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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K

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

For the year ended December 31, 2002

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
(State or other jurisdiction
of incorporation or organization)                  |  | 06-1088270
(I.R.S. Employer
Identification No.)
|                                                                                        |  |                                                
|1870 The Exchange, Suite 200, Atlanta, Georgia
(Address of principal executive offices) |  | 30339
(Zip Code)                               

(Registrants telephone number, including area code) (800) 497-7659

Securities registered pursuant to Section 12(b) of the Act:

|                                               |  |                                               
|---------------------------------------------- |  | ----------------------------------------------
|                                               |  | Name of each exchange                         
|Title of each class                            |  | on which registered                           
|                                               |  |                                               
|Class A Common Stock,
$.10 par value per share |  | American Stock Exchange
Pacific Stock Exchange

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  [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer as
defined in Rule 12b-2 of the Act. Yes [ ]
No[ x ]

The aggregate market value of shares of Class A Common Stock held by
non-affiliates of the registrant based on a $4.10 average of the high and low
sales prices for the Class A Common Stock on the American Stock Exchange on
June 28, 2002, which was the last business day of the registrants most
recently completed second fiscal quarter, was approximately $14,575,861. For
purposes of this computation, all executive officers, directors, and greater
than 5% beneficial owners of the Class A Common Stock of the registrant have
been deemed to be affiliates. Such determination should not be deemed to be an
admission that such directors, officers, or greater than 5% beneficial owners
are, in fact, affiliates of the registrant.

The number of shares of Class A Common Stock, $.10 par value, and Class B
Common Stock, $.10 par value, of the registrant outstanding as of February 28,
2003 were 5,121,752 and 2,456,981, respectively.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the following document have been incorporated by reference
into the parts indicated: The registrants Proxy Statement to be filed with the
Securities and Exchange Commission not later than 120 days after the end of the
fiscal year covered by this report  Part III (Items 10-13).



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TABLE OF CONTENTS



|                                                                 |                                                                                               |  |  |  |  |  |  | 
|---------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                          
|                                                                 | ITEM 1. BUSINESS                                                                             
|                                                                 | ITEM 2. PROPERTIES                                                                           
|                                                                 | ITEM 3. LEGAL PROCEEDINGS                                                                    
|                                                                 | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|PART II                                                         
|                                                                 | ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED SHAREHOLDER MATTERS            
|                                                                 | ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA                                                 
|                                                                 | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                                 | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|                                                                 | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                          
|                                                                 | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|PART III                                                        
|                                                                 | ITEMS 10, 11, 12, AND 13                                                                     
|                                                                 | Item 14. Controls and Procedures                                                             
|PART IV                                                         
|ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
|SIGNATURES                                                      
|CERTIFICATION                                                   
|Exhibit Index                                                   
|EX-10.22                                                        
|EX-10.23                                                        
|EX-10.24                                                        
|EX-10.25                                                        
|EX-23.1                                                         
|EX-99.1                                                         
|EX-99.2                                                         



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ATLANTIS PLASTICS, INC.

ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2002
TABLE OF CONTENTS


|               |  |                                                                                                |  |  |    |      |    | 
|-------------- |  | ---------------------------------------------------------------------------------------------- |  |  | -- | ---- | -- | 
|               |  |                                                                                                |  |  |    | Page |   
|               |  |                                                                                                |  |  |    |      |   
|               |  | Part I                                                                                         |  |  |    |     
|Item 1.        |  | Business                                                                                       |  |  | 3  |     
|Item 2.        |  | Properties                                                                                     |  |  | 11 |     
|Item 3.        |  | Legal Proceedings                                                                              |  |  | 11 |     
|Item 4.        |  | Submission of Matters to a Vote of Security Holders                                            |  |  | 11 |     
|               |  | Part II                                                                                        |  |  |    |     
|Item 5.        |  | Market for
Registrants Common Equity and Related Stockholder Matters                          |  |  | 12 |     
|Item 6.        |  | Selected Financial Data                                                                        |  |  | 13 |     
|Item 7.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  |  | 14 |     
|Item 7A.       |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  |  | 19 |     
|Item 8.        |  | Financial Statements and Supplementary Data                                                    |  |  | 20 |     
|Item 9.        |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |  |  | 41 |     
|               |  | Part III                                                                                       |  |  |    |     
|Item 10.       |  | Directors and Executive Officers of the Registrant                                             |  |  | 42 |     
|Item 11.       |  | Executive Compensation                                                                         |  |  | 42 |     
|Item 12.       |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  |  | 42 |     
|Item 13.       |  | Certain Relationships and Related Transactions                                                 |  |  | 42 |     
|Item 14.       |  | Controls and Procedures                                                                        |  |  | 42 |     
|               |  | Part IV                                                                                        |  |  |    |     
|Item 15.       |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                               |  |  | 43 |     
|Signatures     |  |                                                                                                |  |  |    |      | 48 | 
|Certifications |  |                                                                                                |  |  |    |      | 49 | 

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PART I

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 us from time to time, in press
releases, annual or quarterly reports to shareholders, filings with the
Securities and 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 our products or services; assessments of
materiality; predictions of future events; the ability to obtain additional
financing; our 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, our significant debt, dependence on major customers, fluctuating demand for
our products, risks in product and technology development, fluctuating resin
prices, competition, litigation, labor disputes, capital requirements, and
other risk factors detailed in our filings from time to time with the
Securities and Exchange Commission, 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. Statements in this Annual Report, including, Item 1,
Business-Factors That May Affect Future Results, describe factors, among
others, that could contribute to or cause such differences.

Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. We
undertake 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.




ITEM 1. BUSINESS

Overview

Atlantis Plastics, Inc., headquartered in Atlanta, Georgia, manufactures
specialty and custom plastic products in 14 manufacturing plants located
throughout the United States. We operate through two operating business
segments: Atlantis Plastic Films (Plastic Films) and Atlantis Molded
Products (Molded Products), each of which holds leading positions in their
respective markets.

Plastic Films, which accounted for approximately 66% of our net sales in
2002, is a leading manufacturer of specialty plastic films. We believe Plastic
Films is the second largest producer of stretch films for industrial
applications in the United States. The Plastic Films segment is comprised of
three operating divisions: (1) Stretch Films, (2) Custom Films and (3)
Institutional Products. Stretch Films produces high-quality, multilayer plastic
films used to cover, package and protect products for storage and
transportation applications. Custom Films produces customized monolayer and
multilayer specialty plastic films used as industrial and protective packaging,
and as a substrate in multilayer laminates in foam padding for carpet,
automotive and medical applications. Institutional Products converts custom
films into disposable products such as tablecovers, gloves and aprons, which
are used primarily in institutional foodservice.

Molded Products, which accounted for approximately 34% of our net sales in
2002, is a leading manufacturer of custom injection molded products for the
production of appliances and automotive parts, and extruded plastic products
for use as components in a range of commercial and consumer products, including
recreational vehicles, windows and door frames, office furniture, building
supplies and retail display fixtures. The Molded Products segment is comprised
of two operating divisions: (1) Injection Molding

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and (2) Profile Extrusion. Injection Molding produces a number of custom
injection molded components that are sold primarily to original equipment
manufacturers, or OEMs, in the home appliance, automotive parts, recreational
vehicle and construction industries. In addition, the Injection Molding
division manufactures a line of proprietary injection molded siding panels for
the home building industry and residential replacement market. Profile
Extrusion manufactures custom extruded plastic products, primarily for use in
consumer and commercial products, including recreational vehicles, mobile
homes, residential doors and windows, office furniture and appliances.

Recent Developments

On October 8, 2002, we acquired substantially all of the assets of Rio
Grande Plastic Products, Inc., a custom injection molder located in Alamo,
Texas for a total purchase price of $3.9 million. We funded approximately $2.0
million of the total purchase price through a master equipment lease agreement
with a financial institution, and the remainder through borrowings under our
then existing revolving line of credit. Rio Grande primarily manufactures
safety restraints, door trim reflectors and vehicle lamps for the automotive
industry.

On December 27, 2002, we completed the syndication of a new $110 million
senior credit facility. The proceeds of the facility were used to retire our
11% Senior Notes, refinance other indebtedness and for general corporate
purposes. The senior credit facility consists of a $35 million Revolving Loan,
a $35 million Term A Loan and a $40 million Term B Loan. The Revolving Loan and
Term A Loan have a five-year maturity, while the Term B Loan has a six-year
maturity.

Strategy

The principal elements of our strategy include (1) increasing the Stretch
Film divisions market share, (2) continuing to increase the coextrusion
product mix within the Custom Films division, (3) improving the results of the
Injection Molding division through increased volume and production efficiencies
and (4) expanding the range of proprietary products offered by the Profile
Extrusion division.

Our business plans and goals for 2003 will emphasize the following
elements.

Stretch Film. The division will continue to focus on profitably increasing
its market share through capitalizing on its reputation for quality,
exceptional customer service and low cost national production locations.

Custom Films.The division will focus its marketing and technical
resources on the divisions additional capacity and coextrusion manufacturing
capabilities in order to further penetrate the higher margin converter,
lamination and sheet masking film end markets. The divisions increased product
offering capabilities are expected to continue to create additional
opportunities for growth and variable gross margin enhancement.

Institutional Products.The division will continue to strive to expand its
penetration into institutional product markets through additions to its line of
institutional product offerings. The division will look to increase efficiency
and profitability through the implementation of further selective automation in
its manufacturing processes.

Injection Molding. The division will continue to focus on enhancing the
capabilities and efficiency of its manufacturing facilities through the further
utilization of robotics and a focus on waste reduction. In addition, the
division will continue to focus on increasing its market penetration and deepen
its current customer relationships through the co-development of new product
programs and platforms. Additionally, the division will strive to aggressively
grow its building panel and accessories business.

Profile Extrusion. The division will continue to streamline operations by
improving its processing methods thus reducing costs. In addition, the division
will continue to develop and expand its proprietary product offerings,
including its line of extruded siding accessories.

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Products

Stretch Film. We believe we are the second largest producer of stretch
film in North America. We manufacture multilayer stretch film used primarily to
wrap pallets of industrial and commercial goods for shipping or storage.
Secondary markets for stretch film products include the bundling of
non-palletized products such as carpet rolls, construction materials, furniture
and paper. Stretch films are typically produced using linear low-density
polyethylene resins and other materials and are manufactured using both blown
and cast extrusion processes to meet rigid customer specifications. We believe
we are the only stretch film producer with all its facilities ISO
9002-certified. We have over 400 SKUs in the machine wrap and hand wrap
segment. Our product offerings include our highly successful Advantage stretch
film line, which incorporates three stretch films types, and is marketed under
the Linear brand product family.

The principal attributes driving the continued popularization of stretch
films are as follows:



| |  |  | Load Containment.Stretch film is puncture resistant and can be
expanded up to 300% of its pre-stretch size, creating a rubber band
effect that applies force evenly to a load, helping to prevent
palletized products from shifting during the distribution and handling
processes. The consistent load containment minimizes product damage and
reduces total costs relative to other, less reliable packaging
alternatives.                                                                                                                                                                                            
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Cost Effectiveness.Stretch film provides superior
strength-to-weight ratios, is cheaper to produce, and results in the
creation of less waste than alternative containment media. Materials
such as strapping, banding, corrugated boxes and adhesives continue to
be displaced by stretch films at an increasing rate due to heightened
cost and waste reduction goals. In addition, the average stretch film
requirement for pallet wrapping has decreased from nearly 30 ounces per
load to less than 8 ounces per load as a result of manufacturing and
resin technology improvements, which have enabled down-gauging.
|
| |  |  | Ease of Use. Stretch film allows for the effective, simple
containment of bulk goods and is less labor and time intensive than
alternative containment media. Machine wrap represents approximately
two-thirds of the market for stretch film and continues to grow in
popularity due to advances in automated wrapping machinery.                                                                                                                                                                                                                                                                                         

Custom Films. We produce custom low-density and linear low-density
polyethylene-based laminating, embossed and specialty films that serve the
furniture, carpeting, textile, lamination, medical, manufacturing and food
packaging industries. Custom Films utilizes over 1,000 different formulae,
resins and color combinations in the manufacturing of monolayer and multilayer
films in a broad range of configurations, sizes and widths. The following are
among the divisions largest volume products:



| |  |  | Carpet, Furniture and Textile Packaging Films.This high-strength
packaging films category includes wide sheeting for wrapping textiles
and protective bags for the shipment and storage of furniture and
mattresses.                                                                                                                                                                                                                    
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Converter Films. Converter film is primarily used for flexible
packaging, lamination and surface printing, and can be produced in
single wound sheeting, tubing or bag form. Converter film applications
include thin, fractional gauge films used for packaging applications
such as stand-up pouches and sealants used on multilayer structures to
provide oxygen and moisture barriers nearly equivalent to foil or metal
containers.
|
| |  |  | Masking Films.Masking films are used to protect the surface of
materials such as glass, metal and acrylic sheet during storage and
transportation. These films incorporate a non-abrasive head-activated
adhesive in order to help bind them to the products surfaces.                                                                                                                                                                 
|
| |  |  | Foam and Nonwoven Lamination Films. These films are engineered to
be a carrier web and integral structural component of carpet pad foam
and automotive trim. In addition, lamination films are used to adhere
to nonwoven substrates for medical product applications, including
surgical draping and other protective medical related products.                                                                                        

Custom Films also produces custom film for other market segments,
including embossed films used by producers of personal care and disposable
protective wear products, and smooth and embossed release films used by rubber,
prepreg and molding compound manufacturers as a separation medium.

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Institutional Products.Marketed under the Sta-Dri® brand name, we produce
disposable consumer and institutional plastic products for the food service,
party supply and school/collegiate markets. These product offerings are
available in a variety of styles, colors, thickness levels and weights.
Products produced include tablecovers and skirts, aisle runners, aprons, bibs,
gloves, boots, freezer/storage bags, saddle pack bags, locker wrap and custom
imprint designs.

Injection Molding. We produce custom thermoplastic components for small
and large appliances, including refrigerators, air conditioners, dehumidifiers,
dishwashers and microwave ovens. In addition, the division manufactures
products for the agricultural, automotive and building products markets.

In addition, Injection Molding designed and manufactures a proprietary
half round accent panel, which is used as decorative, architectural detail
siding for the residential construction market and a cedar shake panel for
siding applications, under the brand name Cedarway®, which is a cost-effective,
easy-to-install alternative to wood and aluminum siding products.

Approximately 37% of the Molded Products segments net sales, or 12% of
our total net sales, were to Whirlpool Corporation (Whirlpool) in 2002. The
Injection Molding division has been a supplier to Whirlpool for over 50 years.
See Item 1, Business  Factors That May Affect Future Results  Dependence on
Customers.

Profile Extrusion. We produce and stock over 280 recreational vehicle
components, and have grown our portfolio of building product related offerings
to encompass 20 different products. The following are among the divisions
largest volume products:



| |  |  | Double-Utility Trim.Double-utility trim is used in the siding
industry and is manufactured under an exclusive licensing agreement.                                                                                                                                                                                                                                                                                       
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Flex-Flash and PLY-J. Flex-Flash flexible drip edge flashing and
PLY-J flexible J channel siding trim products were developed to seal
and finish round-top windows. These products offer built-in mildew,
mold and UV inhibitors, are easy to cut and install, and are
manufactured in a variety of colors for convenience. We trademarked the
PLY-J name in 1998 and received a patent on the Flex-Flash design in
1999.
|
| |  |  | Boat Dock Bumper.We manufacture easy-to-install, heavy duty vinyl
boat dock bumpers for the marine industry. These products are made from
marine grade polyvinyl chloride and contain UV inhibitors to prevent
warping and cracking, as well as fungicide additives to retard mold and
mildew.                                                                                                                             

Sales and Marketing

Stretch Film. We sell stretch film nationally to approximately 400
distributors of industrial packaging and directly to several large end-users.
More than 90% of our stretch film volume is sold to distributors through our
direct sales organization.

Custom Films. We market specialty custom films for direct sale to
end-users, as well as through distributors, with a majority of the divisions
sales completed on an order-by-order basis. Our Custom Films sales force works
closely with our technical group to develop specific solutions for a wide range
of customer applications. The division is marketing its expanded coextrusion
production capabilities in an effort to further penetrate its market segments.

Institutional Products.This division sells to numerous customers in the
institutional food service, hospital and janitorial supply and party
supply/retail store markets. Sales to both resellers and end-market retailers
are completed on an order-by-order basis.

Injection Molding.This division maintains an in-house sales and
engineering staff that assists in the design of products to customer
specifications, designs molds to produce those products, and oversees the
construction of necessary molds. Its program management concept promotes
early involvement with customers engineers to assist with product and tooling
design and the establishment of acceptable quality standards. Its Statistical
Process Control, or SPC, systems enable it to meet these established quality
standards on a cost-efficient basis. We believe that our ability to offer SPC
quality assurance, as well as value-added secondary operations such as hot
stamping, silk screening, and assembly provide us with a competitive advantage
in selling to national accounts. Our personnel generate the majority of our
sales. Independent sales representatives, calling primarily on

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industrial customers in the Midwest, account for the balance. Building products
sales are conducted through internal sales managers each with responsibility
over a manufacturers representative network, selling through a variety of
channels of distribution.

Profile Extrusion. In-house sales personnel who oversee a network of
independent sales representatives conduct the Profile Extrusion divisions
marketing and sales activities. These representatives call on a diversified
customer base in approximately 30 states. We supply many industries, including
manufacturers of recreational vehicles, residential windows and doors, office
furniture, retail store fixtures, building supplies and marine products.

Manufacturing and Raw Materials

Stretch Film. We manufacture our stretch film products in three facilities
located in Sapulpa, Oklahoma; Nicholasville, Kentucky; and Fontana, California.
We purchase several types of linear low-density resins and other materials to
manufacture our stretch film products.

Custom Films. We manufacture our custom film products at two plants
located in Cartersville, Georgia and Mankato, Minnesota. Approximately 20
different types of resin, delivered in pellet form, and approximately 10 types
of additives are used in the manufacturing process.

Institutional Products.This division sources film manufactured by custom
films and converts the film into disposable poly gloves, bibs, aprons and
tablecovers at its manufacturing facility in Mankato, Minnesota. Institutional
Products is an automated converting facility and enjoys a low cost
manufacturing position among North American suppliers with its vertical
integration-to-raw material film supply.

Injection Molding. We operate molding presses ranging from 30 to 1,000
tons and related secondary equipment at six plants located in Henderson,
Kentucky; Ft. Smith, Arkansas; Warren, Ohio; LaVergne, Tennessee; Jackson,
Tennessee; and through our recent acquisition, Alamo, Texas. The variety of
equipment configurations and plant locations enables us to fulfill customer
requirements, including multiple components, various press sizes and secondary
operations.

Our injection molding customers generally place orders for products based
on their production requirements for the following three to four months, with a
non-binding estimate of requirements over six to 12 months. We believe that the
relatively long production cycles for our customers make these estimates
reliable. See Item 1, Business - Backlog.

A wide variety of materials, such as acrylonitrile butabiene styrene,
polystyrene, polyethylene, polycarbonate and nylon are used in the
manufacturing process. We have multiple sources of supply for these materials.

