approximately 30% of the
Company's net sales and employs two principal technologies, serving a wide
variety of specific market segments, described as follows: (i) injection molded
thermoplastic parts that are sold primarily to original equipment manufacturers
and used in major household goods and appliances, power tools, building
supplies, and agricultural and automotive products, and (ii) a variety of custom
and proprietary extruded plastic parts for both trim and functional applications
(profile extrusion) that are incorporated into a broad range of consumer and
commercial products such as recreational vehicles, residential windows and
doors, office furniture, building supplies, and retail store fixtures.

         All material intercompany balances and transactions have been
eliminated. Certain amounts included in prior period financial statements have
been reclassified to conform with the current period presentation.

         Selected income statement data for the quarterly periods ended March
31, 1998 through March 31, 1999 are as follows:
<TABLE>
<CAPTION>

     ($ in millions)                1999                                1998                     
                                    ----            ---------------------------------------------
                                     Q1               Q4           Q3           Q2           Q1
                                     --               --           --           --           --
<S>                                <C>              <C>          <C>          <C>          <C>  
     NET SALES
     ---------
     Plastic Films                 $40.7            $42.7        $44.3        $44.4        $44.9
     Molded Plastics                18.3             16.7         18.7         19.7         19.5
                                   -----            --------------------------------------------
     TOTAL                         $59.0            $59.4        $63.0        $64.1        $64.4
                                   =====            ============================================


                             PERCENTAGE OF NET SALES

     GROSS PROFIT
     ------------

     Plastic Films                    22%              22%          20%          20%          19%
     Molded Plastics                  18%              17%          11%          12%          15%
                                   -----            --------------------------------------------
     TOTAL                            21%              21%          18%          17%          18%
                                   =====            ============================================

     OPERATING INCOME
     ----------------

     Plastic Films                    12%              12%          11%           9%           9%
     Molded Plastics                   7%               7%           1%           4%           6%
                                   -----            --------------------------------------------
     TOTAL                            10%              10%           8%           8%           8%
                                   =====            ============================================
     NET INTEREST EXPENSE          $ 2.3             $2.4         $2.6         $2.7         $2.7
                                   =====            ============================================
</TABLE>



                                       7
<PAGE>


RESULTS OF OPERATIONS

         The Company's 1999 first quarter sales of $59 million were $5.4 million
below last year's sales for the same period. Atlantis Molded Plastics' net sales
for the first three months of 1999 totaled $18.3 million, or 6% lower than last
year's first quarter sales of $19.5 million. First quarter 1999 Atlantis Plastic
Film sales of $40.7 million were 9% below last year's sales for the same period,
primarily due to lower average selling prices resulting from declines in
polyethylene resin prices.

         The Company's first quarter gross profit margins increased from 18% in
1998 to 21% in 1999. Atlantis Plastics Films gross profit margins increased from
19% in 1998 to 22% in 1999 largely due to increased productivity, cost reduction
and improved gross spreads in Stretch Film. First quarter sales volume of
Stretch Film, measured in pounds, increased 7% over the same period in 1998.

         Atlantis Molded Plastics first quarter gross margins increased from 15%
in 1998 to 18% in 1999, primarily due to continued improvements in operational
efficiencies, reduced scrap rates, and reduced overhead at the Company's
injection molding plants.

         Selling, general, and administrative ("SG&A") expenses were $6.5
million for the first quarter of 1999 compared to $6.0 million for this period
last year. This increase is primarily attributable to increased depreciation
associated with the Company's new distribution, accounting, and resource
planning system installed to date in 4 of 12 locations, and non recurring
adjustments which reduced 1998 SG&A expense, including a 1998 rent adjustment
associated with the 1998 restructuring of the Company's agreement with Trivest,
Inc.

         First quarter net interest expense of $2.3 million was 15% lower than
$2.7 million incurred during the same period, 1998. This decrease was a result
of reduced debt levels in 1999 and the third quarter 1998 repurchase of $14.7
million of the Company's Senior Notes. Effective income tax rates differed from
applicable statutory rates in both 1999 and 1998, primarily due to nondeductible
goodwill amortization.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital at March 31, 1999 totaled approximately
$27.8 million (including cash and cash equivalents of $5.4 million), compared to
$26.8 million (including cash and cash equivalents of $2.9 million) at December
31, 1998. On March 31, 1999 there were no borrowings on the Company's revolving
credit facility. Unused availability, net of outstanding letters of credit of
approximately $1.3 million, equaled $13.7 million at March 31, 1999. The present
credit agreement expires May 22, 1999 and while management is currently
negotiating an extension of the agreement, there is no assurance that the
commitment will be renewed or extended, or that another source of financing will
be available to the Company on satisfactory terms.

         As previously announced, the Company is in the final stages of
selecting an area for a west coast stretch facility. Additionally, it expects to
place an order in the near future for a cast extrusion line for delivery to its
stretch film facility in Nicholasville, KY. Present plans call for delivery late
in 1999 with full production commencing in the first quarter of 2000.

