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, 2001
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
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(State or other jurisdiction of incorporation or organization) (IRS Employer 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
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, 2001
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A, $.10 par value 4,854,906
B, $.10 par value 2,676,947
ATLANTIS PLASTICS, INC.
FORM 10-Q
For the Quarter Ended March 31, 2001
INDEX
Part I. Financial Information
Item 1. Financial Statements (Unaudited) Page
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a) Consolidated Balance Sheets
as of March 31, 2001 and December 31, 2000.................. 1
b) Consolidated Statements of Income
for the three months ended March 31, 2001 and 2000.......... 2
c) Consolidated Statements of Cash Flows
for the three months ended March 31, 2001 and 2000.......... 3
d) Notes to Consolidated Financial Statements
for the three months ended March 31, 2001.................. 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 7
Item 3. Quantitative and Qualitative Disclosure About Market Risk........12
Part II. Other Information
Item 1. Legal Proceedings................................................13
Item 6. Exhibits and Reports on Form 8-K.................................13
Signatures...................................................................14
Part 1. Financial Information
Item 1. Financial Statements
ATLANTIS PLASTICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
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March 31, December 31,
2001 (1) 2000
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ASSETS
Cash and cash equivalents $ 1,883 $ 2,445
Accounts receivable, less allowance for doubtful accounts 28,098 25,227
and returned items of $1,176 in 2001 and $1,472 in 2000
Inventories 17,591 18,346
Other current assets 5,542 9,099
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Total current assets 53,114 55,117
Property and equipment, net 70,979 71,846
Goodwill, net of accumulated amortization 47,724 48,133
Other assets 357 511
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Total assets $172,174 $175,607
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LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 19,561 $ 19,329
Current portion of long-term debt 40,801 19,025
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Total current liabilities 60,362 38,354
Long-term debt, less current portion 54,125 79,534
Deferred income taxes 10,849 11,355
Other liabilities - 51
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Total liabilities 125,336 129,294
Commitments and contingencies - -
Shareholders' equity:
Class A Common Stock, $.10 par value, 20,000,000 shares authorized,
4,854,906 and 4,856,846 shares issued and outstanding in 2001 and 2000 485 486
Class B Common Stock, $.10 par value, 7,000,000 shares authorized,
2,676,947 shares issued and outstanding in 2001 and 2000 268 268
Additional paid-in capital 10,677 10,679
Notes receivable from sale of Common Stock (1,517) (1,625)
Retained earnings 36,925 36,505
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Total shareholders' equity 46,838 46,313
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Total liabilities and shareholders' equity $172,174 $175,607
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(1) Unaudited
See accompanying notes.
1
ATLANTIS PLASTICS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data) (Unaudited)
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Three Months Ended
March 31,
2001 2000
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Net sales $64,702 $64,474
Cost of sales 54,302 53,482
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Gross profit 10,400 10,992
Selling, general and administrative expenses 6,942 6,576
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Operating income 3,458 4,416
Net interest expense (2,569) (2,506)
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Income before provision for income taxes 889 1,910
Provision for income taxes (463) (851)
Net income $ 426 $ 1,059
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Earnings per share
Basic and Diluted:
Net income $ 0.06 $ 0.14
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Weighted average number of shares used in
computing earnings per share (in thousands)
Basic 7,533 7,503
Diluted 7,543 7,760
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See accompanying notes.