Profile Extrusion. We manufacture our extruded plastic parts at our two
facilities located in Elkhart, Indiana. One of the facilities was acquired in
connection with the Extrusion Masters, Inc. (EMI) acquisition consummated in
2000. Five basic types of compound materials are used in the manufacturing
process. These materials are polyvinyl chloride in rigid and flexible forms,
polyethylene, polypropylene and thermoplastic rubber. We believe that we have
adequate sources available to meet these raw material needs.

The raw materials we use in the manufacture of our products are various
plastic resins, primarily polyethylene. We select our suppliers on the basis of
quality, price, technical support and service. We have contracts with resin
manufacturers, which allow us to achieve what we believe to be the best
combination of price, resin availability and new product development support.
We believe our relationships with our resin suppliers are good. We do not hedge
the purchase of our raw materials. Virtually all of our plastic resin supplies
are manufactured within the United States. Although the plastics industry has
from time to time experienced shortages of plastic resins, to date, we have not
experienced any such shortages. We believe that there are adequate sources
available to meet our raw material needs.

We use over 300 million pounds of plastic resins annually. We believe that
our large volume purchases of plastic resin have generally resulted in lower
net raw material costs and enabled us to obtain shipments of raw materials even
in periods of short supply.

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The primary plastic resins we use are produced from petrochemical
feedstock mostly derived from natural gas liquids. Based on the supply and
demand cycles in the petrochemical industry, substantial cyclical price
fluctuations can occur. Consequently, plastic resin prices often fluctuate, and
such prices fluctuated significantly during the 1999 through 2002 period. See
Item 1, Business - Factors That May Affect Future Results - Fluctuations in
Raw Material Prices.

Competition

Our operating units face intense competition from numerous competitors,
several of which have greater financial resources than we do. In addition, the
markets for certain of our products are characterized by a low cost of entry or
competition based primarily on price.

Plastic Films competes with a limited number of producers capable of
national distribution and a greater number of smaller manufacturers that target
specific regional markets and specialty film segments. Competition is based on
quality, price, service (including the manufacturers ability to supply
customers in a timely manner), and product differentiation. We believe Plastic
Films successfully competes on the basis of its established reputation for
service and quality, as well as its position as an efficient, low-cost
producer.

Molded Products competes in a highly fragmented segment of the plastics
industry, with a large number of regional manufacturers competing on the basis
of customer service (including timely delivery and engineering/design
capabilities), quality, product differentiation, and price. We believe that
Molded Products successfully competes based on its ability to offer extensive
customer service, manufacturing efficiencies, and a wide variety of products.

Backlog

Our total backlog at December 31, 2002 was approximately $10.7 million,
compared to approximately $18.4 million at December 31, 2001. We do not
consider any specific months backlog to be a significant indicator of sales
trends due to the various factors that influence backlog, such as price
changes, which lead to customer inventory order adjustments.

Employees

As of December 31, 2002, we employed approximately 1,374 persons, compared
with approximately 1,243 persons at December 31, 2001. We believe that
relations with our employees are satisfactory.

Patents and Trademarks

We have registered various trademarks with the United States Patent and
Trademark Office and certain overseas trademark regulatory agencies. We also
have applications pending for the registration of patents and other trademarks.
We believe that our trademark position is adequately protected in all markets
in which we do business. Plastic Films produces certain stretch film products
under non-exclusive licenses granted by ExxonMobil Corporation, which are
coterminous with the duration of ExxonMobils underlying patents.

Environmental Regulation

Actions by federal, state, and local governments concerning environmental
matters could result in laws or regulations that could increase the cost of
producing the products we manufacture or otherwise adversely affect the demand
for our products. At present, environmental laws and regulations do not have a
material adverse effect upon the demand for our products. Certain local
governments have adopted ordinances prohibiting or restricting the use or
disposal of certain plastic products that are among the types we produce.

In addition, certain of our operations are subject to federal, state and
local environmental laws and regulations that impose limitations on the
discharge of pollutants into the air and water and establish standards for the
treatment, storage and disposal of solid and hazardous wastes. Historically, we
have not had to make significant capital expenditures for compliance with such
laws and regulations.

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While we cannot predict with any certainty our future capital expenditure
requirements for environmental regulatory compliance because of continually
changing compliance standards and technology, we have not currently identified
any of our facilities as requiring major expenditures for environmental
remediation or to achieve compliance with environmental regulations.
Accordingly, we have not accrued any amounts relating to achieving compliance
with currently promulgated environmental laws and regulations. See Item 1,
Business - Factors That May Affect Future Results - Environmental
Considerations.

Factors That May Affect Future Results

An investment in our common stock involves a high degree of risk. You
should carefully consider the factors described below, in addition to those
discussed elsewhere in this report, in analyzing an investment in the common
stock. If any of the events described below occurs, our business, financial
condition and results of operations would likely suffer and the trading price
of our common stock could fall.

In addition, the following factors could cause our actual results to
differ materially from those projected in forward-looking statements, whether
made in this 10-K, annual or quarterly reports to shareholders, future press
releases, SEC filings or orally, whether in presentations, responses to
questions or otherwise. See Note Regarding Forward-Looking Statements.

Leverage

At December 31, 2002, we had approximately $88.9 million of outstanding
indebtedness, approximately $1.2 million in cash and cash equivalents and an
additional approximate $16.5 million of unused availability under our senior
credit facility, net of outstanding letters of credit. Our high debt level
presents substantial risks and could have negative consequences. For example,
it could (1) require us to dedicate a substantial portion of our cash flow from
operations to repayment of debt, limiting the availability of cash for other
purposes; (2) increase our vulnerability to adverse general economic conditions
by making it more difficult to borrow additional funds to maintain our
operations if we suffer shortfalls in net sales; (3) hinder our flexibility in
planning for, or reacting to, changes in our business and industry by
preventing us from borrowing money to upgrade our equipment or facilities; and
(4) limit or impair our ability to obtain additional financing in the future
for working capital, capital expenditures, acquisitions or general corporate
purposes.

Fluctuation in Raw Material Prices

The primary raw materials we use in the manufacture of our products are
various plastic resins, primarily polyethylene. Our financial performance
therefore is dependent to a substantial extent on the polyethylene resin
market. The capacity, supply and demand for plastic resins and the
petrochemical intermediates from which they are produced are subject to
substantial cyclical price fluctuations and other market disturbances,
including supply shortages. Consequently, plastic resin prices may fluctuate as
a result of changes in natural gas and crude oil prices. While we attempt to
pass through changes in the cost of our raw materials to our customers in the
form of price increases, there is no assurance that we will be able to do so.
To the extent that increases in the cost of plastic resin cannot be passed on
to our customers, or that the duration of time lags associated with a pass
through becomes significant, such increases may have a material adverse effect
on our profitability. Furthermore, during periods when resin prices are
falling, gross profits may suffer, as we will be selling products manufactured
with resin purchased one to two months prior at higher prices.

Dependence on Customers

Approximately 37% of the Molded Products segments consolidated net sales,
or 12% of our net sales, were to Whirlpool in 2002. Although Molded Products
has been a supplier to Whirlpool for over 50 years, a significant reduction in
Whirlpools volume, or the loss of Whirlpool as a customer, could have a
material adverse effect on our financial condition and results of operations.

Competition

Our operating units face intense competition from numerous competitors,
several of which have greater financial resources than us. In addition, the
markets for certain of our products are characterized by low cost of entry or
competition based primarily on price.

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Plastic Films competes with a limited number of producers capable of
national distribution and a greater number of smaller manufacturers that target
specific regional markets and specialty film segments. Competition is based on
quality, price, service (including the manufacturers ability to supply
customers in a timely manner), and product differentiation.

Molded Products competes in a highly fragmented segment of the plastics
industry, with a large number of regional manufacturers competing on the basis
of customer service (including timely delivery and engineering/design
capabilities) quality, product differentiation and price.

There can be no assurance that we will continue to compete successfully in
the markets for our products or that competition in such markets will not
intensify.

Environmental Considerations

Actions by federal, state and local governments concerning environmental
matters could result in laws or regulations that could increase the cost of
producing the products we manufacture or otherwise adversely affect the demand
for our products. Certain local governments have adopted ordinances prohibiting
or restricting the use or disposal of certain plastic products that are among
the types we produce. If such prohibitions or restrictions were widely adopted,
it could have a material adverse effect on our business, financial condition
and results of operations. In addition, a decline in consumer preference for
plastic products due to environmental considerations could have a material
adverse effect on our business, financial condition and results of operations.

In addition, certain of our operations are subject to federal, state and
local environmental laws and regulations that impose limitations on the
discharge of pollutants into the air and water and establish standards for the
treatment, storage and disposal of solid and hazardous wastes.

While we cannot predict with any certainty our future capital expenditure
requirements for environmental regulatory compliance because of continually
changing compliance standards and technology, we have not currently identified
any of our facilities as requiring major expenditures for environmental
remediation or to achieve compliance with environmental regulations.
Accordingly, we have not accrued any amounts relating to achieving compliance
with currently promulgated environmental laws and regulations. We do not
currently have any insurance coverage for environmental liabilities and do not
anticipate obtaining such coverage in the future.

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ITEM 2. PROPERTIES

Our headquarters consists of approximately 11,436 square feet of office
space, with an annual lease payment of approximately $154,000.

The following table describes the manufacturing facilities we own or lease
as of December 31, 2002. Substantially all of the owned facilities are pledged
as collateral for debt. We believe that our manufacturing facilities are
adequate to meet current needs and increases in sales volume for the
foreseeable future.

|                                           |  |          |  |               |         |  |  | 
|------------------------------------------ |  | -------- |  | ------------- | ------- |  |  | 
|                                           |  | Owned or |  | Building Area
|Segment and Location                       |  | Leased   |  | (square feet)
|                                           |  |          |  |              
|Atlantis Plastic Films:                    |  |          |  |               |         |  |  | 
|Stretch Films, Sapulpa, Oklahoma           |  | Owned    |  |               | 126,544 | 
|Stretch Films, Nicholasville, Kentucky     |  | Owned    |  |               | 130,000 | 
|Stretch Films, Fontana, California         |  | Leased   |  |               | 95,080  | 
|Custom Films, Mankato, Minnesota           |  | Owned    |  |               | 140,000 | 
|Institutional Products, Mankato, Minnesota |  | Leased   |  |               | 65,000  | 
|Custom Films, Cartersville, Georgia        |  | Leased   |  |               | 58,500  | 
|Atlantis Molded Products:                  |  |          |  |               |         |  |  | 
|Injection Molding, Henderson, Kentucky     |  | Owned    |  |               | 118,000 | 
|Injection Molding, Jackson, Tennessee      |  | Owned    |  |               | 50,835  | 
|Injection Molding, Ft. Smith, Arkansas     |  | Owned    |  |               | 135,000 | 
|Injection Molding, Warren, Ohio            |  | Owned    |  |               | 61,000  | 
|Injection Molding, LaVergne, Tennessee     |  | Leased   |  |               | 38,000  | 
|Injection Molding, Alamo, Texas            |  | Leased   |  |               | 98,000  | 
|Profile Extrusion, Elkhart, Indiana        |  | Owned    |  |               | 88,000  | 
|Profile Extrusion, Elkhart, Indiana        |  | Leased   |  |               | 35,200  | 




ITEM 3. LEGAL PROCEEDINGS

We are not presently a party to any litigation where the outcome is
expected to have a material adverse effect on our consolidated financial
condition or results of operations.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended December 31,
2002.

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PART II




ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Our Class A Common Stock is traded on the American Stock Exchange (the
AMEX) and the Pacific Stock Exchange under the symbol AGH. The following
table sets forth the high and low sales prices for the Class A Common Stock on
the AMEX for each quarter of the years 2002 and 2001:

|               |  |      |      |     |  |   |      | 
|-------------- |  | ---- | ---- | --- |  | - | ---- | 
|               |  | High |      | Low
|               |  |      |      |    
|2002           |  |      |      |     |  |   |      | 
|First Quarter  |  | $    | 4.13 |     |  | $ | 3.18 | 
|Second Quarter |  | $    | 6.60 |     |  | $ | 3.35 | 
|Third Quarter  |  | $    | 4.99 |     |  | $ | 3.45 | 
|Fourth Quarter |  | $    | 5.20 |     |  | $ | 3.55 | 
|2001           |  |      |      |     |  |   |      | 
|First Quarter  |  | $    | 5.80 |     |  | $ | 2.25 | 
|Second Quarter |  | $    | 3.48 |     |  | $ | 2.53 | 
|Third Quarter  |  | $    | 3.19 |     |  | $ | 2.34 | 
|Fourth Quarter |  | $    | 4.00 |     |  | $ | 2.41 | 

There is no public market for our Class B Common Stock. Each share of
Class B Common Stock is convertible, at the option of the holder, into one
share of Class A Common Stock.

As of February 28, 2003, there were 180 holders of record of Class A
Common Stock and 24 holders of record of the Class B Common Stock.

Dividends

We did not declare or pay any dividends for the year ended December 31,
2002 and do not anticipate paying any cash dividends in the foreseeable future.
Additionally, our outstanding senior credit facility restricts our ability to
pay dividends. We presently intend to retain any future earnings to finance
future operations, to expand our business and to reduce indebtedness.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with our Consolidated Financial Statements and the Notes thereto
and Managements Discussion and Analysis of Financial Condition and Results of
Operations, which are included elsewhere in this report.

|                                     |                                          |                                   |   |       |      |      |   |       |      |      |   |       |      |  |   |       |      |  |   |       |      | 
|------------------------------------ | ---------------------------------------- | --------------------------------- | - | ----- | ---- | ---- | - | ----- | ---- | ---- | - | ----- | ---- |  | - | ----- | ---- |  | - | ----- | ---- | 
|Years Ended December 31,             |                                          | 2002                              |   | 2001  |      | 2000 |   | 1999  |      | 1998
|                                     |                                          |                                   |   |       |      |      |   |       |      |     
|(in millions, except per share data) |                                          |                                   |   |       |      |      |   |       |      |      |   |       |      |  |   |       |      |  |   |      
|Operating Data                       |                                          |                                   |   |       |      |      |   |       |      |      |   |       |      |  |   |       |      |  |   |      
|                                     | Net Sales                                |                                   | $ | 248.6 |      |      | $ | 247.8 |      |      | $ | 250.3 |      |  | $ | 254.1 |      |  | $ | 250.8 |     
|                                     | Income from Continuing Operations        |                                   |   | 2.4   |      |      |   | 0.3   |      |      |   | 0.2   |      |  |   | 9.2   |      |  |   | 6.7   |     
|                                     | Net Income                               |                                   |   | 2.4   |      |      |   | 0.7   |      |      |   | 0.2   |      |  |   | 9.2   |      |  |   | 6.3   |     
|                                     | Goodwill Amortization*                   |                                   |   |      |      |      |   | 1.8   |      |      |   | 1.6   |      |  |   | 1.6   |      |  |   | 1.6   |     
|Per Share Data                       |                                          |                                   |   |       |      |      |   |       |      |      |   |       |      |  |   |       |      |  |   |      
|                                     | Income from Continuing Operations        |                                   |   |       |      |      |   |       |      |      |   |       |      |  |   |       |      |  |   |       |     
|                                     |                                          | Basic Earnings per Common Share   |   | $     | 0.31 |      |   | $     | 0.04 |      |   | $     | 0.03 |  |   | $     | 1.23 |  |   | $     | 0.90 | 
|                                     |                                          | Diluted Earnings per Common Share |   | $     | 0.31 |      |   | $     | 0.04 |      |   | $     | 0.03 |  |   | $     | 1.18 |  |   | $     | 0.87 | 
|                                     | Net Income                               |                                   |   |       |      |      |   |       |      |      |   |       |      |  |   |       |      |  |   |       |     
|                                     |                                          | Basic Earnings per Common Share   |   | $     | 0.31 |      |   | $     | 0.10 |      |   | $     | 0.03 |  |   | $     | 1.23 |  |   | $     | 0.85 | 
|                                     |                                          | Diluted Earnings per Common Share |   | $     | 0.31 |      |   | $     | 0.10 |      |   | $     | 0.03 |  |   | $     | 1.18 |  |   | $     | 0.81 | 
|Financial Data                       |                                          |                                   |   |       |      |      |   |       |      |      |   |       |      |  |   |       |      |  |   |      
|                                     | Total Assets                             |                                   | $ | 176.3 |      |      | $ | 169.6 |      |      | $ | 175.5 |      |  | $ | 170.7 |      |  | $ | 158.7 |     
|                                     | Total Debt                               |                                   |   | 88.9  |      |      |   | 88.9  |      |      |   | 98.6  |      |  |   | 91.7  |      |  |   | 87.2  |     
|                                     | Cash Dividends Declared per Common Share |                                   |   |      |      |      |   |      |      |      |   |      |      |  |   |      |      |  |   |      |     

* The Company adopted Statement of Financial Accounting Standards No. 142
during 2002, which requires among other items, the cessation of recording
goodwill amortization.

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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are 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, recreational vehicle, building
supply and residential window industries.

