<PAGE>

                                  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, 2001
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________ to _____________

                          Commission file number 1-9487

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

                     Florida                                 06-1088270
   ----------------------------------------------        -------------------
          (State or other jurisdiction                    (I.R.S. Employer
        of incorporation or organization)                Identification No.)

   1870 The Exchange, Suite 200, Atlanta, Georgia               30339
   ----------------------------------------------        -------------------
    (Address of principal executive offices)                 (Zip Code)

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

           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,                    American Stock Exchange
         $.10 par value per share                   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 (ss.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. [x]

      The aggregate market value of shares of Class A Common Stock held by
non-affiliates of the registrant as of February 28, 2002, was approximately
$13,486,127 based on a $3.55 average of the high and low sales prices for the
Class A Common Stock on the American Stock Exchange on such date. 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,
2002 were 4,963,942 and 2,570,191, 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.

                                Page 1 of 45

                      Exhibit index located on page 45

<PAGE>

                             ATLANTIS PLASTICS, INC.
                           ANNUAL REPORT ON FORM 10-K
                       FISCAL YEAR ENDED DECEMBER 31, 2001
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                        Part I

Item 1.  Business............................................................  3

Item 2.  Properties.......................................................... 10

Item 3.  Legal Proceedings................................................... 10

Item 4.  Submission of Matters to a Vote of Security Holders................. 10

                                     Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters ............................................................ 11

Item 6.  Selected Financial Data............................................. 12

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................... 13

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.......... 17

Item 8.  Financial Statements and Supplementary Data......................... 18

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure................................................ 36

                                  Part III

Item 10. Directors and Executive Officers of the Registrant.................. 36

Item 11. Executive Compensation.............................................. 36

Item 12. Security Ownership of Certain Beneficial Owners and Management...... 36

Item 13. Certain Relationships and Related Transactions...................... 36

                                       Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ... 36

Signatures................................................................... 44

                                       -2-

<PAGE>

                                     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 the Company 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 products or services of the Company; assessments of materiality;
predictions of future events; the ability to obtain additional financing; the
Company's ability to meet obligations as they become due; the impact of pending
and possible litigation; as well as assumptions relating to the foregoing. In
addition, when used in this discussion, the words "anticipates," "believes,"
"estimates," "expects," "intends," "plans" and similar expressions are intended
to identify forward-looking statements. Forward-looking statements are
inherently subject to risks and uncertainties, including, but not limited to,
the impact of leverage, dependence on major customers, fluctuating demand for
the Company's products, risks in product and technology development, fluctuating
resin prices, competition, litigation, labor disputes, capital requirements, and
other risk factors detailed in the Company's Securities and Exchange Commission
filings, some of which cannot be predicted or quantified based on current
expectations.

      Consequently, future events and actual results could differ materially
from those set forth in, contemplated by, or underlying the forward-looking
statements. 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. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

ITEM 1. BUSINESS

Overview

      Atlantis Plastics, Inc. ("Atlantis" or the "Company") is a leading U.S.
plastics manufacturer consisting of two operating segments: (i) Atlantis Plastic
Films, which produces polyethylene stretch and custom films used in a variety of
industrial and consumer applications, and (ii) Atlantis Molded Plastics, which
produces molded plastic products for a variety of applications, including
products and components for the appliance, automotive, building supply, and
recreational vehicle industries.

      Atlantis Plastic Films, which accounted for approximately 69% of the
Company's net sales in 2001, produces (i) stretch films, which are multilayer
plastic films that are used principally to wrap pallets of materials for
shipping or storage; (ii) custom film products, such as high-grade laminating
films, embossed films, and specialty film products targeted primarily to
industrial and packaging markets; and (iii) institutional products such as
aprons, gloves, and tablecloths that are converted from polyethylene films.

      Atlantis Molded Plastics, which accounted for approximately 31% of the
Company's net sales in 2001, consists of two principal technologies serving a
variety of specific market segments described as follows: (i) injection molded
thermoplastic parts that are sold primarily to original equipment manufacturers
and used in major household goods and appliances, power tools, agricultural and
automotive products, and (ii) a variety of custom and proprietary extruded
plastic parts for both trim and functional applications (profile extrusion) that
are incorporated into a broad range of consumer and commercial products such as
recreational vehicles, residential windows and doors, office furniture, building
supplies, and retail store fixtures.