2
ATLANTIS PLASTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
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Three Months Ended
March 31,
2001 2000
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Cash Flows From Operating Activities
Net income $ 426 $ 1,059
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 2,447 2,237
Loss (gain) on disposal of assets 5 (13)
Amortization of goodwill 448 396
Loan fee and other amortization 116 112
Interest receivable from shareholder loans (32) (32)
Deferred income taxes (506) 22
Change in assets and liabilities, net of acquisition of business 1,659 (1,649)
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Total adjustments 4,137 1,073
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Net cash provided by operating activities 4,563 2,132
Cash Flows From Investing Activities
Capital expenditures (1,586) (2,880)
Purchase of business (39) -
Proceeds from asset dispositions 1 57
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Net cash used in investing activities (1,624) (2,823)
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Cash Flows From Financing Activities
Net (repayments) borrowings under revolving credit agreements (3,000) 900
Payments on long-term debt (633) (673)
Payments on notes receivable from shareholders 140 193
Purchase of common stock (8) (146)
Proceeds from exercise of stock options - 191
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Net cash (used in) provided by financing activities (3,501) 465
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Net decrease in cash and cash equivalents (562) (226)
Cash and cash equivalents at beginning of period 2,445 2,288
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Cash and cash equivalents at end of period $ 1,883 $ 2,062
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See accompanying notes.
3
ATLANTIS PLASTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis of Presentation
The accompanying unaudited condensed 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, 2001 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2001.
The balance sheet at December 31, 2000 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.
The information included in this Form 10-Q should be read in
conjunction with Management's Discussion and Analysis and financial statements
and footnotes thereto included in the Atlantis Plastics, Inc. Form 10-K for the
year ended December 31, 2000.
Inventories
The components of inventory consist of the following:
March 31 December 31
(in thousands) 2001 2000
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Raw Materials $ 9,683 $ 9,102
Work in Process 116 107
Finished Products 7,792 9,137
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$ 17,591 $ 18,346
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4
Segment Information
The Company has two operating segments: Atlantis Plastic Films and
Atlantis Molded Plastics. Information related to such segments is as follows:
Three Months Ended March 31, 2001
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Atlantis Atlantis
Plastics Molded
(in thousands) Films Plastics Corporate Consolidated
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Net sales $46,335 $18,367 - $64,702
Operating income 2,759 699 - 3,458
Identifiable assets 107,134 59,919 $ 5,121 (1) 172,174
Capital expenditures 980 599 7 1,586
Depreciation and
amortization 1,213 1,109 689 3,011
Three Months Ended March 31, 2000
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Atlantis Atlantis
Plastics Molded
(in thousands) Films Plastics Corporate Consolidated
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Net sales $43,573 $20,901 - $64,474
Operating income 2,271 2,145 - 4,416
Identifiable assets 109,873 61,140 $ (1,715) (1) 169,298
Capital expenditures 1,927 839 114 2,880
Depreciation and
amortization 1,160 927 658 2,745
(1) Corporate identifiable assets are primarily intercompany balances.
5
Earnings Per Share Data
The following table sets forth the computation of basic and diluted
earnings per share for the periods indicated.
Three Months
Ended March 31
(in thousands, except per share data) 2001 2000
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Basic earnings per common share:
Net income $ 426 $1,059
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Weighted-average shares outstanding 7,533 7,503
Basic earnings per common share $ 0.06 $ 0.14
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Diluted earnings per common share
Net income $ 426 $1,059
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Weighted-average shares outstanding 7,533 7,503
Add - Options 10 257
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Weighted-average common shares outstanding plus
potential dilutive common shares 7,543 7,760
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Diluted earnings per share $ 0.06 $ 0.14
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Excluded from the above calculation of diluted earnings per share are
antidilutive options, which could potentially dilute earnings per share in the
future. Antidilutive options for the quarter ended March 31, 2001 and March 31,
2000 not included above are 812,158 and 13,352 shares, respectively.
6
Item 2. Management's Discussion And Analysis of Financial Condition And Results
of Operations
Overview
Atlantis Plastics, Inc. ("Atlantis" or the "Company") is a leading U.S.
plastics manufacturer consisting of two operating segments: (i) Atlantis Plastic
Films, which produces polyethylene stretch and custom films used in a variety of
industrial and consumer applications, and (ii) Atlantis Molded Plastics, which
produces molded plastic products for a variety of applications, including
products and components for the appliance, automotive, building supply, and
recreational vehicle industries.