Net sales, gross profit, and operating income for the years ended December
31, 2002, 2001, and 2000, were as follows (in thousands):

|                         |       |        |         |         |  |      |  |             |  |        |    |     |   |   |         |             |  |        |  |  |  |  |    |             |   |   |         |         |  |  |  |  |  |  |    |     |  
|------------------------ | ----- | ------ | ------- | ------- |  | ---- |  | ----------- |  | ------ | -- | --- | - | - | ------- | ----------- |  | ------ |  |  |  |  | -- | ----------- | - | - | ------- | ------- |  |  |  |  |  |  | -- | --- | -
|Years Ended December 31, |       | 2002   |         | 2001    |  | 2000
|                         |       |        |         |         |  |     
|Net Sales                |       | Amount |         |         |  |      |  | % Net Sales |  | Amount |    |     |   |   |         | % Net Sales |  | Amount |  |  |  |  |    | % Net Sales
|                         |       |        |         |         |  |      |  |             |  |        |    |     |   |   |         |             |  |        |  |  |  |  |    |            
|Atlantis Plastic Films   |       | $      | 165,013 |         |  |      |  |             |  |        | 66 | %   |   | $ | 170,720 |             |  |        |  |  |  |  | 69 | %           |   | $ | 174,903 |         |  |  |  |  |  |  | 70 | %  
|Atlantis Molded Products |       |        | 83,573  |         |  |      |  |             |  |        | 34 | %   |   |   | 77,094  |             |  |        |  |  |  |  | 31 | %           |   |   | 75,362  |         |  |  |  |  |  |  | 30 | %  
|                         |       |        |         |         |  |      |  |             |  |        |    |     |   |   |         |             |  |        |  |  |  |  |    |             |   |   |         |         |  |  |  |  |  |  |    |    
|                         | Total |        | $       | 248,586 |  |      |  |             |  |        |    | 100 | % |   | $       | 247,814     |  |        |  |  |  |  |    | 100         | % |   | $       | 250,265 |  |  |  |  |  |  |    | 100 | %
|                         |       |        |         |         |  |      |  |             |  |        |    |     |   |   |         |             |  |        |  |  |  |  |    |             |   |   |         |         |  |  |  |  |  |  |    |    

|                         |       |        |        |            |  |        |    |            |   |        |        |            |  |  |    |    |   |   |        |        |  |  |    |    |  
|------------------------ | ----- | ------ | ------ | ---------- |  | ------ | -- | ---------- | - | ------ | ------ | ---------- |  |  | -- | -- | - | - | ------ | ------ |  |  | -- | -- | -
|Gross Profit             |       | Amount |        | %Net Sales |  | Amount |    | %Net Sales |   | Amount |        | %Net Sales
|                         |       |        |        |            |  |        |    |            |   |        |        |           
|Atlantis Plastic Films   |       | $      | 24,494 |            |  |        | 15 | %          |   | $      | 26,416 |            |  |  | 15 | %  |   | $ | 23,650 |        |  |  | 14 | % 
|Atlantis Molded Products |       |        | 15,403 |            |  |        | 18 | %          |   |        | 12,332 |            |  |  | 16 | %  |   |   | 13,450 |        |  |  | 18 | % 
|                         |       |        |        |            |  |        |    |            |   |        |        |            |  |  |    |    |   |   |        |        |  |  |    |   
|                         | Total |        | $      | 39,897     |  |        |    | 16         | % |        | $      | 38,748     |  |  |    | 16 | % |   | $      | 37,100 |  |  |    | 15 | %
|                         |       |        |        |            |  |        |    |            |   |        |        |            |  |  |    |    |   |   |        |        |  |  |    |   

|                         |       |        |       |             |  |        |   |             |   |        |       |             |  |  |   |   |   |   |       |        |  |  |   |   |  
|------------------------ | ----- | ------ | ----- | ----------- |  | ------ | - | ----------- | - | ------ | ----- | ----------- |  |  | - | - | - | - | ----- | ------ |  |  | - | - | -
|Operating Income         |       | Amount |       | % Net Sales |  | Amount |   | % Net Sales |   | Amount |       | % Net Sales
|                         |       |        |       |             |  |        |   |             |   |        |       |            
|Atlantis Plastic Films   |       | $      | 5,290 |             |  |        | 3 | %           |   | $      | 6,914 |             |  |  | 4 | % |   | $ | 6,066 |        |  |  | 3 | %
|Atlantis Molded Products |       |        | 6,151 |             |  |        | 7 | %           |   |        | 3,955 |             |  |  | 5 | % |   |   | 5,299 |        |  |  | 7 | %
|                         |       |        |       |             |  |        |   |             |   |        |       |             |  |  |   |   |   |   |       |        |  |  |   |  
|                         | Total |        | $     | 11,441      |  |        |   | 5           | % |        | $     | 10,869      |  |  |   | 4 | % |   | $     | 11,365 |  |  |   | 5 | %
|                         |       |        |       |             |  |        |   |             |   |        |       |             |  |  |   |   |   |   |       |        |  |  |   |  

Comparison of Years Ended December 31, 2002 and 2001

Net Sales

Net sales increased to $248.6 million in 2002, compared with $247.8
million in 2001, a 0.3% increase. Our Plastic Films segment sales decreased to
$165.0 million in 2002, compared with $170.7 million in 2001, a 3.3% decrease.
This decrease was primarily the result of a 6% decrease in average selling
price in 2002, which was partially offset by a 2% increase in sales volume
(measured in pounds). Molded Products sales increased to $83.6 million in 2002,
compared with $77.1 million in 2001, or an 8% increase. This increase was
primarily the result of the acquisition of Rio Grande Plastic Products, Inc.
and growth within the segments building products business.

Gross Profit

Gross profit, as a percentage of net sales, remained flat at 16% in 2002,
when compared with 2001. Our Plastic Films segments gross profit remained flat
at 15% in 2002, when compared with 2001. In our Molded Products segment, gross
profit increased to 18% in 2002, compared with 16% in 2001. This increase was
primarily due to a change in product mix resulting in an increase in higher
margin sales.

Selling, General and Administrative Expense

Our selling, general and administrative (SG&A) expense increased to
$28.5 million in 2002, compared with $26.1 million in 2001, a 9% increase. This
increase was primarily the result of increases in insurance costs (property,
general and health) and increases in incentive compensation costs.

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Net Interest Expense and Income Taxes

Net interest expense decreased to $7.6 million in 2002, compared with $9.4
million in 2001, a 19% decrease. The decrease was primarily the result of lower
interest rates on our borrowings in 2002.

Our 2002 and 2001 effective income tax rate was 38% and 79%, respectively.


The 2002 effective income tax rate differed from the applicable statutory rate
due to the effect of state income taxes. In addition, our 2001 effective income
tax rate was higher than the 2002 effective rate and differed from the
applicable statutory rate due to nondeductible goodwill amortization.

Extraordinary Gain

During 2001, we repurchased at a discount approximately $25.5 million of
our 11% Senior Notes in the open market, which resulted in an extraordinary
gain of $421,000, net of income taxes. The gain relates to the discount
received for the repurchased Notes, partially offset by the write-off of
unamortized loan origination costs related to such Notes.

Income

As a result of the factors described above, operating income increased to
$11.4 million, or 5% of net sales, in 2002, compared with $10.9 million, or 4%
of net sales, in 2001. Income before extraordinary items and net income were
as follows:

|                                  |                            |              |      |              |      |  |   |      | 
|--------------------------------- | -------------------------- | ------------ | ---- | ------------ | ---- |  | - | ---- | 
|                                  |                            |              | 2002 |              | 2001
|                                  |                            |              |      |              |     
|Income before extraordinary items |                            | $2.4 million |      | $0.3 million
|                                  | Basic earnings per share   |              | $    | 0.31         |      |  | $ | 0.04 | 
|                                  | Diluted earnings per share |              | $    | 0.31         |      |  | $ | 0.04 | 
|Net income                        |                            | $2.4 million |      | $0.7 million
|                                  | Basic earnings per share   |              | $    | 0.31         |      |  | $ | 0.10 | 
|                                  | Diluted earnings per share |              | $    | 0.31         |      |  | $ | 0.10 | 

Comparison of Years Ended December 31, 2001 and 2000

Net Sales

Net sales decreased to $247.8 million in 2001, compared with $250.3
million in 2000, a 1% decrease. Our Plastic Films segment sales decreased to
$170.7 million, compared with $174.9 million in 2000. While the sales volume
measured in pounds increased by 4% in 2001, a 6% decrease in average selling
price in 2001 resulted in a 2% decrease in our Plastic Films segment sales from
the 2000 levels. Molded Products sales increased 2% from the 2000 levels.

Gross Profit

Gross profit, as a percentage of net sales, increased to 16% in 2001,
compared with 15% in 2000. Our Plastic Films segments gross profit was 15% in
2001, compared with 14% in 2000. The increase was primarily due to increases in
sales volumes and improvements in our gross profit percentage as a result of
the decline in average selling prices. In our Molded Products segment, gross
profit decreased to 16% in 2001, compared with 18% in 2000. This decrease was
primarily due to increases in manufacturing costs not being fully offset by
price increases and a change in product mix adversely impacting gross profit.

Selling, General and Administrative Expense

Our SG&A expense increased to $26.1 million in 2001, compared with $24.1
million in 2000, an 8% increase. This increase was primarily the result of
higher bonuses paid on the increased sales volumes (measured in pounds) in the
Plastic Films segment and increased health insurance costs.

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Net Interest Expense and Income Taxes

Net interest expense decreased to $9.4 million in 2001, compared with
$10.2 million in 2000, an 8% decrease. This decrease in interest expense is
attributable to lower average interest rates incurred on borrowings as a result
of the prepayment of $25.5 million of our 11% Senior Notes, the decreasing
variable interest rates caused by the decrease in LIBOR during 2001 and the
$9.7 million reduction in total debt we realized.

Our 2001 and 2000 effective income tax rate was 79% and 83%, respectively,
and differed from the applicable statutory rate primarily due to nondeductible
goodwill amortization and the effect of state income taxes.

Extraordinary Gain

During 2001, we repurchased at a discount approximately $25.5 million of
our 11% Senior Notes in the open market, which resulted in an extraordinary
gain of $421,000, net of income taxes. The gain related to the discount
received for the repurchased Notes, offset by the write-off of unamortized loan
origination costs related to such Notes.

Income

As a result of the factors described above, operating income decreased to
$10.9 million, or 4% of net sales, in 2001, compared with $11.4 million, or 5%
of net sales, in 2000. Income before extraordinary items and net income were
as follows:

|                                  |                            |              |      |              |      |  |   |      | 
|--------------------------------- | -------------------------- | ------------ | ---- | ------------ | ---- |  | - | ---- | 
|                                  |                            |              | 2001 |              | 2000
|                                  |                            |              |      |              |     
|Income before extraordinary items |                            | $0.3 million |      | $0.2 million
|                                  | Basic earnings per share   |              | $    | 0.04         |      |  | $ | 0.03 | 
|                                  | Diluted earnings per share |              | $    | 0.04         |      |  | $ | 0.03 | 
|Net income                        |                            | $0.7 million |      | $0.2 million
|                                  | Basic earnings per share   |              | $    | 0.10         |      |  | $ | 0.03 | 
|                                  | Diluted earnings per share |              | $    | 0.10         |      |  | $ | 0.03 | 

LIQUIDITY AND CAPITAL RESOURCES

Our working capital, defined as current assets less current liabilities,
at December 31, 2002 totaled $29.2 million (including cash and cash equivalents
of $1.2 million), compared to $7.3 million (including cash and cash equivalents
of $0.9 million) at December 31, 2001. At December 31, 2002, borrowings on our
$110 million senior credit facility were $88.3 million, with aggregate
borrowing availability of up to $106.4 million. Unused availability, net of
outstanding letters of credit of approximately $1.5 million, totaled $16.5
million. As of February 28, 2003, borrowings on our $110 million senior credit
facility were $93.5 million, with aggregate borrowing availability of up to
$107.4 million. Unused availability, net of outstanding letters of credit of
approximately $1.5 million, totaled $12.2 million. Our 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. We presently do not have any material commitments for future
capital expenditures and expect to meet our short and long-term liquidity needs
with cash on hand, funds generated from operations, and funds available under
our senior credit facility. See Item 1, Business-Factors That May Affect
Future Results  Leverage.

Cash Flows from Operating Activities

Net cash provided by operating activities was approximately $14.3 million
in 2002, compared with $15.2 million in 2001. The difference between our net
income in 2002 of $2.4 million and our $14.3 million operating cash flow was
primarily attributable to approximately $11.7 million of depreciation and
amortization, a $3.2 million decrease in accounts receivable, a $2.8 million
increase in accounts payable and accrued expenses, partially offset by an
approximately $5.4 million increase in inventories and $0.8 million in deferred
income taxes.

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Cash Flows from Investing Activities

Net cash used in investing activities in 2002 totaled $9.8 million,
compared with $7.9 million in 2001. The cash used in investing activities in
2002 includes approximately $9.5 million in capital expenditures, $1.9 million
related to the purchase of Rio Grande, partially offset by proceeds from asset
dispositions of $1.6 million.

Cash Flows from Financing Activities

Net cash used in financing activities was $4.3 million in 2002, compared
with $8.8 million in 2001. The cash used in financing activities in 2002
reflects the $49.3 million retirement of our Senior Notes, repayment of $21.5
million under the revolver which was extinguished on December 30, 2002, $17.5
million in repayments of other long-term debt, $4.4 million of refinancing
costs associated with the senior credit facility, primarily offset by
borrowings under our senior credit facility of $88.3 million.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. Note 1 to our consolidated financial statements describes
the significant accounting policies and methods used in the preparation of
these financial statements. The preparation of these financial statements also
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. On an on-going basis, our management
evaluates these estimates, including those related to revenue recognition,
intangible assets, bad debts and contingencies. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ materially
from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect the more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

Revenue recognition and accounts receivable:We recognize revenue upon shipment
of our products to customers, giving consideration to product shipping terms.
Receivables are currently due from customers based on negotiated payment terms.
The allowance for doubtful accounts is recorded based on specific review and
analysis of customer account balances. The allowance for sales returns is
recorded based on managements estimate of product returns, primarily based on
historical trends. We perform ongoing credit assessments of our customers and
adjust credit limits based upon payment history, the customers current credit
worthiness and any other relevant customer specific credit information. While
historical credit losses have been within our expectations and the provisions
established, it is possible that future credit losses could be higher or lower
in the future.

Inventories:Inventories are stated at the lower of cost (first-in, first-out)
or market. Cost includes materials, labor and overhead. Market, with respect to
all inventories, is replacement cost or net realizable value. Management
frequently reviews inventory to determine the necessity of reserves for excess,
obsolete or unsaleable inventory. These reviews require management to assess
customer and market demand. These estimates may prove to be inaccurate, in
which case we may have overstated or understated the reserve required for
excess, obsolete or unsaleable inventory.

Goodwill:In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141, Business Combinations
(SFAS 141), and SFAS No. 142, Goodwill and Other Intangible Assets (SFAS
142). SFAS 141 prospectively prohibits the pooling of interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 142
requires companies to cease amortizing goodwill that existed at December 31,
2001 and establishes a new method for testing goodwill for impairment on an
annual basis, or an interim basis if an event occurs that might reduce the fair
value of a reporting unit below its carrying value. Any goodwill resulting from
acquisitions completed after June 30, 2001 will not be amortized. SFAS 142 also
requires that an identifiable intangible asset which is determined to have an
indefinite useful economic life not be amortized, but be separately tested for
impairment using a fair value based approach. We adopted SFAS 142 effective
January 1, 2002 resulting in a decrease in amortization expense of
approximately $1.8 million during the year ended December 31, 2002, as compared
to the year ended December 31, 2001.

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We review goodwill for impairment on an annual basis or on an interim
basis if an event occurs that might reduce the fair value of the goodwill below
its carrying value. An impairment loss would be recognized based on the
difference between the carrying value of the asset and its estimated fair
value, which would be determined based on either discounted future cash flows
or other appropriate fair value methods.

Specifically, we have net goodwill, which represents the purchase price
over the fair value of identifiable assets and liabilities of acquired
businesses, of $47.2 million. Accumulated amortization aggregated $22.5 million
at December 31, 2002 and 2001. Based upon our analysis, we have determined
there has been no impairment to goodwill as of December 31, 2002 in accordance
with SFAS 142.

Although we currently believe that the estimates used in the evaluation of
goodwill are reasonable, differences between actual and expected revenue,
operating results, and cash flow could cause these assets to be deemed
impaired. If this were to occur, we would be required to charge to earnings the
write-down in value of such assets, which could have a material adverse effect
on our results of operations and financial position.

Self Insurance: We are self-insured for the majority of our group health
insurance costs, subject to specific retention levels. The reserve for health
insurance claims incurred but not paid is based on historical claims lags. In
addition, we are self-insured for the majority of our workers compensation
costs. We establish reserves for workers compensation claims utilizing
insurance industry loss development factors as well as specific estimates of
settlement costs for individual claims. While we believe that our assumptions
our appropriate, significant differences in our actual experience or
significant changes in our assumptions may have a material affect on our group
health insurance and workers compensation costs.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, Business Combinations
(SFAS 141), and SFAS No. 142, Goodwill and Other Intangible Assets (SFAS
142). SFAS 141 prospectively prohibits the pooling of interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 142
requires companies to cease amortizing goodwill that existed at December 31,
2001 and establishes a new method for testing goodwill for impairment on an
annual basis, or an interim basis if an event occurs that might reduce the fair
value of a reporting unit below its carrying value. Any goodwill resulting from
acquisitions completed after June 30, 2001 will not be amortized. SFAS 142 also
requires that an identifiable intangible asset which is determined to have an
indefinite useful economic life not be amortized, but be separately tested for
impairment using a fair value based approach. We adopted SFAS 142 effective
January 1, 2002 resulting in a decrease in our amortization expense of
approximately $1.8 million during the year ended December 31, 2002, as compared
to the year ended December 31, 2001.

In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, Accounting for Asset Retirement Obligations (SFAS 144).
This statement addresses financial accounting and reporting for the impairment
or disposal of long-lived assets and supercedes Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of (SFAS 121). SFAS 144 is
effective for fiscal years beginning after December 15, 2001. We adopted SFAS
144 as of January 1, 2002 and it did not have a material impact on our
consolidated financial statements.

In April 2002, the FASB issued Statement of Financial Accounting Standards
No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13 and Technical Corrections (SFAS 145). SFAS 145 rescinds
SFAS. 4, Reporting Gains and Losses from Extinguishment of Debt, and an
amendment of SFAS 4, SFAS 64, Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements. SFAS 145 also rescinds SFAS 44, Accounting for
Intangible Assets of Motor Carriers and amends SFAS 13, Accounting for
Leases, to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. SFAS 145 also amends other existing authoritative pronouncements
to make various technical corrections, clarify meanings, or describe their
applicability under changed conditions. SFAS 145 is effective for fiscal years
beginning after May 15, 2002. Any gain or loss on extinguishment of debt that
was classified as an extraordinary item in prior periods presented that does
not meet the criteria in Opinion 30 for classification as an extraordinary item
shall be reclassified. The provisions of SFAS 145 related to SFAS 13 shall be
effective

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for transactions occurring after May 15, 2002. All other provisions of SFAS 145
shall be effective for financial statements issued on or after May 15, 2002. We
adopted SFAS 145 as of January 1, 2003, and do not expect the pronouncement to
have a material impact on our consolidated financial statements.

In June 2002, the FASB issued Statement of Financial Accounting Standards
No. 146, Accounting for the Cost Associated with Exit or Disposal Activities
(SFAS 146). This statement applies to all exit or disposal activities
initiated after December 31, 2002 and requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. We will adopt
this accounting standard for all exit or disposal activities initiated after
December 31, 2002.

In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, Accounting for Stock-Based Compensation-Transition and
Disclosure (SFAS 148), amending Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation (SFAS 123), to provide
alternative methods of transition to the fair value method of accounting for
stock-based employee compensation. The three methods provided in SFAS 148
include (1) the prospective method which is the method currently provided for
in SFAS 123, (2) the retroactive method which would allow companies to restate
all periods presented and (3) the modified prospective method which would allow
companies to present the recognition provisions to all outstanding stock-based
employee compensation instruments as of the beginning of the fiscal year of
adoption. In addition, SFAS 148 amends the disclosure provisions of SFAS 123 to
require disclosure in the summary of significant accounting policies of the
effects of an entitys accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and
interim financial statements. SFAS 148 does not amend SFAS 123 to require
companies to account for their employee stock-based awards using the fair value
method. However, the disclosure provisions are required for all companies with
stock-based employee compensation, regardless of whether they utilize the fair
value method of accounting described in SFAS 123 or the intrinsic value method
described in APB Opinion No. 25, Accounting for Stock Issued to Employees.
We believe we will continue to account for our stock-based compensation awards
to employees and directors under the accounting prescribed by Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and
related interpretations; however, we have adopted the disclosure provisions of
SFAS 148 in the current year.




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks that may impact our financial condition and
financial results due to changing interest rates and foreign exchange rates. We
do not participate in any significant hedging activities, nor do we currently
utilize any significant derivative financial instruments. The following
discussion provides additional information regarding our market risks.