                                      -3-

<PAGE>

Recent Developments

      During 2001, the Company completed construction on a new west coast
facility for the manufacture of stretch film in Fontana, California, which
expanded the Company's ability to more efficiently service the national market.
The Fontana facility began production in March 2001. Also in March 2001, the
Company completed installation of a new seven-layer coextrusion line at the
custom film facility in Mankato, Minnesota, which expanded the product
capabilities of the custom films business. The Company also expanded the
production capability of its new "Cedarway" siding product line by adding a
second production line in December 2001. Two additional siding production lines
are scheduled for installation in March and July 2002.

Strategy

      The principal elements of the Company's strategy include (1) increasing
the Stretch Film division's production capacity and market share, (2) continuing
to increase the coextrusion 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.

      The Company's business plans and goals for 2002 will emphasize the
following elements:

      Stretch Film. The division will focus on increasing its market share
through a national production capability, high quality reputation and unmatched
customer service. Operating cost leadership and relentless pursuit of customer
satisfaction will continue to be the Company's goal.

      Custom Film and Institutional Products. With the expanded capacity and
manufacturing capabilities in coextrusion film, the Custom Film division is
focusing its marketing and technical resources on the converter, banner, and
masking film markets, which utilize value-added coextrusion film and offer
higher gross margin opportunities. The Company expects expanded product
offerings in these targeted areas with new film structures to open additional
opportunities for growth and gross margin enhancement. The Institutional
Products division will focus on increased penetration of the primary
institutional product markets through expanded product offerings and reductions
in manufacturing costs as a result of further automation.

      Injection Molding. The Company's Injection Molding division will continue
to focus on productivity improvements through increased utilization of robotics,
waste reduction efforts, development of new product programs with key customers,
and expanding market penetration within the building products segment.

      Profile Extrusion. The Company's Extrusion business unit will focus on
process improvement, cost reductions, and volume growth in both custom and
proprietary extruded products through the introduction of new products.

Products

      Stretch Film. Atlantis manufactures multilayer stretch film used
principally to wrap pallets of material for storage or shipping. Secondary
applications include wrapping and product bundling of non-palletized products
such as primary raw materials, home construction materials, carpet rolls, and
office furniture. Stretch film is made from a combination of polyethylene resins
and other materials and is manufactured using both blown and cast extrusion
processes to meet rigid customer specifications. The resulting product is a very
thin film, which stretches up to 300%, clings to itself, and is puncture
resistant.


                                      -4-

<PAGE>

      Custom Film. Atlantis manufactures both low-density and linear low-density
polyethylene films for a wide variety of packaging applications involving
monolayer and coextruded structures. The following are among the division's most
significant products:

      -     Packaging and wrapping films. High clarity packaging films are used
            by packaging converters in the manufacture of multi-layer flexible
            packaging for food and non-food applications. Higher-strength
            packaging and wrapping films are used to wrap and package textiles,
            carpet, furniture, and mattresses.

      -     Lamination films. Lamination films are used in a broad array of
            applications, including film laminated to foam for carpet and
            automotive padding and film laminated to non-wovens for surgical
            draping and bib applications.

      -     Carrier / release films. Carrier/ release films are used in a
            variety of applications, including embossed and smooth films for
            molding compound, foam, and rubber product in-process release and
            production applications. Molding compounds are used to produce high
            strength, lightweight aircraft, automobile, sports gear, and
            consumer durable components and products.

      -     Masking films. Masking films are used by polycarbonate, acrylic, and
            other plastic sheet type manufacturers to protect sheet surfaces.
            Sheet is used to produce a wide range of products including spa /
            bathware, construction materials and signage / point of purchase
            displays.

      -     Stretch hooder films. Hooder films provide complete 5-sided
            protection for shipment or outdoor storage of high-volume,
            industrial products.

      -     Coating films. Coating films are used by adhesive coaters to produce
            tape, surface protection, label, and other adhesive coated product
            types.

     Institutional Products: Under the Sta-Dri(R) brand name, Atlantis produces
a variety of consumable products for the food service, party supply and school /
collegiate markets. Products produced include table covers, gloves, aprons,
bibs, food bags, food covers, food liners, and other complementary accessories.