Atlantis Plastic Films, which accounts for approximately 70% of the
Company's net sales and produces (i) stretch films, which are multilayer plastic
films that are used principally to wrap pallets of materials for shipping or
storage; (ii) custom film products, such as 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 that are converted from polyethylene films.
Atlantis Molded Plastics, which accounts for approximately 30% of the
Company's net sales, consists of two principal technologies serving a 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, 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.
Selected income statement data for the quarterly periods ended March
31, 2000 through March 31, 2001 are as follows:
2001 2000
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($ in millions) Q1 Q4 Q3 Q2 Q1
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NET SALES
Plastic Films $46.3 $40.9 $44.5 $45.9 $43.6
Molded Plastics 18.4 16.5 18.7 19.3 20.9
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Total $64.7 $57.4 $63.2 $65.2 $64.5
GROSS PROFIT
Plastic Films 17% 15% 11% 13% 15%
Molded Plastics 15% 15% 16% 18% 21%
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Total 16% 15% 13% 15% 17%
OPERATING INCOME
Plastic Films 6% 4% 1% 4% 5%
Molded Plastics 4% 3% 6% 9% 10%
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Total 5% 3% 3% 5% 7%
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NET INTEREST EXPENSE $2.6 $2.6 $2.6 $2.6 $2.5
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7
Results of Operations
Net Sales
Net sales increased to $64.7 million in the quarter ended March 31,
2001, compared to $64.5 million for the quarter ended March 31, 2000. Atlantis
Plastics Films' volume (measured in pounds) for the quarter ended March 31, 2001
increased 10% over the comparable quarter in 2000 and 16% over the quarter ended
December 31, 2000.
Weakness in the home building and durable goods sectors resulted in a
decline from the prior year of 12% in net sales for Atlantis' Molded Products
segment. Net sales in the quarter ended March 31, 2001, decreased to $18.4
million compared to $20.9 million for the quarter ended March 31, 2000.
In May 2001, the Company agreed to certain retroactive price
concessions with a customer, which will result in a charge of approximately
$200,000 during the quarter ended June 30, 2001.
Gross Profit and Operating Profit
Atlantis' gross margin decreased to 16% in the quarter ended March 31,
2001, compared to 17% for the quarter ended March 31, 2000. Operating margin
decreased to 5% in the quarter ended March 31, 2001, compared to 7% for the
quarter ended March 31, 2000. In the plastic films segment, gross margin
increased to 17% in the quarter ended March 31, 2001, compared to 15% in the
quarter ended March 31, 2000, as a result of the increased volume and resulting
improved asset utilization. Operating margins in the plastic films segment
increased to 6% in the first quarter of 2001, compared with 5% in the first
quarter 2000.
In Atlantis' Molded Products segment, the economic slowdown and
resulting decline in volume caused gross margins and operating margins to
decline to 15% and 4% respectively, in the quarter ended March 31, 2001,
compared to 21% and 10% respectively, for the quarter ended March 31, 2000.
Selling, General, and Administrative Expense
The Company's selling, general, and administrative ("SG&A") expense
increased to $6.9 million in the quarter ended March 31, 2001 from $6.6 million
in the quarter ended March 31, 2000. The increase is primarily the result of
increased incentives for sales personnel in the plastic films segment for the
record sales volume experienced during the first quarter 2001.
Net Interest Expense and Income Taxes
Net interest expense for the quarter ended March 31, 2001 increased to
$2.6 million, compared to $2.5 million for the quarter ended March 31, 2000.
Total debt increased to $94.9 at March 31, 2001, compared to $92.0 million at
March 31, 2000. However, interest rate declines in the quarter ended March 31,
2001 resulted in a lower average interest rate on the variable portion of debt,
primarily the debt associated with the revolving credit agreement, compared to
the average variable interest rate for the quarter ended March 31, 2000.