Interest Rate Risk: We have entered into variable-rate debt that, at
December 31, 2002, had an outstanding balance of $88.3 million. As of December
31, 2001, we had $38.8 of outstanding variable-rate debt. Based on our
variable-rate obligations outstanding at December 31, 2002, and December 31,
2001, each 25 basis point increase or decrease in the level of interest rates
would, respectively, increase or decrease our annual interest expense and
related cash payments by approximately $0.2 million, and $0.1 million,
respectively. Such potential increases or decreases are based on certain
simplifying assumptions, including a constant level of variable-rate debt for
all maturities and an immediate, across-the-board increase or decrease in the
level of interest rates with no other subsequent changes for the remainder of
the period. In prior filings, we used a tabular format to disclose our interest
rate market risk. We changed to a sensitivity analysis at December 31, 2002 as
it better quantifies the risk inherent in interest rate markets.

Foreign Exchange Rate Risk: We have a Canadian dollar bank account and
therefore are exposed to foreign exchange currency market risk. We have
determined this risk to be immaterial at both December 31, 2002 and December
31, 2001 due to the small balance in that account.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                      |  |      |    | 
|----------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                      |  | Page
|                                                                                                      |  |     
|Managements Responsibility for Financial Reporting                                                   |  |      | 21 | 
|Report of Independent Auditors                                                                        |  |      | 22 | 
|Consolidated Statements of Income For the Years Ended December 31, 2002, 2001, and 2000               |  |      | 23 | 
|Consolidated Balance Sheets as of December 31, 2002 and 2001                                          |  |      | 24 | 
|Consolidated Statements of Shareholders Equity For the Years Ended December 31, 2002, 2001, and 2000 |  |      | 25 | 
|Consolidated Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000           |  |      | 26 | 
|Notes to Consolidated Financial Statements                                                            |  |      | 27 | 

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MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING

The Companys management is responsible for the preparation of the
accompanying consolidated financial statements in accordance with accounting
principles generally accepted in the United States and for the integrity of all
the financial data included in this Form 10-K. In preparing the consolidated
financial statements, management makes informed judgments and estimates of the
expected effects of events and transactions that are currently being reported.

Management maintains a system of internal accounting controls that is
designed to provide reasonable assurance that assets are safeguarded and that
transactions are executed and recorded in accordance with managements policies
for conducting its business. This system includes policies that require
adherence to ethical business standards and compliance with all laws to which
the Company is subject. The internal control process is continuously monitored
by direct management review.

The Board of Directors, through its Audit Committee, is responsible for
determining that management fulfills its responsibility with respect to the
Companys consolidated financial statements and the system of internal
accounting controls.

The Audit Committee, comprised solely of directors who (1) all have
significant accounting or financial expertise, and (2) are not officers or
employees of the Company, meets periodically with representatives of management
and the Companys independent auditors to review and monitor the financial,
accounting, and auditing procedures of the Company in addition to reviewing the
Companys financial reports. The Companys independent auditors have full and
free access to the Audit Committee.

|                                                          |  |  |     |                                                                              
|--------------------------------------------------------- |  |  | --- | -----------------------------------------------------------------------------
|/s/ Anthony F. Bova
President and Chief
Executive Officer |  |  | /s/ | Paul G. Saari 
Senior Vice President of Finance and
  Chief Financial Officer

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REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders of Atlantis Plastics, Inc.

We have audited the accompanying consolidated balance sheets of Atlantis
Plastics, Inc. as of December 31, 2002 and 2001, and the related consolidated
statements of income, changes in shareholders equity, and cash
flows for each of the
three years in the period ended December 31, 2002. Our audits included the
financial statement schedule listed in the Index at Item 15(a). These
financial statements and schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Atlantis Plastics, Inc. at December 31, 2002 and 2001, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, in 2002, the
Company ceased amortization of goodwill in accordance with Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

| |  |                      
| |  | ---------------------
| |  | /s/ Ernst & Young LLP

Atlanta, Georgia
February 20, 2003

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Consolidated Statements of Income

|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |     |       | 
|--------------------------------------------------------------------------------------- | ---------- | ---------------------------------------- | ------- | ------------------------ | ----- | ---- | ------- | --- | ----- | - | ------- | --- | ----- | 
|                                                                                        |            |                                          |         | Years Ended December 31,
|(in thousands, except per share amounts)                                                |            | 2002                                     |         | 2001                     |       | 2000
|                                                                                        |            |                                          |         |                          |       |     
|Net sales                                                                               |            | $                                        | 248,586 |                          |       | $    | 247,814 |     |       | $ | 250,265 |    
|Cost of goods sold                                                                      |            |                                          | 208,689 |                          |       |      | 209,066 |     |       |   | 213,165 |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Gross profit                                                                            |            |                                          | 39,897  |                          |       |      | 38,748  |     |       |   | 37,100  |    
|Selling, general and administrative expenses                                            |            |                                          | 28,456  |                          |       |      | 26,101  |     |       |   | 24,141  |    
|Goodwill amortization                                                                   |            |                                          |        |                          |       |      | 1,778   |     |       |   | 1,594   |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Operating income                                                                        |            |                                          | 11,441  |                          |       |      | 10,869  |     |       |   | 11,365  |    
|Interest expense, net of interest income of $132 in 2002,
$252 in 2001 and $312 in 2000 |            |                                          | 7,607   |                          |       |      | 9,410   |     |       |   | 10,224  |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|                                                                                        |            | Income before provision for income taxes |         |                          | 3,834 |      |         |     | 1,459 |   |         |     | 1,141 | 
|Provision for income taxes                                                              |            |                                          | 1,456   |                          |       |      | 1,157   |     |       |   | 949     |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Income before extraordinary item                                                        |            |                                          | 2,378   |                          |       |      | 302     |     |       |   | 192     |    
|Extraordinary income on early extinguishment of debt,
net of income taxes of $218       |            |                                          |        |                          |       |      | 421     |     |       |   |        |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|                                                                                        | Net income |                                          | $       | 2,378                    |       |      | $       | 723 |       |   | $       | 192 |      
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Earnings per share  Basic                                                              |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Income before extraordinary item                                                        |            | $                                        | 0.31    |                          |       | $    | 0.04    |     |       | $ | 0.03    |    
|Extraordinary gain on early extinguishment of debt,
net of income taxes                 |            |                                          |        |                          |       |      | 0.06    |     |       |   |        |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Net income                                                                              |            | $                                        | 0.31    |                          |       | $    | 0.10    |     |       | $ | 0.03    |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Weighted average number of shares used in
computing basic earnings per share            |            |                                          | 7,569   |                          |       |      | 7,532   |     |       |   | 7,520   |    
|Earnings per share  Diluted                                                            |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Income before extraordinary item                                                        |            | $                                        | 0.31    |                          |       | $    | 0.04    |     |       | $ | 0.03    |    
|Extraordinary gain on early extinguishment of debt,
net of income taxes                 |            |                                          |        |                          |       |      | 0.06    |     |       |   |        |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Net income                                                                              |            | $                                        | 0.31    |                          |       | $    | 0.10    |     |       | $ | 0.03    |    
|                                                                                        |            |                                          |         |                          |       |      |         |     |       |   |         |    
|Weighted average number of shares used in
computing diluted earnings per share          |            |                                          | 7,578   |                          |       |      | 7,535   |     |       |   | 7,619   |    

See accompanying notes.

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Consolidated Balance Sheets

|                                                           |                                                                                                                                             |      |                          |         |   |   |        |         |  
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------ | ------- | - | - | ------ | ------- | -
|                                                           |                                                                                                                                             |      | Years Ended December 31,
|(in thousands, except share and per share amounts)         |                                                                                                                                             | 2002 |                          | 2001   
|                                                           |                                                                                                                                             |      |                          |        
|Assets                                                     |                                                                                                                                             |      |                          |         |   |   |        |        
|Cash and cash equivalents                                  |                                                                                                                                             | $    | 1,225                    |         |   | $ | 937    |        
|Accounts receivable (net of allowances of $915 and $1,072) |                                                                                                                                             |      | 26,733                   |         |   |   | 28,925 |        
|Inventories                                                |                                                                                                                                             |      | 21,958                   |         |   |   | 16,112 |        
|Other current assets                                       |                                                                                                                                             |      | 6,155                    |         |   |   | 5,710  |        
|Deferred income tax assets                                 |                                                                                                                                             |      | 3,421                    |         |   |   | 2,437  |        
|                                                           |                                                                                                                                             |      |                          |         |   |   |        |        
|                                                           | Total current assets                                                                                                                        |      |                          | 59,492  |   |   |        | 54,121  |  
|Property and equipment, net                                |                                                                                                                                             |      | 65,140                   |         |   |   | 69,067 |        
|Goodwill, net of accumulated amortization                  |                                                                                                                                             |      | 47,479                   |         |   |   | 46,402 |        
|Other assets                                               |                                                                                                                                             |      | 4,144                    |         |   |   | 13     |        
|                                                           |                                                                                                                                             |      |                          |         |   |   |        |        
|                                                           | Total assets                                                                                                                                |      | $                        | 176,255 |   |   | $      | 169,603 |  
|                                                           |                                                                                                                                             |      |                          |         |   |   |        |        
|Liabilities and shareholders equity                       |                                                                                                                                             |      |                          |         |   |   |        |        
|Accounts payable and accrued expenses                      |                                                                                                                                             | $    | 26,076                   |         |   | $ | 21,589 |        
|Current maturities of long-term debt                       |                                                                                                                                             |      | 4,013                    |         |   |   | 25,188 |        
|Other current liabilities                                  |                                                                                                                                             |      | 203                      |         |   |   |       |        
|                                                           |                                                                                                                                             |      |                          |         |   |   |        |        
|                                                           | Total current liabilities                                                                                                                   |      |                          | 30,292  |   |   |        | 46,777  |  
|Long-term debt                                             |                                                                                                                                             |      | 84,891                   |         |   |   | 63,702 |        
|Deferred income tax liabilities                            |                                                                                                                                             |      | 11,544                   |         |   |   | 12,049 |        
|Other liabilities                                          |                                                                                                                                             |      |                         |         |   |   | 12     |        
|                                                           |                                                                                                                                             |      |                          |         |   |   |        |        
|                                                           | Total liabilities                                                                                                                           |      |                          | 126,727 |   |   |        | 122,540 |  
|Commitments and contingencies                              |                                                                                                                                             |      |                         |         |   |   |       |        
|Shareholders equity                                       |                                                                                                                                             |      |                          |         |   |   |        |        
|                                                           | Class A Common Stock; $0.10 par value; 20,000,000 shares authorized,
5,121,752 and 4,961,662 shares issued and outstanding in 2002 and 2001 |      |                          | 512     |   |   |        | 496     |  
|                                                           | Class B Common Stock; $0.10 par value; 7,000,000 shares authorized,
2,456,981 and 2,570,191 shares issued and outstanding in 2002 and 2001  |      |                          | 246     |   |   |        | 257     |  
|                                                           | Additional paid-in capital                                                                                                                  |      |                          | 10,852  |   |   |        | 10,677  |  
|                                                           | Notes receivable from sale of common stock                                                                                                  |      |                          | (1,682  | ) |   |        | (1,589  | )
|                                                           | Retained earnings                                                                                                                           |      |                          | 39,600  |   |   |        | 37,222  |  
|                                                           |                                                                                                                                             |      |                          |         |   |   |        |        
|                                                           | Total shareholders equity                                                                                                                  |      |                          | 49,528  |   |   |        | 47,063  |  
|                                                           |                                                                                                                                             |      |                          |         |   |   |        |        
|                                                           | Total liabilities and shareholders equity                                                                                                  |      | $                        | 176,255 |   |   | $      | 169,603 |  
|                                                           |                                                                                                                                             |      |                          |         |   |   |        |        

See accompanying notes.

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Consolidated Statements of Shareholders Equity

|                                                 |  |         |     |         |  |            |     |            |  |          |        |          |  |          |        |   |  |        |        |   |  |   |      |       |  |   |        |  
|------------------------------------------------ |  | ------- | --- | ------- |  | ---------- | --- | ---------- |  | -------- | ------ | -------- |  | -------- | ------ | - |  | ------ | ------ | - |  | - | ---- | ----- |  | - | ------ | -
|                                                 |  |         |     |         |  |            |     |            |  |          |        |          |  | Notes    |        |   |  |        |        |   |  |   |      | Total
|                                                 |  | Class A |     | Class B |  | Additional |     | Received   |  |          |        |          |  |          |        |   |  | Share-
|                                                 |  | Common  |     | Common  |  | Paid-In    |     | for Common |  | Retained |        | Treasury |  | holders
|( in thousands)                                  |  | Stock   |     | Stock   |  | Capital    |     | Stock      |  | Earnings |        | Stock    |  | Equity  
|                                                 |  |         |     |         |  |            |     |            |  |          |        |          |  |         
|Balance at January 1, 2000                       |  | $       | 475 |         |  | $          | 268 |            |  | $        | 10,046 |          |  | $        | (1,410 | ) |  | $      | 36,635 |   |  | $ |     |       |  | $ | 46,014 |  
|Net income                                       |  |         |    |         |  |            |    |            |  |          |       |          |  |          |       |   |  |        | 192    |   |  |   |     |       |  |   | 192    |  
|Exercise of stock options including
tax benefits |  |         | 15  |         |  |            |    |            |  |          | 695    |          |  |          |       |   |  |        |       |   |  |   |     |       |  |   | 710    |  
|Purchases of Class A Common Stock                |  |         |    |         |  |            |    |            |  |          |       |          |  |          |       |   |  |        |       |   |  |   | (388 | )     |  |   | (388   | )
|Cancellation of Class A Common Stock             |  |         | (4  | )       |  |            |    |            |  |          | (62    | )        |  |          |       |   |  |        | (322   | ) |  |   | 388  |       |  |   |       |  
|Notes received for sale of Common
Stock          |  |         |    |         |  |            |    |            |  |          |       |          |  |          | (215   | ) |  |        |       |   |  |   |     |       |  |   | (215   | )
|                                                 |  |         |     |         |  |            |     |            |  |          |        |          |  |          |        |   |  |        |        |   |  |   |      |       |  |   |        |  
|Balance at December 31, 2000                     |  |         | 486 |         |  |            | 268 |            |  |          | 10,679 |          |  |          | (1,625 | ) |  |        | 36,505 |   |  |   |     |       |  |   | 46,313 |  
|Net income                                       |  |         |    |         |  |            |    |            |  |          |       |          |  |          |       |   |  |        | 723    |   |  |   |     |       |  |   | 723    |  
|Purchases of Class A Common Stock                |  |         |    |         |  |            |    |            |  |          |       |          |  |          |       |   |  |        |       |   |  |   | (9   | )     |  |   | (9     | )
|Cancellation of Class A Common Stock             |  |         | (1  | )       |  |            |    |            |  |          | (2     | )        |  |          |       |   |  |        | (6     | ) |  |   | 9    |       |  |   |       |  
|Conversion of Class B to Class A
Common Stock    |  |         | 11  |         |  |            | (11 | )          |  |          |       |          |  |          |       |   |  |        |       |   |  |   |     |       |  |   |       |  
|Notes received for sale of Common
Stock          |  |         |    |         |  |            |    |            |  |          |       |          |  |          | 36     |   |  |        |       |   |  |   |     |       |  |   | 36     |  
|                                                 |  |         |     |         |  |            |     |            |  |          |        |          |  |          |        |   |  |        |        |   |  |   |      |       |  |   |        |  
|Balance at December 31, 2001                     |  |         | 496 |         |  |            | 257 |            |  |          | 10,677 |          |  |          | (1,589 | ) |  |        | 37,222 |   |  |   |     |       |  |   | 47,063 |  
|Net income                                       |  |         |    |         |  |            |    |            |  |          |       |          |  |          |       |   |  |        | 2,378  |   |  |   |     |       |  |   | 2,378  |  
|Exercise of stock options including
tax benefits |  |         | 5   |         |  |            |    |            |  |          | 175    |          |  |          |       |   |  |        |       |   |  |   |     |       |  |   | 180    |  
|Conversion of Class B to Class A
Common Stock    |  |         | 11  |         |  |            | (11 | )          |  |          |       |          |  |          |       |   |  |        |       |   |  |   |     |       |  |   |       |  
|Notes received for sale of Common
Stock          |  |         |    |         |  |            |    |            |  |          |       |          |  |          | (93    | ) |  |        |       |   |  |   |     |       |  |   | (93    | )
|                                                 |  |         |     |         |  |            |     |            |  |          |        |          |  |          |        |   |  |        |        |   |  |   |      |       |  |   |        |  
|Balance at December 31, 2002                     |  | $       | 512 |         |  | $          | 246 |            |  | $        | 10,852 |          |  | $        | (1,682 | ) |  | $      | 39,600 |   |  | $ |     |       |  | $ | 49,528 |  
|                                                 |  |         |     |         |  |            |     |            |  |          |        |          |  |          |        |   |  |        |        |   |  |   |      |       |  |   |        |  

See accompanying notes.