         The Company's primary needs for liquidity, on both a short- and
long-term basis, relate to working capital (principally accounts receivable and
inventories), debt service, and capital expenditures. The Company presently does
not have any material commitments for future capital expenditures, and expects
to meet its short-and 



                                       8
<PAGE>

long-term liquidity needs with cash on hand, funds generated from operations,
and funds available under its revolving credit facility. In conjunction with the
stretch film expansion plans outlined in the paragraph above, the Company is in
discussions with several financial institutions regarding lease and other forms
of financing for these projects. At present, there can be no assurance that
financing will be available to the Company on satisfactory terms.

CASH FLOWS FROM OPERATING ACTIVITIES

         In the first three months of 1999, net cash provided by operating
activities was approximately $5.6 million, compared to $4.6 million for the same
period last year. Accounts receivable increased $326,000 during the first
quarter of 1999 due to higher sales during the month of March 1999 compared to
December 1998. Inventory levels increased $346,000 in the first quarter of 1999
compared to an increase of $28,000 in 1998 due to increased inventory purchases
during March, 1999 in advance of announced price increases by the Company's
resin suppliers. Other current assets decreased by $877,000 during the first
quarter primarily due to payments received on resin rebates receivable
outstanding at the end of 1998.

         Accounts payable and accrued expenses increased $1.3 million in the
first quarter of 1999 compared to a decline of $91,000 in 1998. The large
increase in 1999 was primarily due to higher estimated income tax liabilities
for the current year.

CASH FLOWS FROM INVESTING ACTIVITIES

         Net cash used in investing activities during the first three months of
1999 consisted of capital expenditures totaling $2.9 million, compared to
capital expenditures of $1.8 million for the same period last year.

CASH FLOWS FROM FINANCING ACTIVITIES

         Net cash used in financing activities for the first three months of
1999 was $171,000, compared to cash provided by investing activities of $70,000
during this period last year. Proceeds from the exercise of stock options
equaled $357,000 during the first three months of 1999, compared to $731,000
during the same period in 1998.

YEAR 2000 ISSUES

         As part of the Company's ongoing capital expenditure program, Atlantis
has been in the process of implementing a new distribution, accounting, and
resource planning ("ERP") system ("QAD") which is designed to improve its
operating and financial controls. QAD is Year 2000 compliant. At the beginning
of May, 1999, QAD was successfully installed in the Company's profile extrusion
facility. To date, QAD has also been implemented in the Company's two custom
film and one institutional products plants, as well as its headquarters in
Atlanta. Three of the Company's Molded plants are operating under an ERP system
("DTR") which was upgraded during the 4th quarter of 1998 to a Y2K compliant
version of DTR.

         The major phases associated with installing these systems are: (1)
ASSESSMENT, including defining, scoping the problem and solution; (2) FIXING,
including programming and procedure development; (3) TESTING, including
evaluation of the testing phase; and (4) IMPLEMENTATION, including installation
and "going live".

          Present plans are to install QAD in Atlantis' three stretch film
plants at the end of the second quarter of 1999. The assessment phase for these
stretch plants was completed in 1998 and they are presently in the programming
and testing phase. These two phases are expected to be completed by mid-June
1999, shortly 


                                       9
<PAGE>

after completion of the last pilot run. As QAD has been installed successfully
in five other Atlantis locations, the risks associated with implementing QAD in
stretch are considered to be insignificant, although implementation could be
delayed by one or two months.

          One other Molded plant (Warren, OH) is operating under two small PC
based systems ("Solomon PC" for general ledger, accounts receivable, and
accounts payable, and "Auditors Advisor" for inventory management and logistics)
for which Y2K compliant upgrades are commercially available. Atlantis is
planning to install QAD in this plant in the 3rd quarter of 1999. Should this
last conversion be delayed, the Company intends to install a Y2K compliant
commercially available upgrade to the plant's present system and subsequently
convert this plant to QAD. The assessment phase for Warren, OH has been
completed for installing QAD as well as an upgrade of the plant's two PC based
systems presently operating and controlling these functions..

           Upgrades to the Company's PC's and client servers necessary to make
them Y2K compliant have been completed. Atlantis' e-mail system was changed to a
Y2K compliant system earlier in 1999 and installed with all users except
approximately 25 stretch film salespeople. These salespeople will be converted
to the new e-mail system in the next two months. All of the Company's telephone
systems are now Y2K compliant except for three locations. The only remaining
phase necessary to upgrade these three locations is implementation which should
be completed for the remaining three locations by September 30, 1999.

         In the Company's 11 manufacturing facilities and its headquarters in
Atlanta, there are approximately 125 types/models of equipment with programmable
logic chips ("PLC's") which may require adjustment to make them Y2K compliant.
The assessment phase has been completed on all but 20 of these devices and
should be completed for these 20 by mid-June, 1999. The testing, fixing, and
implementation (where necessary) phases have been completed on approximately 25%
of the other devices and are expected to be completed on all devices by
September 30, 1999.