The Company's effective income tax rate in both 2001 and 2000 differed
from the applicable statutory rate primarily due to nondeductible goodwill
amortization and the effect of state income taxes.
8
Income
As a result of the factors described above, operating income decreased
to $3.5 million (5% of net sales) during the quarter ended March 31, 2001,
compared to $4.4 million (7% of net sales) for the quarter ended March 31, 2000.
Net income and basic and diluted earnings per share for the quarter ended March
31, 2001 and 2000 were as follows:
2001 2000
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Net income $0.4 million $1.1 million
Basic earnings per share $0.06 $0.14
Diluted earnings per share $0.06 $0.14
Liquidity and Capital Resources
At March 31, 2001, the Company had approximately $94.9 million of
outstanding indebtedness, approximately $1.9 million in cash and cash
equivalents, and an additional $15.2 million unused availability under its
revolving credit facility, net of outstanding letters of credit of approximately
$1.3 million. The revolving credit facility expires November 12, 2001, and there
can be 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 of April 30, 2001 borrowings on this facility totaled $16.5 million
and unused availability, net of outstanding letters of credit of approximately
$1.3 million, equaled $12.2 million. The Company's principal 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. It expects to meet its short and long-term
liquidity needs, including those related to the Senior Note sinking fund payment
due February 2002, with cash on hand, funds generated from operations, funds
available under its revolving credit facility, and as discussed below, possible
additional borrowing to refinance the long-term debt.
At March 31, 2001 the Company's current portion of long-term debt
increased by $21.8 million to $40.8 million from the balance of $19.0 million at
December 31, 2000. This increase was primarily the result of the
reclassification from long-term debt to current debt of the $24.8 million
sinking fund payment due February 2002 on its 11% Senior Notes. In April 2001,
Atlantis repurchased $3.5 million in principal amount, of its 11% Senior Notes,
which reduced the February 2002 sinking fund requirement by the same amount. In
addition, Atlantis is exploring alternatives to refinance its long-term debt,
including its 11% Senior Notes due February 2003 and the remaining sinking fund
payment of $21.3 million due February 2002.
The Company's high debt level presents substantial risks and could have
negative consequences. For example, it could (1) require the Company to dedicate
a substantial portion of its cash flow from operations to repayment of debt,
limiting the availability of cash for other purposes; (2) increase the Company's
vulnerability to adverse general economic conditions by making it more difficult
to borrow additional funds to maintain its operations if the Company suffers
shortfalls in net sales; (3) hinder the Company's flexibility in planning for,
or reacting to, changes in its business and industry by preventing the Company
from borrowing money to upgrade its equipment or facilities; and (4) limit or
impair the Company's ability to obtain additional financing in the future for
working capital, capital expenditures, acquisitions, or general corporate
purposes.
9
In the event that the Company's cash flow from operations is not
sufficient to fund the Company's expenditures or to service its indebtedness,
including the required $21.3 million sinking fund payment, the Company would be
required to raise additional funds through the sale of assets or subsidiaries.
There can be no assurance that any of these sources of funds would be available
in amounts sufficient for the Company to meet its obligations. Moreover, even if
the Company were able to meet its obligations, its highly leveraged capital
structure could significantly limit its ability to finance its expansion program
and other capital expenditures, to compete effectively, or to operate
successfully under adverse economic conditions.
Cash Flows from Operating Activities
For the quarter ended March 31, 2001, net cash provided by operating activities
was approximately $4.6 million, compared to $2.1 million for the quarter ended
March 31, 2000. The difference between the Company's net income of $426,000 and
its $4.6 million operating cash flow for the quarter ended March 31, 2001 was
primarily attributable to approximately $3.0 million of depreciation and
amortization expense, a $3.6 million decrease in other assets resulting
primarily from the receipt of resin rebates and tax refunds, an approximately
$755,000 decrease in inventories, partially offset by an approximately $2.9
million increase in accounts receivable due to increased net sales, and a
$506,000 decrease in deferred income taxes.