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Consolidated Statements of Cash Flows

|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |       |        |   |         |  
|------------------------------------------------------------------------------ | ---------------------------- | ------------------------------------- | ------- | ----------------------------------------------- | ------ | ------------------------ | ------- | ----- | ------ | - | ------- | ----- | ------ | - | ------- | -
|                                                                               |                              |                                       |         |                                                 |        | Years Ended December 31,
|(dollars in thousands)                                                         |                              | 2002                                  |         | 2001                                            |        | 2000                    
|                                                                               |                              |                                       |         |                                                 |        |                         
|Operating Activities:                                                          |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Net income                                                                     |                              | $                                     | 2,378   |                                                 |        | $                        | 723     |       |        | $ | 192     |      
|Adjustments to reconcile net income to cash provided by operating activities:  |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Depreciation                                                                   |                              |                                       | 11,678  |                                                 |        |                          | 10,519  |       |        |   | 9,334   |      
|Amortization of goodwill                                                       |                              |                                       |        |                                                 |        |                          | 1,778   |       |        |   | 1,594   |      
|Loan fee and other amortization                                                |                              |                                       | 220     |                                                 |        |                          | 303     |       |        |   | 522     |      
|Interest receivable from shareholder loans                                     |                              |                                       | (75     | )                                               |        |                          | (104    | )     |        |   | (140    | )    
|Gain on early extinguishment of debt                                           |                              |                                       |        |                                                 |        |                          | (421    | )     |        |   |        |      
|Loss on disposal of assets                                                     |                              |                                       | 153     |                                                 |        |                          | 66      |       |        |   | 122     |      
|Deferred income taxes                                                          |                              |                                       | (824    | )                                               |        |                          | 449     |       |        |   | 1,097   |      
|Change in operating assets and liabilities, net of acquisitions of businesses: |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|                                                                               |                              | Accounts receivable                   |         |                                                 | 3,197  |                          |         |       | (3,698 | ) |         |       | 6,145  |  
|                                                                               |                              | Inventories                           |         |                                                 | (5,406 | )                        |         |       | 2,234  |   |         |       | (476   | )
|                                                                               |                              | Other current assets                  |         |                                                 | (82    | )                        |         |       | 1,197  |   |         |       | (1,664 | )
|                                                                               |                              | Accounts payable and accrued expenses |         |                                                 | 2,838  |                          |         |       | 2,042  |   |         |       | (3,242 | )
|                                                                               |                              | Other liabilities                     |         |                                                 | 251    |                          |         |       | 70     |   |         |       | (41    | )
|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|                                                                               |                              |                                       |         | Cash provided by operating activities           |        |                          | 14,328  |       |        |   | 15,158  |       |        |   | 13,443  |  
|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Investing Activities:                                                          |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Capital expenditures                                                           |                              |                                       | (9,546  | )                                               |        |                          | (7,818  | )     |        |   | (15,382 | )    
|Purchase of business                                                           |                              |                                       | (1,885  | )                                               |        |                          | (47     | )     |        |   | (4,864  | )    
|Proceeds from asset dispositions                                               |                              |                                       | 1,642   |                                                 |        |                          | 12      |       |        |   | 68      |      
|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|                                                                               |                              |                                       |         | Cash used in investing activities               |        |                          | (9,789  | )     |        |   | (7,853  | )     |        |   | (20,178 | )
|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Financing Activities:                                                          |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Borrowings under new senior credit facility                                    |                              |                                       | 88,300  |                                                 |        |                          |        |       |        |   |        |      
|Retirement of Senior Notes                                                     |                              |                                       | (49,325 | )                                               |        |                          | (25,500 | )     |        |   |        |      
|Borrowings (repayments) under old credit agreement                             |                              |                                       | (21,500 | )                                               |        |                          | 5,000   |       |        |   | 9,400   |      
|Borrowings (repayments) on long-term debt                                      |                              |                                       | (17,461 | )                                               |        |                          | 11,556  |       |        |   | (2,575  | )    
|Financing costs associated with new credit agreement                           |                              |                                       | (4,381  | )                                               |        |                          |        |       |        |   |        |      
|Payments on notes receivable from shareholders                                 |                              |                                       | 96      |                                                 |        |                          | 140     |       |        |   | 193     |      
|Purchases of common stock and options                                          |                              |                                       |        |                                                 |        |                          | (9      | )     |        |   | (388    | )    
|Proceeds from exercise of stock options                                        |                              |                                       | 20      |                                                 |        |                          |        |       |        |   | 262     |      
|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|                                                                               |                              |                                       |         | Cash (used in) provided by financing activities |        |                          | (4,251  | )     |        |   | (8,813  | )     |        |   | 6,892   |  
|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Increase (decrease) in cash and cash equivalents                               |                              |                                       | 288     |                                                 |        |                          | (1,508  | )     |        |   | 157     |      
|Cash and cash equivalents at beginning of year                                 |                              |                                       | 937     |                                                 |        |                          | 2,445   |       |        |   | 2,288   |      
|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Cash and cash equivalents at end of year                                       |                              | $                                     | 1,225   |                                                 |        | $                        | 937     |       |        | $ | 2,445   |      
|                                                                               |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Supplemental disclosure of cash flow information:                              |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|Cash paid during the year for:                                                 |                              |                                       |         |                                                 |        |                          |         |       |        |   |         |      
|                                                                               | Interest                     |                                       | $       | 7,364                                           |        |                          | $       | 9,203 |        |   | $       | 9,799 |       
|                                                                               | Income taxes, net of refunds |                                       | $       | 2,107                                           |        |                          | $       | (556  | )      |   | $       | 1,054 |       

See accompanying notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Business and Summary of Significant Accounting Policies

Atlantis Plastics, Inc. (Atlantis or the Company) through its wholly
owned subsidiaries 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, recreational vehicle and
building supply industries. The Companys operations are comprised of two
segments, Atlantis Plastic Films (Plastic Films) and Atlantis Molded Products
(Molded Products).

Plastic Films manufactures stretch films, which are multilayer plastic
films used principally to wrap pallets of materials for shipping or storage and
custom film products that include high-grade laminating films, embossed films
and specialty film products targeted primarily to industrial and packaging
markets.

Molded Products employs two principal technologies, serving a wide variety
of specific market segments: (i) injection molded thermoplastic parts that are
sold primarily to original equipment manufacturers and used in major household
appliances, power tools, agricultural and automotive products; and (ii) a
variety of extruded plastic parts for trim and functional applications (profile
extrusion) that are incorporated into a broad range of consumer and commercial
products such as recreational vehicles, residential doors and windows, office
furniture, building supplies and retail store fixtures.

The following is a summary of the Companys significant accounting
policies:

Basis of presentation:The consolidated financial statements include the
accounts of Atlantis and its subsidiaries. All material intercompany balances
and transactions have been eliminated.

Cash and cash equivalents:The Company classifies as cash and cash equivalents
all highly liquid investments that present insignificant risk of changes in
value and have maturities at the date of purchase of three months or less. The
Company maintains its cash in bank deposit accounts that, at times, may exceed
federally insured limits. The Company has not experienced any losses in such
accounts.

Revenue recognition and accounts receivable:The Company recognizes revenue
upon shipment of its products to customers, giving consideration to product
shipping terms. Receivables are currently due from customers based on
negotiated payment terms. The allowance for doubtful accounts is recorded based
on specific review and analysis of customer account balances. The allowance for
sales returns is recorded based on managements estimate of product returns,
primarily based on historical trends. The Company performs ongoing credit
assessments of its customers and adjusts credit limits based upon payment
history, the customers current credit worthiness and any other relevant
customer specific credit information. Historical credit losses have been within
our expectations and the provisions established.

Inventories:Inventories are stated at the lower of cost (first-in, first-out)
or market. Cost includes materials, labor and overhead. Market, with respect to
all inventories, is replacement cost or net realizable value. Management
frequently reviews inventory to determine the necessity of reserves for excess,
obsolete or unsaleable inventory.

Goodwill:In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141, Business Combinations
(SFAS 141), and Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 prospectively
prohibits the pooling of interests method of accounting for business
combinations initiated after December 31, 2001. SFAS 142 requires companies to
cease amortizing goodwill that existed at June 30, 2001 and establishes a new
method for testing goodwill for impairment on an annual basis, or an interim
basis if an event occurs that might reduce the fair value of a reporting unit
below its carrying value. Any goodwill resulting from acquisitions completed
after June 30, 2001 will not be amortized. SFAS 142 also requires that an
identifiable intangible asset which is determined to have an indefinite useful
economic life not be amortized, but be separately tested for impairment using a
fair value based approach. The Company adopted SFAS 142 effective January 1,
2002 resulting in a decrease in amortization expense of approximately $1.8
million during the year ended December 31, 2002 when compared to the year ended
December 31, 2001.

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At December 31, 2002, the Company had other intangibles in the form of
non-compete agreements of $0.3 million, net of accumulated amortization of $0.2
million.

The changes in the carrying amount of goodwill during fiscal year 2002 are
summarized as follows:

|                                  |  |         |      |          |  |       |      |  |  |   |      | 
|--------------------------------- |  | ------- | ---- | -------- |  | ----- | ---- |  |  | - | ---- | 
|                                  |  | Plastic |      | Molded   |  |       |      | 
|                                  |  | Films   |      | Products |  | Total
|                                  |  |         |      |          |  |      
|Balance as of December 31, 2001   |  | $       | 31.1 |          |  | $     | 15.0 |  |  | $ | 46.1 | 
|Goodwill acquired during the year |  |         |     |          |  |       | 1.1  |  |  |   | 1.1  | 
|                                  |  |         |      |          |  |       |      |  |  |   |      | 
|Balance as of December 31, 2002   |  | $       | 31.1 |          |  | $     | 16.1 |  |  | $ | 47.2 | 

Prior to the adoption of SFAS 142, $46.1 million of goodwill associated
with prior acquisitions was amortized. Had the Company accounted for goodwill
consistent with the provisions of SFAS 142 in prior periods, the Companys net
income would have been as follows:

|                                |                                 |   |                          |      |      |   |       |      |  |   |       |      | 
|------------------------------- | ------------------------------- | - | ------------------------ | ---- | ---- | - | ----- | ---- |  | - | ----- | ---- | 
|                                |                                 |   | Years ended December 31,
|                                |                                 |   |                         
|                                |                                 |   | 2002                     |      | 2001 |   | 2000 
|                                |                                 |   |                          |      |      |   |      
|Reported net income             |                                 | $ | 2,378                    |      |      | $ | 723   |      |  | $ | 192   |     
|Add back: goodwill amortization |                                 |   |                         |      |      |   | 1,778 |      |  |   | 1,594 |     
|                                |                                 |   |                          |      |      |   |       |      |  |   |       |     
|Adjusted net income             |                                 | $ | 2,378                    |      |      | $ | 2,501 |      |  | $ | 1,786 |     
|Basic earnings per share        |                                 |   |                          |      |      |   |       |      |  |   |       |     
|                                | Reported net income             |   | $                        | 0.31 |      |   | $     | 0.10 |  |   | $     | 0.03 | 
|                                | Add back: goodwill amortization |   |                          |     |      |   |       | 0.24 |  |   |       | 0.21 | 
|                                |                                 |   |                          |      |      |   |       |      |  |   |       |     
|                                | Adjusted net income             |   | $                        | 0.31 |      |   | $     | 0.34 |  |   | $     | 0.24 | 
|Diluted earnings per share      |                                 | $ | 0.31                     |      |      | $ | 0.10  |      |  | $ | 0.03  |     
|                                | Reported net income             |   |                          |      |      |   |       |      |  |   |       |      | 
|                                | Add back: goodwill amortization |   |                          |     |      |   |       | 0.24 |  |   |       | 0.21 | 
|                                |                                 |   |                          |      |      |   |       |      |  |   |       |     
|                                | Adjusted net income             |   | $                        | 0.31 |      |   | $     | 0.34 |  |   | $     | 0.24 | 

Basic earnings per share before extraordinary items in 2001 would have
been $0.28.

The Company reviews goodwill for impairment on an annual basis or on an
interim basis if an event occurs that might reduce the fair value of the
goodwill below its carrying value. An impairment loss would be recognized based
on the difference between the carrying value of the asset and its estimated
fair value, which would be determined based on either discounted future cash
flows or other appropriate fair value methods.

Specifically, the Company has goodwill in excess of the purchase price
over the fair value of identifiable assets and liabilities of acquired
businesses of $46.1 million. Accumulated amortization aggregated $22.5 million
at December 31, 2002 and 2001. Based upon its analysis, management has
determined there has been no impairment to goodwill as of December 31, 2002 in
accordance with SFAS 142.

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Self Insurance: We are self-insured for the majority of our group health
insurance costs, subject to specific retention levels. The reserve for health
insurance claims incurred but not paid is based on historical claims lags. In
addition, we are self-insured for the majority of our workers compensation
costs. We establish reserves for workers compensation claims utilizing
insurance industry loss development factors as well as specific estimates of
settlement costs for individual claims.

Property and equipment:Property and equipment are carried at cost less
accumulated depreciation. Depreciation has been computed, using both
straight-line and accelerated methods, based on the estimated useful lives of
the respective assets. Such useful lives generally fall within the following
ranges: buildings and improvements - 15 to 30 years; office furniture and
equipment - 5 to 10 years; manufacturing equipment - 5 to 11 years; vehicles -
 3 to 8 years; and computer hardware and software - 3 to 5 years.

Property and equipment are evaluated for impairment whenever events or
changes in circumstances indicate that the carrying amounts of such assets may
not be recoverable. Recoverability estimates are based on the projected future
cash flows expected to result from the use of the assets. An impairment loss is
measured as the amount by which the carrying amount of the assets exceeds the
fair value.

When assets are retired or otherwise disposed of, the costs and
accumulated depreciation are removed from the respective accounts and any
related gain or loss is recognized. Maintenance and repair costs are charged to
expense as incurred. Additions and improvements are capitalized when incurred.

Earnings per share:Earnings per share has been computed according to Statement
of Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128),
which requires disclosure of basic and diluted earnings per share. Basic
earnings per share excludes any dilutive effects of options, shares subject to
repurchase, warrants, and convertible securities. Diluted earnings per share
include the impact of potentially dilutive securities. See Note 10  Earnings
Per Share.

Stock-based compensation: The Company measures compensation expense for its
stock-based employee compensation plans using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees and related interpretations. Compensation expense is based
on the difference, if any, between the fair value of Atlantis common stock and
the exercise price of the option on the measurement date, which is typically
the date of grant. In accordance with Statement of Financial Accounting
Standards No. 123 Accounting for Stock-Based Compensation, (SFAS 123), as
amended by Statement of Financial Accounting Standards No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, (SFAS 148), the
Company has provided the pro forma disclosures of the effect on net income and
earnings per share as if the Company had accounted for its employee stock
options granted under the fair value method of SFAS 123 and had been applied in
measuring compensation expense for all periods presented.

The fair value of the options granted was estimated at the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for 2002, 2001, and 2000, respectively:
dividend yield of 0% for all years; volatility of 54%, 51% and 40%; risk-free
interest rates of 3.34%, 4.33% and 5.60%, and an expected life of six years for
all grants.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of options that have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions, including the expected stock price volatility.
Because the Companys employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
managements opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

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For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options vesting period. The Companys
pro forma information follows (in thousands, except per share data):

|                                      |             |                                                                                                                                     |       |       |     |      |     |      |     |   |    |      |     | 
|------------------------------------- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------- | ----- | ----- | --- | ---- | --- | ---- | --- | - | -- | ---- | --- | 
|(in thousands, except per share data) |             | 2002                                                                                                                                |       | 2001  |     | 2000
|                                      |             |                                                                                                                                     |       |       |     |     
|Net income:                           |             |                                                                                                                                     |       |       |     |      |     |      |     |   |    |     
|                                      | As reported |                                                                                                                                     | $     | 2,378 |     |      | $   | 723  |     |   | $  | 192  |    
|                                      | Add:        |                                                                                                                                     |       |       |     |      |     |      |     |   |    |      |    
|                                      |             | Stock-based employee compensation
expense included in reported net
income, net of related tax effects                               |       |       |    |      |     |      |    |   |    |      |    | 
|                                      | Less:       |                                                                                                                                     |       |       |     |      |     |      |     |   |    |      |    
|                                      |             | Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects |       |       | 167 |      |     |      | 147 |   |    |      | 109 | 
|                                      |             |                                                                                                                                     |       |       |     |      |     |      |     |   |    |     
|Pro forma                             |             | $                                                                                                                                   | 2,211 |       |     | $    | 576 |      |     | $ | 83 |     
|Basic net income per share:           |             |                                                                                                                                     |       |       |     |      |     |      |     |   |    |     
|                                      | As reported |                                                                                                                                     | $     | 0.31  |     |      | $   | 0.10 |     |   | $  | 0.03 |    
|                                      | Pro forma   |                                                                                                                                     | $     | 0.29  |     |      | $   | 0.08 |     |   | $  | 0.01 |    
|Diluted net income per share:         |             |                                                                                                                                     |       |       |     |      |     |      |     |   |    |     
|                                      | As reported |                                                                                                                                     | $     | 0.31  |     |      | $   | 0.10 |     |   | $  | 0.03 |    
|                                      | Pro forma   |                                                                                                                                     | $     | 0.29  |     |      | $   | 0.08 |     |   | $  | 0.01 |    

Shipping and handling costs:The Company records costs incurred for shipping
and handling in cost of sales.

Amortization:Loan acquisition costs and related legal fees are amortized over
the respective terms of the related debt utilizing either: (i) the effective
interest method, or (ii) the straight line method when the results do not
materially differ from the effective interest method.

Income taxes:The Company and its subsidiaries file a consolidated federal
income tax return. The Company provides for income taxes in accordance with the
liability method, which requires the recognition of deferred income tax assets
and liabilities associated with the expected future tax consequences of events
that have been included in the financial statements. Under this method,
deferred income tax assets and liabilities are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

Use of estimates:The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect: (i) the
reported amounts of assets and liabilities; (ii) disclosure of contingent
assets and liabilities at the dates of the consolidated financial statements;
and (iii) reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.

Reclassifications:Certain amounts included in prior period financial
statements have been reclassified to conform with the current year
presentation.

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Financial instruments:The fair value of current assets and current
liabilities, including cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximates their carrying values due to the
short maturity of the instruments. The fair value of the Companys total
indebtedness was $88.9 million and $88.8 million at December 31, 2002 and 2001,
respectively.

The Companys financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and accounts
receivable. The Company places its cash and cash equivalents with high quality
institutions. The Companys three largest trade receivable balances as of
December 31, 2002 represented 32% of the Companys net accounts receivable,
compared with 36% as of December 31, 2001. At December 31, 2002, Whirlpool
Corporation accounts receivable balance was approximately $5.8 million, or 22%
of the Companys total net trade accounts receivable balance. At December 31,
2001, Whirlpool Corporations accounts receivable balance was $5.5 million, or
18.9% of the Companys total net accounts receivable. Approximately 12%, 13%
and 13% of the Companys net sales in 2002, 2001 and 2000, respectively, were
to Whirlpool Corporation. The Company generally does not require collateral
from its customers for trade accounts receivable.

Recent Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 144, Accounting for Asset
Retirement Obligations (SFAS 144). This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets
and supercedes Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of, (SFAS 121). SFAS 144 is effective for fiscal years beginning
after December 15, 2001. The Company adopted SFAS 144 as of January 1, 2002.
This pronouncement did not have a material impact on the consolidated financial
statements.

In April 2002, the FASB issued Statement of Financial Accounting Standards
No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13 and Technical Corrections (SFAS 145). SFAS 145 rescinds
SFAS. 4, Reporting Gains and Losses from Extinguishment of Debt, and an
amendment of SFAS 4, SFAS 64, Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements. SFAS 145 also rescinds SFAS 44, Accounting for
Intangible Assets of Motor Carriers and amends SFAS 13, Accounting for Leases,
to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. SFAS 145 also amends other existing authoritative pronouncements
to make various technical corrections, clarify meanings, or describe their
applicability under changed conditions. SFAS 145 is effective for fiscal years
beginning after May 15, 2002. Any gain or loss on extinguishment of debt that
was classified as an extraordinary item in prior periods presented that does
not meet the criteria in Opinion 30 for classification as an extraordinary item
shall be reclassified. The provisions of SFAS 145 related to SFAS 13 shall be
effective for transactions occurring after May 15, 2002. All other provisions
of SFAS 145 shall be effective for financial statements issued on or after May
15, 2002. The Company adopted SFAS 145 as of January 1, 2003, and does not
expect the pronouncement to have a material impact on the consolidated
financial statements.

In July 2002, the FASB issued Statement of Financial Accounting Standards
No. 146, Accounting for the Cost Associated with Exit or Disposal Activities
(SFAS 146). This statement applies to all exit or disposal activities
initiated after December 31, 2002 and requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. The Company will
adopt this accounting standard for all exit or disposal activities initiated
after December 31, 2002.

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In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, Accounting for Stock-Based Compensation-Transition and
Disclosure (SFAS 148), amending Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation (SFAS 123), to provide
alternative methods of transition to the fair value method of accounting for
stock-based employee compensation. The three methods provided in SFAS 148
include (1) the prospective method which is the method currently provided for
in SFAS 123, (2) the retroactive method which would allow companies to restate
all periods presented and (3) the modified prospective method which would allow
companies to present the recognition provisions to all outstanding stock-based
employee compensation instruments as of the beginning of the fiscal year of
adoption. In addition, SFAS 148 amends the disclosure provisions of SFAS 123 to
require disclosure in the summary of significant accounting policies of the
effects of an entitys accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and
interim financial statements. SFAS 148 does not amend SFAS 123 to require
companies to account for their employee stock-based awards using the fair value
method. However, the disclosure provisions are required for all companies with
stock-based employee compensation, regardless of whether they utilize the fair
value method of accounting described in SFAS 123 or the intrinsic value method
described in APB Opinion No. 25, Accounting for Stock Issued to Employees.
The Company believes that it will continue to account for its stock-based
compensation awards to employees and directors under the accounting prescribed
by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees and related interpretations; however, we have adopted the disclosure
provisions of SFAS 148 in the current year.