         With regard to evaluating the Y2K compliant status of the Company's
significant suppliers and customers, Atlantis presently is in the assessment
phase. Certain major suppliers and customers have been questioned on an informal
basis over the past six months. All of these informal interviews have indicated
a plan to be Y2K compliant by the end of the third quarter of 1999. All major
customers and suppliers will be contacted in writing during the second quarter
of 1999. Responses are expected back to Atlantis by July 31, 1999. During August
1999 the assessment phase should be completed and any necessary contingency
plans developed.

         The Company has evaluated worst case scenarios regarding Y2K
compliance. The Company has two critical suppliers of resin to its stretch film
business. The Company has three critical suppliers of resin to its custom film
business. The Company receives most of its plastic resin via railcar. As noted
in the Company's Form 10-K for the year ended December 31, 1998, Whirlpool
Corporation represented approximately 12% of the Company's net sales for 1998.
The Company's two Tulsa, OK stretch film plants account for approximately 25% of
the Company's sales and production while its Nicholasville, KY stretch film
facility accounts for approximately 20% of the Company's sales and production.
In the unlikely event that one of these resin suppliers could not ship resin,
the railroad system used to deliver resin to the Company's facilities fails to
deliver resin, Whirlpool Corporation is not Y2K compliant by January 1, 2000, or
there is a power outage affecting the above mentioned facilities, and this
unlikely event is of longer than a short term duration, the Company could be
affected in a materially adverse manner. Contingency plans for these and other
scenarios are expected to be developed by September 30, 1999.



                                       10
<PAGE>

         As most of the upgrades and systems conversions (including QAD)
discussed above would have been implemented without the Y2K compliance issue,
incremental costs associated with Y2K related changes are not expected to exceed
$0.5 million in 1998 and 1999.

FORWARD LOOKING STATEMENTS

         This Form 10-Q contains certain forward-looking statements which are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may include, but are not limited
to, projections of revenues, income or losses, capital expenditures, plans for
future operations, financing needs or plans, compliance with financial covenants
in loan agreements, plans for liquidation or sale of assets or businesses, plans
relating to products or services of the Company, assessments of materiality,
predictions of future events, the ability to obtain additional financing, the
Company's ability to meet obligations as they become due, the impact of pending
and possible litigation, as well as assumptions relating to the foregoing. In
addition, when used in this discussion, the words "anticipates," "believes,"
"estimates," "expects," "intends," "plans" and similar expressions are intended
to identify forward-looking statements. Forward-looking statements are
inherently subject to risks and uncertainties, including, but not limited to,
the impact of leverage, dependence on major customers, fluctuating demand for
the Company's products, risks in product and technology development, fluctuating
resin prices, competition, litigation, labor disputes, capital requirements, and
other risk factors detailed in the Company's Securities and Exchange Commission
filings, some of which cannot be predicted or quantified based on current
expectations.







                                       11
<PAGE>


Part II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.

                  The Company is not a party to any legal proceeding other than
                  routine litigation incidental to its business, none of which
                  is material.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

27.1     Financial Data Schedule

(b)      Reports on Form 8-K:

         During the quarter for which this Quarterly Report on Form 10-Q is
         filed, no reports on Form 8-K were filed by the Registrant.



                                       12
<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 thereunto duly authorized.

                                         ATLANTIS PLASTICS, INC.

Date: May 12, 1999                       /s/ ANTHONY F. BOVA
                                         -------------------
                                         ANTHONY F. BOVA

                                         President and Chief Executive Officer

Date: May 12, 1999                       /s/ PAUL RUDOVSKY
                                         -----------------
                                         PAUL RUDOVSKY
                                         Executive Vice President, Finance and
                                         Administration




                                       13
<PAGE>



                                 EXHIBIT INDEX



EXHIBIT                                 DESCRIPTION
- -------                                 -----------

  27.1                             Financial Data Schedule













<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                     1,000
<CURRENCY>                                     DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<EXCHANGE-RATE>                                      1
<CASH>                                           5,418
<SECURITIES>                                        0
<RECEIVABLES>                                   27,224
<ALLOWANCES>                                     1,097
<INVENTORY>                                     15,264
<CURRENT-ASSETS>                                54,308
<PP&E>                                         125,745
<DEPRECIATION>                                  66,536
<TOTAL-ASSETS>                                 161,852
<CURRENT-LIABILITIES>                           26,555
<BONDS>                                         84,015
                              758
                                          0
<COMMON>                                             0
<OTHER-SE>                                      40,463
<TOTAL-LIABILITY-AND-EQUITY>                   161,852
<SALES>                                         58,973
<TOTAL-REVENUES>                                58,973
<CGS>                                           46,559
<TOTAL-COSTS>                                   46,559
<OTHER-EXPENSES>                                 6,500
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,315
<INCOME-PRETAX>                                  3,599
<INCOME-TAX>                                     1,493
<INCOME-CONTINUING>                              2,106
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,106
<EPS-PRIMARY>                                     0.28
<EPS-DILUTED>                                     0.27
        

</TABLE>


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