Cash Flows from Investing Activities
Net cash used in investing activities decreased to $1.6 million in the
quarter ended March 31, 2001, compared to $2.8 million for the quarter ended
March 31, 2000. This decrease was primarily the result of reduced capital
expenditures (net of dispositions).
Cash Flows from Financing Activities
Net cash used in financing activities for the quarter ended March 31,
2001 was $3.5 million, compared with net cash provided by financing activities
of $0.5 million for the quarter ended March 31, 2000. The Company's financing
cash flow for the quarter ended March 31, 2001 reflects net repayments of $3.0
million under the revolving credit agreements and approximately $633,000 in
payments on long-term debt. This was partially offset by the receipt of
approximately $140,000 in interest due from shareholder notes.
As stated earlier, in April 2001, the Company repurchased $3.5 million,
in principal amount, of the 11% Senior Notes. This repurchase was financed with
borrowings of $3.0 million under the revolving credit agreement.
10
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Investments and Hedging Activities". SFAS 133
establishes a new model for accounting for derivatives and hedging activities
and supersedes several existing standards. SFAS 133, as amended by SFAS 137 and
SFAS 138, is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. The adoption of SFAS 133 did not have a material impact on its
financial statements.
Note Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of that term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Additional written or oral
forward-looking statements may be made by the Company from time to time, in
press releases, annual or quarterly reports to shareholders, filings with the
Securities Exchange Commission, presentations or otherwise. Statements contained
herein that are not historical facts are forward-looking statements made
pursuant to the safe harbor provisions referenced above.
Forward-looking statements may include, but are not limited to,
projections of net sales, income or losses, or 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.
Consequently, future events and actual results could differ materially
from those set forth in, contemplated by, or underlying the forward-looking
statements. Readers are cautioned not to place undue reliance on any
forward-looking statements contained herein, which speak only as of the date
hereof. The Company undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in interest rates,
primarily as a result of its floating interest rate debt.
The following table summarizes information on debt instruments. The
table presents expected maturity of debt instruments and projected annual
average interest rates. For variable rate debt instruments, average interest
rates are based on one month London Inter-Bank Offered (LIBOR), prime, and
commercial paper rates as of March 30, 2001. The fair market value of the Senior
Notes is based on quoted market price as of April 6, 2001. The carrying value of
the Company's other long-term debt approximates its fair market value.
Interest Rate Sensitivity
Principal (Notional) Amount by Expected Maturity
Average Interest Rate
($ 000)
Value as of
2001 2002 2003 2004 2005 Thereafter Total March 31, 2001
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Senior Notes
- Maturity $ - $ 24,775 $ 50,000 $ - $ - $ - $ 74,775 $ 63,559
- Average Interest Rate 11% 11% 11%
Other Long-Term Debt -
Fixed Rate
- Maturity $ 128 $ 179 $ 126 $ 124 $ 143 $ 212 $ 912 $ 912
- Average Interest Rate 6.51% 6.53% 6.58% 6.58% 6.58% 6.58%
Other Long-Term Debt -
Variable Rate*
- Maturity $ 15,264 $ 2,854 $ 336 $ 125 $ 660 $ - $ 19,239 $ 19,239
- Average Interest Rate 7.79% 7.15% 6.92% 6.83% 6.83%
*Based on LIBOR plus spreads of 1.75% to 2.75%, prime plus spreads of 1.0% and
commercial paper plus 2.7% (all rates as of March 30, 2001)
12
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
(b) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the quarter ended March 31,
2001.
Items 3, 4, and 5 are not applicable and have been omitted.
13
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 15, 2001 By: /s/ Anthony F. Bova
--------------------
ANTHONY F. BOVA
President and Chief Executive Officer
Date: May 15, 2001 By: /s/ Paul G. Saari
------------------
PAUL G. SAARI
Senior Vice President, Finance and
Chief Financial Officer
14