Note 2. Acquisitions of Businesses and Assets

On October 8, 2002, Atlantis acquired the business and certain assets and
assumed certain specified liabilities of Rio Grande Plastic Products, Inc.
(Rio Grande), an injection molder located in Alamo, Texas for $3.9 million.
Rio Grande primarily manufactures safety restraints, door trim reflectors and
vehicle lamps for the automotive industry. Of the total purchase price,
approximately $2.0 million was funded through a master equipment lease
agreement with a financial institution, with the remainder funded by borrowings
under the Companys then existing Revolving line of credit. The Company
accounted for this acquisition as a purchase in accordance with the provisions
of SFAS 141. The activities of Rio Grande are included in the results of
operations of the Companys Molded Products segment since the date of
acquisition. The results of the operation of Rio Grande for the period from
January 1, 2000 through the date of acquisition were not material to the
Company. The allocation of the purchase price resulted in goodwill of
approximately $1.1 million, which represents the excess of the purchase price
over the fair value of the net assets acquired.

The allocation of the purchase price was as follows (in thousands):

|                 |  |   |        |  
|---------------- |  | - | ------ | -
|Current assets   |  | $ | 1,808  |  
|Long-term assets |  |   | 686    |  
|Goodwill         |  |   | 1,086  |  
|Liabilities      |  |   | (1,695 | )
|                 |  |   |        |  
|                 |  | $ | 1,885  |  

Note 3. Inventories

Inventories at December 31, 2002 and 2001 consisted of the following:

|                 |  |                |        |      |  |   |        | 
|---------------- |  | -------------- | ------ | ---- |  | - | ------ | 
|                 |  | (in thousands)
|                 |  | 2002           |        | 2001
|                 |  |                |        |     
|Raw materials    |  | $              | 11,559 |      |  | $ | 7,370  | 
|Work in
progress |  |                | 190    |      |  |   | 167    | 
|Finished goods   |  |                | 10,209 |      |  |   | 8,575  | 
|                 |  |                |        |      |  |   |        | 
|Total            |  | $              | 21,958 |      |  | $ | 16,112 | 
|                 |  |                |        |      |  |   |        | 

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Note 4. Property and Equipment

Property and equipment at December 31, 2002 and 2001 consisted of the
following:

|                                          |  |                |         |      |  |   |         |  
|----------------------------------------- |  | -------------- | ------- | ---- |  | - | ------- | -
|                                          |  | (in thousands)
|                                          |  | 2002           |         | 2001
|                                          |  |                |         |     
|Land                                      |  | $              | 2,523   |      |  | $ | 2,206   |  
|Building and improvements                 |  |                | 19,912  |      |  |   | 21,023  |  
|Office furniture and equipment            |  |                | 11,488  |      |  |   | 8,509   |  
|Manufacturing equipment                   |  |                | 122,338 |      |  |   | 120,549 |  
|Vehicles                                  |  |                | 262     |      |  |   | 294     |  
|                                          |  |                |         |      |  |   |         |  
|Total                                     |  |                | 156,523 |      |  |   | 152,581 |  
|Accumulated depreciation
and amortization |  |                | (91,383 | )    |  |   | (83,514 | )
|                                          |  |                |         |      |  |   |         |  
|Net                                       |  | $              | 65,140  |      |  | $ | 69,067  |  
|                                          |  |                |         |      |  |   |         |  

Note 5. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following at
December 31, 2002 and 2001:

|                                                  |  |                |        |      |  |   |        | 
|------------------------------------------------- |  | -------------- | ------ | ---- |  | - | ------ | 
|                                                  |  | (in thousands)
|                                                  |  | 2002           |        | 2001
|                                                  |  |                |        |     
|Accounts payable                                  |  | $              | 13,053 |      |  | $ | 7,080  | 
|Accrued interest                                  |  |                | 32     |      |  |   | 2,108  | 
|Accrued compensation, vacation and profit sharing |  |                | 4,472  |      |  |   | 4,444  | 
|Accrued health and workers compensation insurance |  |                | 1,632  |      |  |   | 1,452  | 
|Customer deposits and commissions                 |  |                | 1,915  |      |  |   | 2,223  | 
|Other                                             |  |                | 4,972  |      |  |   | 4,282  | 
|                                                  |  |                |        |      |  |   |        | 
|Total                                             |  | $              | 26,076 |      |  | $ | 21,589 | 
|                                                  |  |                |        |      |  |   |        | 

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Note 6. Long-term Debt

Long-term debt consisted of the following at December 31, 2002 and 2001:

|                                  |                                    |   |                |        |      |   |         |   | 
|--------------------------------- | ---------------------------------- | - | -------------- | ------ | ---- | - | ------- | - | 
|                                  |                                    |   | (in thousands)
|                                  |                                    |   | 2002           |        | 2001
|                                  |                                    |   |                |        |     
|Senior Credit Facility            |                                    |   |                |        |      |   |         |  
|                                  | Term Loan A, due December 31, 2007 |   | $              | 35,000 |      |   |         |  | 
|                                  | Term Loan B, due December 31, 2008 |   |                | 40,000 |      |   |         |  | 
|                                  | Revolver, due December 31, 2007    |   |                | 13,300 |      |   |         |  | 
|Expired revolving line of credit  |                                    |   |               |        |      |   | 21,500  |  
|Senior Notes                      |                                    |   |               |        |      | $ | 49,325  |  
|Other indebtedness                |                                    |   | 604            |        |      |   | 18,065  |  
|                                  |                                    |   |                |        |      |   |         |  
|Total debt                        |                                    |   | 88,904         |        |      |   | 88,890  |  
|Current portion of long-term debt |                                    |   | (4,013         | )      |      |   | (25,188 | )
|                                  |                                    |   |                |        |      |   |         |  
|Long-term debt                    |                                    | $ | 84,891         |        |      | $ | 63,702  |  
|                                  |                                    |   |                |        |      |   |         |  

On December 27, 2002, the Company refinanced substantially all of its
existing indebtedness through a $110,000,000 senior secured credit facility
provided by a syndicate of banks. The components of this facility include two
term loans and a revolving line of credit. Term Loan A and Term Loan B require
scheduled quarterly principal payments through the respective maturity dates.
Borrowings under the revolver portion of the facility are subject to a
borrowing base formula based on eligible collateral in the form of accounts
receivable and inventories. Borrowings outstanding under the facility bear
interest based upon LIBOR or prime rate plus an applicable margin. The
applicable margin applied to LIBOR and prime based loans range from 3.25% to
4.50% and 1.75% to 3.00%, respectively, based on the Companys funded debt to
EBITDA (Earnings before interest, taxes, depreciation and amortization) ratio.
Annual unused fees for this facility are 0.5%. Under the agreements covering
this loan, certain restrictions and covenants exist including, but not limited
to, the maintenance of financial ratios, dividend payments, asset disposals,
acquisitions and capital expenditures. The Company is currently in compliance
with such restrictions and covenants. As of December 31, 2002, the interest
rate on the Term Loan A, Term Loan B and the Revolver were 6.50%, 7.00% and
6.50%, respectively, based on a prime rate of 4.25%.

The Company has approximately $1.5 million in outstanding letters of
credit provided by a financial institution.

During the year ended December 31, 2001, the Company repurchased at a
discount approximately $25.5 million of its Senior Notes in the open market to
satisfy the February 15, 2002 mandatory redemption. The repurchase resulted in
an extraordinary gain before income taxes of $639,000. The gain related to the
discount received for the repurchased Notes, offset by the write-off of
unamortized loan origination costs related to such Notes. The net extraordinary
gain after income taxes of $218,000 was $421,000.

Scheduled maturities of indebtedness in each of the next five years are as follows (in thousands):

|           |  |        |        | 
|---------- |  | ------ | ------ | 
|Year       |  | Amount
|           |  |       
|2003       |  | $      | 4,013  | 
|2004       |  |        | 5,799  | 
|2005       |  |        | 7,543  | 
|2006       |  |        | 9,301  | 
|2007       |  |        | 24,248 | 
|Thereafter |  |        | 38,000 | 
|           |  |        |        | 
|Total      |  | $      | 88,904 | 
|           |  |        |        | 

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Note 7. Capital Stock

Generally, the Class A Common Stock has one vote per share and the Class B
Common Stock has 10 votes per share. Holders of the Class B Common Stock are
entitled to elect 75% of the Board of Directors; holders of Class A Common
Stock are entitled to elect the remaining 25%. Each share of Class B Common
Stock is convertible, at the option of the holder thereof, into one share of
Class A Common Stock. Class A Common Stock is not convertible into shares of
any other equity security.

Note 8. Income Taxes

The provision for income taxes for the years ended December 31, 2002,
2001, and 2000, consisted of the following:

|                                                |  |      |       |      |  |      |       |  |  |   |       |  
|----------------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | -
|(in thousands)                                  |  | 2002 |       | 2001 |  | 2000
|                                                |  |      |       |      |  |     
|Continuing operations                           |  | $    | 1,456 |      |  | $    | 1,157 |  |  | $ | 949   |  
|Extraordinary gain                              |  |      |      |      |  |      | 218   |  |  |   |      |  
|                                                |  |      |       |      |  |      |       |  |  |   |       |  
|Total                                           |  | $    | 1,456 |      |  | $    | 1,375 |  |  | $ | 949   |  
|                                                |  |      |       |      |  |      |       |  |  |   |       |  
|Current Federal income tax provision (benefit)  |  | $    | 1,499 |      |  | $    | 722   |  |  | $ | (315  | )
|Deferred Federal income tax (benefit)
provision |  |      | (342  | )    |  |      | 449   |  |  |   | 1,121 |  
|State income tax provision                      |  |      | 299   |      |  |      | 204   |  |  |   | 143   |  
|                                                |  |      |       |      |  |      |       |  |  |   |       |  
|Total provision for income taxes                |  | $    | 1,456 |      |  | $    | 1,375 |  |  | $ | 949   |  
|                                                |  |      |       |      |  |      |       |  |  |   |       |  

The following table provides a reconciliation between the statutory
federal income tax rate and the Companys effective income tax rate for the
years ended December 31, 2002, 2001, and 2000:

|                                  |  |      |    |      |  |      |    |   |  |  |    |  
|--------------------------------- |  | ---- | -- | ---- |  | ---- | -- | - |  |  | -- | -
|                                  |  | 2002 |    | 2001 |  | 2000
|                                  |  |      |    |      |  |     
|Statutory federal income tax
rate |  |      | 34 | %    |  |      | 34 | % |  |  | 34 | %
|State income taxes                |  |      | 4  |      |  |      | 14 |   |  |  | 12 |  
|Amortization of goodwill          |  |      |   |      |  |      | 40 |   |  |  | 44 |  
|Other, net                        |  |      |   |      |  |      | (9 | ) |  |  | (7 | )
|                                  |  |      |    |      |  |      |    |   |  |  |    |  
|Effective income tax rate         |  |      | 38 | %    |  |      | 79 | % |  |  | 83 | %

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At December 31, 2002 and 2001, deferred income tax assets and liabilities
consisted of the following:

|                                                                         |  |                |        |      |  |   |        |  
|------------------------------------------------------------------------ |  | -------------- | ------ | ---- |  | - | ------ | -
|                                                                         |  | (in thousands)
|Deferred income tax liabilities:                                         |  | 2002           |        | 2001
|                                                                         |  |                |        |     
|Excess of book over tax basis of
property and equipment                  |  | $              | 10,238 |      |  | $ | 10,868 |  
|Goodwill                                                                 |  |                | 1,293  |      |  |   | 1,143  |  
|Other, net                                                               |  |                | 13     |      |  |   | 38     |  
|                                                                         |  |                |        |      |  |   |        |  
|Total deferred income tax
liabilities                                    |  | $              | 11,544 |      |  | $ | 12,049 |  
|                                                                         |  |                |        |      |  |   |        |  
|Deferred income tax assets:                                              |  |                |        |      |  |   |        |  
|Reserves and accrued expenses not
yet
deductible for income tax purposes |  | $              | 2,461  |      |  | $ | 2,195  |  
|Net operating loss carryforwards                                         |  |                | 847    |      |  |   | 634    |  
|Acquired goodwill                                                        |  |                | 655    |      |  |   |       |  
|Capitalized inventory costs                                              |  |                | 305    |      |  |   | 242    |  
|                                                                         |  |                |        |      |  |   |        |  
|                                                                         |  | $              | 4,268  |      |  | $ | 3,071  |  
|Valuation allowance                                                      |  |                | (847   | )    |  |   | (634   | )
|                                                                         |  |                |        |      |  |   |        |  
|Total deferred income tax assets                                         |  | $              | 3,421  |      |  | $ | 2,437  |  
|                                                                         |  |                |        |      |  |   |        |  
|Deferred income taxes, net                                               |  | $              | 8,123  |      |  | $ | 9,612  |  
|                                                                         |  |                |        |      |  |   |        |  

The Company has evaluated its deferred tax assets for which a valuation
allowance has not been provided and believes such assets will be realized based
upon future projected taxable income.

Note 9. Stock Option Plans

The Companys Stock Option Plans (Option Plans) are designed to serve as
an incentive for retaining qualified and competent employees, directors, and
agents. Options may be granted under the Option Plans on such terms and at such
prices as determined by the Compensation Committee of the Board of Directors
(consisting only of outside directors); provided, however, that the exercise
price of options granted under the Option Plans will not be less than 90% of
the market value of the Class A Common Stock on the date of grant. To date, the
exercise price of all options granted under the Option Plans has been equal to
or greater than the fair market value of the Class A Common Stock on the date
of grant. Each option will be exercisable after the period or periods specified
in the option agreement, but no option shall be exercisable after the
expiration of 10 years from the date of grant. Options granted vest ratably
over a five-year period from the date of grant. Options granted under the
Option Plans are not transferable other than by will or by the laws of descent
and distribution. The Option Plans also authorize the Company to make loans to
optionees to exercise their options and to fund related tax exposures.

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Information with respect to the Option Plans is as follows for the years
ended December 31, (in thousands of shares, except prices per share):

|                                                               |  |      |       |      |  |      |       |   |  |   |       |  
|-------------------------------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | - |  | - | ----- | -
|                                                               |  | 2002 |       | 2001 |  | 2000
|                                                               |  |      |       |      |  |     
|Options outstanding at January 1                               |  |      | 1,274 |      |  |      | 1,045 |   |  |   | 1,158 |  
|Granted                                                        |  |      | 30    |      |  |      | 398   |   |  |   | 95    |  
|Exercised                                                      |  |      | (47   | )    |  |      |      |   |  |   | (148  | )
|Canceled                                                       |  |      | (7    | )    |  |      | (169  | ) |  |   | (60   | )
|                                                               |  |      |       |      |  |      |       |   |  |   |       |  
|Options outstanding at December 31                             |  |      | 1,250 |      |  |      | 1,274 |   |  |   | 1,045 |  
|                                                               |  |      |       |      |  |      |       |   |  |   |       |  
|Weighted-average option prices per common share:               |  |      |       |      |  |      |       |   |  |   |       |  
|Options outstanding at January 1                               |  | $    | 6.14  |      |  | $    | 6.81  |   |  | $ | 6.56  |  
|Granted                                                        |  |      | 4.64  |      |  |      | 4.71  |   |  |   | 4.73  |  
|Exercised                                                      |  |      | 2.88  |      |  |      |      |   |  |   | 3.49  |  
|Canceled                                                       |  |      | 4.74  |      |  |      | 6.91  |   |  |   | 6.89  |  
|                                                               |  |      |       |      |  |      |       |   |  |   |       |  
|Outstanding at December 31                                     |  | $    | 6.23  |      |  | $    | 6.14  |   |  | $ | 6.81  |  
|                                                               |  |      |       |      |  |      |       |   |  |   |       |  
|Weighted-average fair value of options
granted during the year |  | $    | 2.50  |      |  | $    | 1.27  |   |  | $ | 2.35  |  
|Options exercisable at December 31                             |  |      | 815   |      |  |      | 736   |   |  |   | 808   |  
|Options available for grant at December 31                     |  |      | 238   |      |  |      | 264   |   |  |   | 98    |  

The following table summarizes information about stock options outstanding
at December 31, 2002:

|                    |  |                     |       |                  |  |                |     |             |                |           |       |        |  |  |     |  |  |   |       | 
|------------------- |  | ------------------- | ----- | ---------------- |  | -------------- | --- | ----------- | -------------- | --------- | ----- | ------ |  |  | --- |  |  | - | ----- | 
|Options Outstanding |  | Options Exercisable
|                    |  | Number              |       |                  |  |                |     |             |                |           |       | Number |  |  |     | 
|                    |  | Outstanding         |       | Weighted-Average |  | Weighted-      |     | Exercisable |                | Weighted-
|Range of            |  | At 12/31/02         |       | Remaining        |  | Average        |     | At 12/31/02 |                | Average  
|Exercise Prices     |  | (in 000's)          |       | Contractual Life |  | Exercise Price |     | (in 000's)  | Exercise Price
|                    |  |                     |       |                  |  |                |     |             |               
|$3.00 - $4.50       |  |                     | 444   |                  |  |                | 8.6 |             |                | $         | 4.30  |        |  |  | 104 |  |  | $ | 4.20  | 
|$4.51 - $6.80       |  |                     | 498   |                  |  |                | 3.1 |             |                | $         | 5.69  |        |  |  | 437 |  |  | $ | 5.74  | 
|$6.81 - $9.75       |  |                     | 209   |                  |  |                | 3.8 |             |                | $         | 8.89  |        |  |  | 174 |  |  | $ | 8.86  | 
|$9.76 - $11.88      |  |                     | 100   |                  |  |                | 2.1 |             |                | $         | 11.88 |        |  |  | 100 |  |  | $ | 11.88 | 
|                    |  |                     |       |                  |  |                |     |             |                |           |       |        |  |  |     |  |  |   |       | 
|                    |  |                     | 1,250 |                  |  |                |     |             |                |           |       |        |  |  | 815 |  |  |   |       | 

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Note 10. Earnings Per Share

|                                                                                 |  |      |       |      |  |      |       |  |  |   |       | 
|-------------------------------------------------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|(thousands, except per share amounts)                                            |  | 2002 |       | 2001 |  | 2000
|                                                                                 |  |      |       |      |  |     
|Basic earnings per common share:                                                 |  |      |       |      |  |      |       |  |  |   |       | 
|Income before extraordinary items                                                |  | $    | 2,378 |      |  | $    | 302   |  |  | $ | 192   | 
|Weighted-average common shares outstanding                                       |  |      | 7,569 |      |  |      | 7,532 |  |  |   | 7,520 | 
|Basic earnings per common share                                                  |  | $    | 0.31  |      |  | $    | 0.04  |  |  | $ | 0.03  | 
|                                                                                 |  |      |       |      |  |      |       |  |  |   |       | 
|Diluted earnings per common share:                                               |  |      |       |      |  |      |       |  |  |   |       | 
|Earnings applicable to common shares                                             |  | $    | 2,378 |      |  | $    | 302   |  |  | $ | 192   | 
|Weighted-average common shares outstanding                                       |  |      | 7,569 |      |  |      | 7,532 |  |  |   | 7,520 | 
|Add  Options                                                                    |  |      | 9     |      |  |      | 3     |  |  |   | 99    | 
|Weighted-average common shares outstanding plus
potential dilutive common shares |  |      | 7,578 |      |  |      | 7,535 |  |  |   | 7,619 | 
|                                                                                 |  |      |       |      |  |      |       |  |  |   |       | 
|Diluted earnings per common share                                                |  | $    | 0.31  |      |  | $    | 0.04  |  |  | $ | 0.03  | 
|                                                                                 |  |      |       |      |  |      |       |  |  |   |       | 
|Earnings per share from extraordinary items:                                     |  |      |       |      |  |      |       |  |  |   |       | 
|Basic earnings per common share                                                  |  | $    |      |      |  | $    | 0.06  |  |  | $ |      | 
|Diluted earnings per common share                                                |  | $    |      |      |  | $    | 0.06  |  |  | $ |      | 

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 2002, 2001 and 2000 are 1,165,454, 1,213,654
and 343,500 shares, respectively.

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Note 11. Business Segments

The Company considers its continuing operations to comprise two segments:
Atlantis Plastic Films (Plastic Films) and Atlantis Molded Products (Molded
Products). During 2002, 2001, and 2000, a Molded Products customer accounted
for approximately 12%, 13%, and 13%, respectively, of the Companys net sales
and 22%, 19%, and 13% respectively, of the Companys net accounts receivable.
Summary data for 2002, 2001, and 2000 are as follows (in thousands):

|                                                |  |          |         |          |  |           |        |              |  |   |       |  |  |   |         | 
|----------------------------------------------- |  | -------- | ------- | -------- |  | --------- | ------ | ------------ |  | - | ----- |  |  | - | ------- | 
|                                                |  | Atlantis |         | Atlantis |  |           |        |              |  |   |       | 
|                                                |  | Plastic  |         | Molded   |  |           |        |              |  |   |       | 
|                                                |  | Films    |         | Products |  | Corporate |        | Consolidated
|                                                |  |          |         |          |  |           |        |             
|2002                                            |  |          |         |          |  |           |        |              |  |   |       |  |  |   |         | 
|Net sales                                       |  | $        | 165,013 |          |  | $         | 83,573 |              |  | $ |      |  |  | $ | 248,586 | 
|Operating income                                |  |          | 5,290   |          |  |           | 6,151  |              |  |   |      |  |  |   | 11,441  | 
|Identifiable assets                             |  |          | 101,832 |          |  |           | 68,794 |              |  |   | 5,629 |  |  |   | 176,255 | 
|Capital expenditures                            |  |          | 2,944   |          |  |           | 5,343  |              |  |   | 1,259 |  |  |   | 9,546   | 
|Depreciation and
deferred loan fee
amortization |  |          | 6,107   |          |  |           | 4,311  |              |  |   | 1,480 |  |  |   | 11,898  | 
|2001                                            |  |          |         |          |  |           |        |              |  |   |       |  |  |   |         | 
|Net sales                                       |  | $        | 170,720 |          |  | $         | 77,094 |              |  |   |      |  |  | $ | 247,814 | 
|Operating income                                |  |          | 6,914   |          |  |           | 3,955  |              |  |   |      |  |  |   | 10,869  | 
|Identifiable assets                             |  |          | 100,396 |          |  |           | 62,389 |              |  |   | 6,573 |  |  |   | 169,358 | 
|Capital expenditures                            |  |          | 3,976   |          |  |           | 3,347  |              |  |   | 495   |  |  |   | 7,818   | 
|Depreciation and
deferred loan fee
amortization |  |          | 5,472   |          |  |           | 3,937  |              |  |   | 1,413 |  |  |   | 10,822  | 
|Goodwill amortization                           |  |          | 1,181   |          |  |           | 597    |              |  |   |      |  |  |   | 1,778   | 
|2000                                            |  |          |         |          |  |           |        |              |  |   |       |  |  |   |         | 
|Net sales                                       |  | $        | 174,903 |          |  | $         | 75,362 |              |  | $ |      |  |  | $ | 250,265 | 
|Operating income                                |  |          | 6,066   |          |  |           | 5,299  |              |  |   |      |  |  |   | 11,365  | 
|Identifiable assets                             |  |          | 105,792 |          |  |           | 60,416 |              |  |   | 8,258 |  |  |   | 174,466 | 
|Capital expenditures                            |  |          | 10,262  |          |  |           | 4,194  |              |  |   | 926   |  |  |   | 15,382  | 
|Depreciation and
deferred loan fee
amortization |  |          | 4,730   |          |  |           | 3,457  |              |  |   | 1,669 |  |  |   | 9,856   | 
|Goodwill amortization                           |  |          | 1,181   |          |  |           | 413    |              |  |   |      |  |  |   | 1,594   | 

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Note 12. Profit Sharing and Retirement Plans

Atlantis has a 401(k) defined contribution retirement plan. Generally,
such plan covers all employees who have attained the age of 21 and have at
least one year of service. The Company matches 50% of contributions up to a
maximum of 6% of compensation as defined by the plan and as limited by federal
regulations. Related expenses were approximately $509,000, $460,000 and
$432,000 for the years ended December 31, 2002, 2001, and 2000, respectively.

Effective January 1, 2000, the Company established the Atlantis Plastics,
Inc. Deferred Compensation Plan (the Plan) for certain selected employees.
Under the Plan, eligible employees may elect to make pre-tax contributions to a
trust fund up to a maximum of 15% of annual earnings. The Company contribution
to the Plan is based upon the employees contribution to the Plan but could not
exceed $2,500 per participant for 2002. Normally, the full amount of each
participants interest in the trust fund is paid upon termination of
employment; however, the Plan allows participants to make early withdrawals of
contributions, subject to certain restrictions. Company assets earmarked to pay
benefits under the Plan are held by a rabbi trust. Under current accounting
rules, assets of a rabbi trust must be accounted for as if they are assets of
the Company; therefore, all earnings and expenses will be recorded in the
Companys financial statements. The Company may terminate the Plan at any time.
Total Company contributions to the Plan were approximately $56,000 and $45,000
for the years ended December 31, 2002 and 2001, respectively.

Note 13. Related Parties

Trivest and Trivest II, affiliates of two major shareholders, and the
Company have certain common officers, directors, and shareholders. Management
fees and expense allocations are paid to Trivest and Trivest II. During the
years ended December 31, 2002, 2001 and 2000, the Company incurred costs
related to these payments of approximately $2,157,000, $1,173,000 and
$1,296,000, respectively. The increase from 2001 to 2002 relates predominately
to the acquisition of Rio Grande and certain additional consulting charges.

During 2002, 2001 and 2000 certain members of the Companys Board of
Directors exercised stock options and issued notes payable to the Company,
secured by the underlying stock, which bear interest at prime and are due
February 21, 2003, February 13, 2004, March 16, 2005 and March 18, 2005. Such
notes are full recourse in nature.

Note 14. Commitments and Contingencies

The Company is, from time to time, involved in routine litigation. No such
litigation in which the Company is presently involved is believed to be
material to its financial condition or results of operations.

The Company leases various office space, buildings, transportation, and
production equipment with terms in excess of one year. Total rent expense under
these agreements for the years ended December 31, 2002, 2001 and 2000 was
approximately $1.9 million, $1.8 million and $1.3 million, respectively.

The total minimum rental commitments under long-term, noncancelable
operating leases at December 31, 2002 consisted of the following (in
thousands):

|           |  |        |       | 
|---------- |  | ------ | ----- | 
|Year       |  | Amount
|           |  |       
|2003       |  | $      | 1,728 | 
|2004       |  |        | 1,553 | 
|2005       |  |        | 1,352 | 
|2006       |  |        | 1,187 | 
|2007       |  |        | 862   | 
|Thereafter |  |        | 1,697 | 
|           |  |        |       | 
|Total      |  | $      | 8,379 | 
|           |  |        |       | 

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Note 15. Quarterly Financial Data (Unaudited)

Unaudited consolidated quarterly financial data for the years ended
December 31, 2002 and 2001 are as follows:

|                                                          |         |   |                                       |      |               |   |               |      |               |   |        |      |      |   |        |      |      |   |        |      |  |   |        |      |  |   |        |      |   |   |        |      |  
|--------------------------------------------------------- | ------- | - | ------------------------------------- | ---- | ------------- | - | ------------- | ---- | ------------- | - | ------ | ---- | ---- | - | ------ | ---- | ---- | - | ------ | ---- |  | - | ------ | ---- |  | - | ------ | ---- | - | - | ------ | ---- | -
|                                                          |         |   | (in thousands, except per share data)
|                                                          |         |   | Quarter Ended                         |      | Quarter Ended |   | Quarter Ended |      | Quarter Ended
|                                                          |         |   | March 31                              |      | June 30       |   | September 30  |      | December 31  
|                                                          |         |   |                                       |      |               |   |               |      |              
|                                                          |         |   | 2002                                  |      | 2001          |   | 2002          |      | 2001          |   | 2002   |      | 2001 |   | 2002   |      | 2001
|                                                          |         |   |                                       |      |               |   |               |      |               |   |        |      |      |   |        |      |     
|Net sales                                                 |         | $ | 58,263                                |      |               | $ | 64,702        |      |               | $ | 67,118 |      |      | $ | 62,493 |      |      | $ | 63,173 |      |  | $ | 63,401 |      |  | $ | 60,032 |      |   | $ | 57,218 |     
|Gross profit                                              |         |   | 10,949                                |      |               |   | 10,400        |      |               |   | 11,562 |      |      |   | 9,253  |      |      |   | 9,495  |      |  |   | 9,894  |      |  |   | 7,891  |      |   |   | 9,201  |     
|Net income (loss) before
extraordinary items              |         |   | 1,157                                 |      |               |   | 426           |      |               |   | 1,346  |      |      |   | (103   | )    |      |   | 433    |      |  |   | 117    |      |  |   | (558   | )    |   |   | (138   | )   
|Net income                                                |         |   | 1,157                                 |      |               |   | 426           |      |               |   | 1,346  |      |      |   | 320    |      |      |   | 433    |      |  |   | 102    |      |  |   | (558   | )    |   |   | (125   | )   
|Income (loss) before extraordinary
items per common share |         |   |                                       |      |               |   |               |      |               |   |        |      |      |   |        |      |      |   |        |      |  |   |        |      |  |   |        |      |   |   |        |     
|                                                          | Basic   |   | $                                     | 0.15 |               |   | $             | 0.06 |               |   | $      | 0.18 |      |   | ($     | 0.01 | )    |   | $      | 0.06 |  |   | $      | 0.02 |  |   | ($     | 0.07 | ) |   | ($     | 0.03 | )
|                                                          | Diluted |   | $                                     | 0.15 |               |   | $             | 0.06 |               |   | $      | 0.18 |      |   | ($     | 0.01 | )    |   | $      | 0.06 |  |   | $      | 0.02 |  |   | ($     | 0.07 | ) |   | ($     | 0.03 | )
|Net income items per common share                         |         |   |                                       |      |               |   |               |      |               |   |        |      |      |   |        |      |      |   |        |      |  |   |        |      |  |   |        |      |   |   |        |     
|                                                          | Basic   |   | $                                     | 0.15 |               |   | $             | 0.06 |               |   | $      | 0.18 |      |   | $      | 0.04 |      |   | $      | 0.06 |  |   | $      | 0.01 |  |   | ($     | 0.07 | ) |   | ($     | 0.02 | )
|                                                          | Diluted |   | $                                     | 0.15 |               |   | $             | 0.06 |               |   | $      | 0.18 |      |   | $      | 0.04 |      |   | $      | 0.06 |  |   | $      | 0.01 |  |   | ($     | 0.07 | ) |   | ($     | 0.02 | )




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

The Company has had no changes in or disagreements with its independent
auditors on accounting or financial disclosures.

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PART III




ITEMS 10, 11, 12, AND 13

The information required by Items 10, 11, 12, and 13 is incorporated by
reference to the registrants Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days
after the end of the fiscal year covered by this report.




Item 14. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, within the 90 days
prior to the filing date of this report, the Company carried out an evaluation
of the effectiveness of the design and operation of the Companys disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of the Companys management, including the Companys
Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, the Companys Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures are effective.
There have been no significant changes in the Companys internal controls or in
other factors that could significantly affect these internal controls
subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in Company
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commissions rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to
be disclosed in Company reports filed under the Exchange Act is accumulated and
communicated to management, including the Companys Chief Executive Officer and
Chief Financial Officer as appropriate, to allow timely decisions regarding
required disclosure.

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PART IV




ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K



| | (a) |  | Documents filed as a part of this report:
| | --- |  | -----------------------------------------

| |     |                                                 |  |     
| | --- | ----------------------------------------------- |  | ----
| |     |                                                 |  | Page
| |     |                                                 |  |     
| | (1) | Financial Statements:                           |  |     
| |     | Report of Independent Auditors                  |  | 21  
| |     | Consolidated Statements of Income               |  | 22  
| |     | Consolidated Balance Sheets                     |  | 23  
| |     | Consolidated Statements of Shareholders Equity |  | 24  
| |     | Consolidated Statements of Cash Flows           |  | 25  
| |     | Notes to Consolidated Financial Statements      |  | 26  

| |     |                                                                                                                                                                                                                                                                                                            |  |   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
| | (2) | Financial Statement Schedules:                                                                                                                                                                                                                                                                             |  |   
| |     | The following Financial Statement Schedule for
the years ended December 31, 2002, 2001, and 2000
is submitted herewith:                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                            |  |   
| |     | Schedule II  Valuation and Qualifying Accounts                                                                                                                                                                                                                                                            |  | 46
| |     |                                                                                                                                                                                                                                                                                                            |  |   
| |     | All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission have been omitted because the required
information is contained in the financial statements and notes
thereto or because such schedules are not required or
applicable.

The information called for by Item 15(a) 3. Exhibit Listing, can be
obtained free of charge by any Company Stockholder by writing to Paul G. Saari,
Senior Vice President of Finance and Chief Financial Officer, at the corporate
headquarters office.



| | (b) |  | Reports on Form 8-K:
| | --- |  | --------------------

On October 23, 2002, the Company filed a Form 8-K, as subsequently amended
on December 13, 2002, in connection with its acquisition of Rio Grande Plastic
Products, Inc.

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| | (c) |  | Exhibits (An asterisk to the right of an exhibit number denotes a
management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K.)
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|      |  |   |  |                                                                                                                                                                                                               
|----- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1   |  |   |  | Registrants Articles of Incorporation(1)                                                                                                                                                                     
|      |  |   |  |                                                                                                                                                                                                               
|3.2   |  |   |  | Registrants Bylaws (February 1988)(1)                                                                                                                                                                        
|      |  |   |  |                                                                                                                                                                                                               
|4.1   |  |   |  | Form of Stock Certificate evidencing ownership of Registrants Class A Common Stock(5)                                                                                                                        
|      |  |   |  |                                                                                                                                                                                                               
|10.1  |  | * |  | Registrants 1997 Stock Option Plan.(7)                                                                                                                                                                       
|      |  |   |  |                                                                                                                                                                                                               
|10.2  |  | * |  | Registrants 1998 Stock Option Plan. (9)                                                                                                                                                                      
|      |  |   |  |                                                                                                                                                                                                               
|10.3  |  | * |  | Registrants 2001 Stock Option Plan. (15)                                                                                                                                                                     
|      |  |   |  |                                                                                                                                                                                                               
|10.4  |  | * |  | Form of Indemnification Agreement. (4)                                                                                                                                                                        
|      |  |   |  |                                                                                                                                                                                                               
|10.5  |  | * |  | Management Agreement dated as of January 1, 1998 between Registrant and Trivest, Inc. (10)                                                                                                                    
|      |  |   |  |                                                                                                                                                                                                               
|10.6  |  | * |  | Agreement dated as of January 1, 1998 by and among Registrant,
Trivest II, Inc., Earl W. Powell and Phillip T. George, M.D.(10)                                                                               
|      |  |   |  |                                                                                                                                                                                                               
|10.7  |  |   |  | Assignment and Assumption of Lease between Registrant and Trivest
II, Inc. (11)                                                                                                                               
|      |  |   |  |                                                                                                                                                                                                               
|10.8  |  |   |  | Settlement Agreement by and between Mobil Oil Corporation and
Linear Films, Inc. of Civil Action No. 87 civ. 874-B in the Northern
District of Oklahoma, effective as of February 21, 1992. (2)               
|      |  |   |  |                                                                                                                                                                                                               
|10.9  |  |   |  | License Agreement by and between Mobil Oil Corporation and Linear
Films, Inc. for use of U.S. Patent No. 4,518,654, effective as of
February 21, 1992. (2)                                                    
|      |  |   |  |                                                                                                                                                                                                               
|10.10 |  |   |  | Loan Agreement between Arkansas Development Finance Authority and
Atlantis Plastics Injection Molding, Inc. (formerly known as Cyanede
Plastics, Inc.), dated March 18, 1992. (3)                             
|      |  |   |  |                                                                                                                                                                                                               
|10.11 |  |   |  | Promissory Note from Atlantis Plastics Injection Molding, Inc.
(formerly known as Cyanede Plastics, Inc.), to the Arkansas
Development Finance Authority, in the amount of $1,600,000, dated
June 1, 1992. (3)
|      |  |   |  |                                                                                                                                                                                                               
|10.12 |  |   |  | Office Lease, dated as of April 1, 1992, between Euram/1870
Exchange Associates and National Poly Products, Inc. (3)                                                                                          
|      |  |   |  |                                                                                                                                                                                                               
|10.13 |  |   |  | First Extension of lease agreement between Euram/1870 Exchange
Associates and Atlantis Plastic Films, Inc., dated May 14, 1997. (8)                                                                           
|      |  |   |  |                                                                                                                                                                                                               
|10.14 |  |   |  | First Amendment of lease agreement between 1870 Exchange
Associates and Atlantis Plastic Films, Inc., dated February 27, 2002.(15)                                                                            
|      |  |   |  |                                                                                                                                                                                                               
|10.15 |  |   |  | Lease with option to purchase Real Estate between Atlantis Plastic
Films, Inc. and the City of Mankato, Minnesota, dated as of March 2,
1995. (5)                                                             
|      |  |   |  |                                                                                                                                                                                                               
|10.16 |  | * |  | Registrants Deferred Compensation Plan, incorporated by
reference and filed with the Registrants Form S-8 filed April 5,
2000 (no. 333-34050). (12)                                                         
|      |  |   |  |                                                                                                                                                                                                               
|10.17 |  |   |  | Lease between Principal Life Insurance Company and Atlantis
Plastic Films, Inc., dated as of March 8, 2000. (13)                                                                                              

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|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|----- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 |  |  |  | Guaranty of Lease by Registrant of the obligations of Atlantis
Plastic Films, dated as of March 8, 2000. (13)                                                                                                                                                                                                                                                                                
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.19 |  |  |  | Master Security Agreement between Atlantis Plastics Inc. and
Atlantis Plastic Films Inc., as debtor and General Electric Capital
Corporation, as secured party, dated as of November 7, 2001. (14)                                                                                                                                                                                           
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.20 |  |  |  | Amendment to Master Security Agreement between Atlantis Plastics
Inc. and Atlantis Plastic Films Inc., as debtor and General Electric
Capital Corporation, as secured party, dated as of November 7, 2001.
(14)                                                                                                                                                                              
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.21 |  |  |  | Lease Extension between Extrusion Masters, Inc. and E.E.E.
Properties, dated as of October 30, 2001.(15)                                                                                                                                                                                                                                                                                     
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.22 |  |  |  | Executive Employment Agreement by and between Atlantis Plastics,
Inc. and Anthony F. Bova, dated December 31, 2002.                                                                                                                                                                                                                                                                          
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.23 |  |  |  | Change in Control Agreement by and between Atlantis Plastics, Inc.
and Anthony F. Bova, dated December 31, 2002.                                                                                                                                                                                                                                                                             
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.24 |  |  |  | Credit Agreement dated as of December 27, 2002 by and among
Atlantis Plastic Films, Inc., Atlantis Molded Plastics, Inc.,
Atlantis Films, Inc., Rigal Plastics, Inc., Atlantis Plastics
Injection Molding, Inc., Pierce Plastics, Inc. and Extrusion Masters,
Inc. and General Electric Capital Corporation and CIBC World Markets
Corp. and other financial institutions as a party thereto.
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.25 |  |  |  | Management Agreement by and between Atlantis Plastics, Inc. and
Trivest Partners, L.P. dated January 1, 2003.                                                                                                                                                                                                                                                                                
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|21.1  |  |  |  | Registrants Subsidiaries. (15)                                                                                                                                                                                                                                                                                                                                                              
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|23.1  |  |  |  | Consent of Ernst & Young LLP relating to the Companys Registration
Statements on Form S-8 (No. 333-85866, No. 333-63855, No. 333-34197,
and No. 333-34050)                                                                                                                                                                                                                                  
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|99.1  |  |  |  | CEO Certification Pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                   
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|99.2  |  |  |  | CFO Certification Pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                   

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| | (1)  |  | Incorporated by reference to the exhibits filed with the
Registrants Form 8-B filed June 7, 1994.                                           
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2)  |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 1991.       
|
| | (3)  |  | Incorporated by reference to the exhibits filed with the
Registrants registration statement on Form S-2 (33-53152).                         
|
| | (4)  |  | Incorporated by reference to the exhibits filed with the
Registrants Report on Form 8-K filed June 3, 1994.                                 
|
| | (5)  |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 1994.       
|
| | (6)  |  | Incorporated by reference to the exhibits and filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
|
| | (7)  |  | Incorporated by reference to Exhibit A filed with the Registrants
Schedule 14A filed on April 29, 1997.                                     
|
| | (8)  |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 1997.       
|
| | (9)  |  | Incorporated by reference to Exhibit A filed with the
Registrants Schedule 14A filed on April 17, 1998.                                     
|
| | (10) |  | Incorporated by reference to the exhibits filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.    
|
| | (11) |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 1998.       
|
| | (12) |  | Incorporated by reference to the exhibits filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.    
|
| | (13) |  | Incorporated by reference to the exhibits filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.     
|
| | (14) |  | Incorporated by reference to the exhibits filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001.
|
| | (15) |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 2001.       

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| |  |  | (d) Financial Statement Schedules required by Regulation S-X.
| |  |  | -------------------------------------------------------------

Atlantis Plastics, Inc.
Schedule II  Valuation and Qualifying Accounts
for the years ended December 31,
($ in thousands)

|               |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |   |     |       | 
|-------------- | ---------------------------------------------------- | ---------------------------------- | ----- | -------- | ---------- | -------- | ---------- | -------------- | -------- | ------- | - | - | -- | -- | ------- | - | ---- | ---- | - | - | --- | ----- | 
|               |                                                      |                                    |       |          | Balance at |          | Charged to |                | Charged  |         |   |   |    |    | Balance
|               |                                                      |                                    |       |          | Beginning  |          | Costs and  |                | to Other |         |   |   |    |    | at End 
|Classification |                                                      | of Year                            |       | Expenses |            | Accounts |            | Deductions (a) |          | of Year
|               |                                                      |                                    |       |          |            |          |            |                |          |        
|2002           |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  
|               | Allowances reducing the assets in the balance sheet: |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |   |    
|               |                                                      | Doubtful accounts receivable       |       | $        | 572        |          |            | $              | 269      |         |   | $ | 16 |    |         | $ | (358 | )    |   | $ | 499 |      
|               |                                                      | Reserve for sales allowances       |       |          | 500        |          |            |                | 35       |         |   |   |   |    |         |   | (119 | )    |   |   | 416 |      
|               |                                                      | Reserve for inventory obsolescence |       |          | 676        |          |            |                | 166      |         |   |   |   |    |         |   | (175 | )    |   |   | 667 |      
|               |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  
|               |                                                      |                                    | Total |          | $          | 1,748    |            |                | $        | 470     |   |   | $  | 16 |         |   | $    | (652 | ) |   | $   | 1,582 | 
|               |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  
|2001           |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  
|               | Allowances reducing the assets in the balance sheet: |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |   |    
|               |                                                      | Doubtful accounts receivable       |       | $        | 648        |          |            | $              | (112     | )       |   | $ |   |    |         | $ | (36  | )    |   | $ | 572 |      
|               |                                                      | Reserve for sales allowances       |       |          | 824        |          |            |                |         |         |   |   |   |    |         |   | 324  |      |   |   | 500 |      
|               |                                                      | Reserve for inventory obsolescence |       |          | 712        |          |            |                | (7       | )       |   |   |   |    |         |   | 29   |      |   |   | 676 |      
|               |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  
|               |                                                      |                                    | Total |          | $          | 2,184    |            |                | $        | (119    | ) |   | $  |   |         |   | $    | 317  |   |   | $   | 1,748 | 
|               |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  
|2000           |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  
|               | Allowances reducing the assets in the balance sheet: |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |   |    
|               |                                                      | Doubtful accounts receivable       |       | $        | 1,129      |          |            | $              | 369      |         |   | $ |   |    |         | $ | 850  |      |   | $ | 648 |      
|               |                                                      | Reserve for sales allowances       |       |          | 774        |          |            |                | 50       |         |   |   |   |    |         |   |     |      |   |   | 824 |      
|               |                                                      | Reserve for inventory obsolescence |       |          | 616        |          |            |                | 164      |         |   |   |   |    |         |   | 68   |      |   |   | 712 |      
|               |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  
|               |                                                      |                                    | Total |          | $          | 2,519    |            |                | $        | 583     |   |   | $  |   |         |   | $    | 918  |   |   | $   | 2,184 | 
|               |                                                      |                                    |       |          |            |          |            |                |          |         |   |   |    |    |         |   |      |      |   |  

|(a) |  | Includes amounts written-off as uncollectible, allowances granted and
obsolete inventory
|--- |  | ----------------------------------------------------------------------------------------

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SIGNATURES



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                     |  |  |                         |     |  |                                                                         
|-------------------- |  |  | ----------------------- | --- |  | ------------------------------------------------------------------------
|                     |  |  | ATLANTIS PLASTICS, INC.
|                     |  |  |                         |     |  |                                                                         
|Date: March 28, 2003 |  |  | By:                     | /S/ |  | PAUL G. SAARI                                                           
|                     |  |  |                         |    
|                     |  |  |                         |     |  | Paul G. Saari
Senior Vice President, Finance and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

|          |  |                                     |  |                                              |  |               
|--------- |  | ----------------------------------- |  | -------------------------------------------- |  | --------------
|Signature |  | Title                               |  | Date                                        
|          |  |                                     |  |                                             
|          |  |                                     |  |                                              |  |               
|/s/       |  | EARL W. POWELL                      |  | Chairman of the Board                        |  | March 28, 2003
|          |  |                                     |  |                                             
|          |  | Earl W. Powell                      |  |                                              |  |               
|          |  |                                     |  |                                              |  |               
|/s/       |  | PHILLIP T. GEORGE, M.D.             |  | Director, Vice Chairman, and                 |  |               
|          |  | Chairman of the Executive Committee |  | March 28, 2003                              
|          |  | Phillip T. George, M.D.             |  |                                              |  |               
|          |  |                                     |  |                                              |  |               
|/s/       |  | ANTHONY F. BOVA                     |  | President and Chief                          |  |               
|          |  | Executive Officer                   |  | March 28, 2003                              
|          |  | Anthony F. Bova                     |  | (Principal
Executive Officer)                |  |               
|          |  |                                     |  |                                              |  |               
|/s/       |  | PAUL G. SAARI                       |  | Senior Vice President, Finance and           |  |               
|          |  | Chief Financial Officer             |  | March 28, 2003                              
|          |  | Paul G. Saari                       |  | (Principal
Financial and Accounting Officer) |  |               
|          |  |                                     |  |                                              |  |               
|/s/       |  | CHARLES D. MURPHY, III              |  | Director                                     |  | March 28, 2003
|          |  |                                     |  |                                             
|          |  | Charles D. Murphy, III              |  |                                              |  |               
|          |  |                                     |  |                                              |  |               
|/s/       |  | CHESTER B. VANATTA                  |  | Director                                     |  | March 28, 2003
|          |  |                                     |  |                                             
|          |  | Chester B. Vanatta                  |  |                                              |  |               
|          |  |                                     |  |                                              |  |               
|/s/       |  | LARRY D. HORNER                     |  | Director                                     |  | March 28, 2003
|          |  |                                     |  |                                             
|          |  | Larry D. Horner                     |  |                                              |  |               
|          |  |                                     |  |                                              |  |               
|/s/       |  | CESAR ALVAREZ                       |  | Director                                     |  | March 28, 2003
|          |  |                                     |  |                                             
|          |  | Cesar Alvarez                       |  |                                              |  |               
|          |  |                                     |  |                                              |  |               
|/s/       |  | JAY SHUSTER                         |  | Director                                     |  | March 28, 2003
|          |  |                                     |  |                                             
|          |  | Jay Shuster                         |  |                                              |  |               

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CERTIFICATION

I, Anthony F. Bova, certify that:

1.     I have reviewed this annual report on Form 10-K of Atlantis Plastics,
Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)     Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
|
| | b)     Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c)     Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)     All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
|
| | b)     Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

| |                                                                          
| | -------------------------------------------------------------------------
| | /s/ Anthony F. Bova

ANTHONY F. BOVAPresident and Chief Executive Officer

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CERTIFICATION

I, Paul G. Saari, certify that:

1.     I have reviewed this annual report on Form 10-K of Atlantis Plastics,
Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)     Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
|
| | b)     Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c)     Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a)     All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
|
| | b)     Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | /s/ Paul G. Saari

PAUL G. SAARISenior Vice President, Finance and Chief
Financial Officer

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EXHIBIT INDEX



| |  |  | (An asterisk to the right of an exhibit number denotes a
management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K.)
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|      |  |   |  |                                                                                                                                                                                                               
|----- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1   |  |   |  | Registrants Articles of Incorporation(1)                                                                                                                                                                     
|      |  |   |  |                                                                                                                                                                                                               
|3.2   |  |   |  | Registrants Bylaws (February 1988)(1)                                                                                                                                                                        
|      |  |   |  |                                                                                                                                                                                                               
|4.1   |  |   |  | Form of Stock Certificate evidencing ownership of Registrants Class A Common Stock(5)                                                                                                                        
|      |  |   |  |                                                                                                                                                                                                               
|10.1  |  | * |  | Registrants 1997 Stock Option Plan.(7)                                                                                                                                                                       
|      |  |   |  |                                                                                                                                                                                                               
|10.2  |  | * |  | Registrants 1998 Stock Option Plan. (9)                                                                                                                                                                      
|      |  |   |  |                                                                                                                                                                                                               
|10.3  |  | * |  | Registrants 2001 Stock Option Plan. (15)                                                                                                                                                                     
|      |  |   |  |                                                                                                                                                                                                               
|10.4  |  | * |  | Form of Indemnification Agreement. (4)                                                                                                                                                                        
|      |  |   |  |                                                                                                                                                                                                               
|10.5  |  | * |  | Management Agreement dated as of January 1, 1998 between Registrant and Trivest, Inc. (10)                                                                                                                    
|      |  |   |  |                                                                                                                                                                                                               
|10.6  |  | * |  | Agreement dated as of January 1, 1998 by and among Registrant,
Trivest II, Inc., Earl W. Powell and Phillip T. George, M.D.(10)                                                                               
|      |  |   |  |                                                                                                                                                                                                               
|10.7  |  |   |  | Assignment and Assumption of Lease between Registrant and Trivest
II, Inc. (11)                                                                                                                               
|      |  |   |  |                                                                                                                                                                                                               
|10.8  |  |   |  | Settlement Agreement by and between Mobil Oil Corporation and
Linear Films, Inc. of Civil Action No. 87 civ. 874-B in the Northern
District of Oklahoma, effective as of February 21, 1992. (2)               
|      |  |   |  |                                                                                                                                                                                                               
|10.9  |  |   |  | License Agreement by and between Mobil Oil Corporation and Linear
Films, Inc. for use of U.S. Patent No. 4,518,654, effective as of
February 21, 1992. (2)                                                    
|      |  |   |  |                                                                                                                                                                                                               
|10.10 |  |   |  | Loan Agreement between Arkansas Development Finance Authority and
Atlantis Plastics Injection Molding, Inc. (formerly known as Cyanede
Plastics, Inc.), dated March 18, 1992. (3)                             
|      |  |   |  |                                                                                                                                                                                                               
|10.11 |  |   |  | Promissory Note from Atlantis Plastics Injection Molding, Inc.
(formerly known as Cyanede Plastics, Inc.), to the Arkansas
Development Finance Authority, in the amount of $1,600,000, dated
June 1, 1992. (3)
|      |  |   |  |                                                                                                                                                                                                               
|10.12 |  |   |  | Office Lease, dated as of April 1, 1992, between Euram/1870
Exchange Associates and National Poly Products, Inc. (3)                                                                                          
|      |  |   |  |                                                                                                                                                                                                               
|10.13 |  |   |  | First Extension of lease agreement between Euram/1870 Exchange
Associates and Atlantis Plastic Films, Inc., dated May 14, 1997. (8)                                                                           
|      |  |   |  |                                                                                                                                                                                                               
|10.14 |  |   |  | First Amendment of lease agreement between 1870 Exchange
Associates and Atlantis Plastic Films, Inc., dated February 27, 2002.(15)                                                                            
|      |  |   |  |                                                                                                                                                                                                               
|10.15 |  |   |  | Lease with option to purchase Real Estate between Atlantis Plastic
Films, Inc. and the City of Mankato, Minnesota, dated as of March 2,
1995. (5)                                                             
|      |  |   |  |                                                                                                                                                                                                               
|10.16 |  | * |  | Registrants Deferred Compensation Plan, incorporated by
reference and filed with the Registrants Form S-8 filed April 5,
2000 (no. 333-34050). (12)                                                         
|      |  |   |  |                                                                                                                                                                                                               
|10.17 |  |   |  | Lease between Principal Life Insurance Company and Atlantis
Plastic Films, Inc., dated as of March 8, 2000. (13)                                                                                              

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|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|----- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 |  |  |  | Guaranty of Lease by Registrant of the obligations of Atlantis
Plastic Films, dated as of March 8, 2000. (13)                                                                                                                                                                                                                                                                                
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.19 |  |  |  | Master Security Agreement between Atlantis Plastics Inc. and
Atlantis Plastic Films Inc., as debtor and General Electric Capital
Corporation, as secured party, dated as of November 7, 2001. (14)                                                                                                                                                                                           
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.20 |  |  |  | Amendment to Master Security Agreement between Atlantis Plastics
Inc. and Atlantis Plastic Films Inc., as debtor and General Electric
Capital Corporation, as secured party, dated as of November 7, 2001.
(14)                                                                                                                                                                              
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.21 |  |  |  | Lease Extension between Extrusion Masters, Inc. and E.E.E.
Properties, dated as of October 30, 2001.(15)                                                                                                                                                                                                                                                                                     
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.22 |  |  |  | Executive Employment Agreement by and between Atlantis Plastics,
Inc. and Anthony F. Bova, dated December 31, 2002.                                                                                                                                                                                                                                                                          
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.23 |  |  |  | Change in Control Agreement by and between Atlantis Plastics, Inc.
and Anthony F. Bova, dated December 31, 2002.                                                                                                                                                                                                                                                                             
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.24 |  |  |  | Credit Agreement dated as of December 27, 2002 by and among
Atlantis Plastic Films, Inc., Atlantis Molded Plastics, Inc.,
Atlantis Films, Inc., Rigal Plastics, Inc., Atlantis Plastics
Injection Molding, Inc., Pierce Plastics, Inc. and Extrusion Masters,
Inc. and General Electric Capital Corporation and CIBC World Markets
Corp. and other financial institutions as a party thereto.
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|10.25 |  |  |  | Management Agreement by and between Atlantis Plastics, Inc. and
Trivest Partners, L.P. dated January 1, 2003.                                                                                                                                                                                                                                                                                
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|21.1  |  |  |  | Registrants Subsidiaries. (15)                                                                                                                                                                                                                                                                                                                                                              
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|23.1  |  |  |  | Consent of Ernst & Young LLP relating to the Companys Registration
Statements on Form S-8 (No. 333-85866, No. 333-63855, No. 333-34197,
and No. 333-34050)                                                                                                                                                                                                                                  
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|99.1  |  |  |  | CEO Certification Pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                   
|      |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                              
|99.2  |  |  |  | CFO Certification Pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                   

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##### Table of Contents





| | (1)  |  | Incorporated by reference to the exhibits filed with the
Registrants Form 8-B filed June 7, 1994.                                           
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2)  |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 1991.       
|
| | (3)  |  | Incorporated by reference to the exhibits filed with the
Registrants registration statement on Form S-2 (33-53152).                         
|
| | (4)  |  | Incorporated by reference to the exhibits filed with the
Registrants Report on Form 8-K filed June 3, 1994.                                 
|
| | (5)  |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 1994.       
|
| | (6)  |  | Incorporated by reference to the exhibits and filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
|
| | (7)  |  | Incorporated by reference to Exhibit A filed with the Registrants
Schedule 14A filed on April 29, 1997.                                     
|
| | (8)  |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 1997.       
|
| | (9)  |  | Incorporated by reference to Exhibit A filed with the
Registrants Schedule 14A filed on April 17, 1998.                                     
|
| | (10) |  | Incorporated by reference to the exhibits filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.    
|
| | (11) |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 1998.       
|
| | (12) |  | Incorporated by reference to the exhibits filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.    
|
| | (13) |  | Incorporated by reference to the exhibits filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.     
|
| | (14) |  | Incorporated by reference to the exhibits filed with the
Registrants Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001.
|
| | (15) |  | Incorporated by reference to the exhibits filed with the
Registrants Annual Report on Form 10-K for the year ended December
31, 2001.       

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