      Injection Molding. Atlantis produces custom thermoplastic parts by using
an injection molding process. These parts are used in large and small appliances
such as refrigerators, air conditioners, dehumidifiers, dishwashers, and
microwave ovens, as well as agricultural, automotive, building products, and
hand-held power tools.

      Approximately 42% of the molded products segment's net sales, or 13% of
the Company's total net sales, were to Whirlpool in 2001. The Injection Molding
division has been a supplier to Whirlpool for over 40 years. See Item 1,
"Business - Factors That May Affect Future Results - Dependence on Customers."

      In addition, the Injection Molding division designed and manufactures a
proprietary "half round" accent panel, which is used as decorative,
architectural detail siding for the residential construction market. The Company
has also developed a "cedar shake" panel for siding applications, which is a
cost-effective, easy-to-install alternative to wood and aluminum siding
products.

      Profile Extrusion. Atlantis produces a variety of extruded plastic parts
for both trim and functional applications that are incorporated into a broad
range of consumer and commercial products, including products used in the
recreational vehicle, mobile home, residential door and window, office
furniture, and appliance industries. The profile extrusion unit utilizes
approximately 2,000 different dies in fulfilling customer orders and currently
maintains a stock program for approximately 280 recreational vehicle-related
components. In 2001, the Profile Extrusion division also manufactured and sold a
line of proprietary building products consisting of 20 product offerings, which
accounted for 13% of the division's net sales, or 1% of the Company's total net
sales.


                                      -5-

<PAGE>

Sales and Marketing

      Stretch Film. The Company's stretch film products are sold primarily by
direct sales personnel to industrial packaging distributors and, to a lesser
degree, to end-users. Because a majority of its products are sold to
distributors, Atlantis places particular emphasis on assisting distributors in
sales to end-users.

      Custom Film. Atlantis has an internal sales staff to market its custom
film products. The sales force works closely with the Company's 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.

      Injection Molding. The injection molding unit 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 ("SPC") systems enable it to meet these established quality standards on
a cost-efficient basis. Management believes that its ability to offer SPC
quality assurance, as well as value-added secondary operations such as hot
stamping, silk screening, and assembly provide a competitive advantage in
selling to national accounts. Company personnel generate the majority of sales.
Independent sales representatives, calling primarily on industrial customers in
the Midwest, account for the balance.

      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. Atlantis supplies 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. Atlantis manufactures its stretch film products at three
plants located in Sapulpa, Oklahoma; Nicholasville, Kentucky; and Fontana,
California. Atlantis purchases several types of linear low-density resins and
other materials to manufacture its stretch film products.

      Custom Film. Atlantis manufactures its 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. Atlantis also converts film
into institutional products such as plastic gloves, aprons, and tablecloths at
its manufacturing facility located in Mankato. With vertical integration of film
supply and continued capital investment in automation, the Company believes that
this business unit enjoys a low-cost leadership position.

      Injection Molding. Atlantis operates molding presses ranging from 30 to
1,000 tons and related secondary equipment at five plants located in Henderson,
Kentucky; Ft. Smith, Arkansas; Warren, Ohio; LaVergne, Tennessee; and Jackson,
Tennessee. This variety of equipment configurations and plant locations enables
the Company to fulfill customer requirements, including multiple components,
various press sizes, and secondary operations.

      The Company's 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.
Management believes that the relatively long production cycles for its 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. The Company has multiple sources of supply for these
materials.

      Profile Extrusion. Atlantis manufactures its extruded plastic parts at its
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. Atlantis believes that it
has adequate sources available to meet these raw material needs.

      The raw materials used by the Company in the manufacture of its products
are various plastic resins, primarily polyethylene. The Company selects its
suppliers on the basis of quality, price, technical support, and service. The
Company has


                                      -6-

<PAGE>

contracts with resin manufacturers, which allow it to achieve what it believes
to be the best combination of price, resin availability, and new product
development support. Management believes its relationships with its resin
suppliers are good. The Company does not hedge the purchase of its raw
materials. Virtually all of the Company's plastic resin supplies are
manufactured within the United States. Although the plastics industry has from
time to time experienced shortages of plastic resins, the Company has not to
date experienced any such shortages. Management believes that there are adequate
sources available to meet its raw material needs.

      The Company uses over 300 million pounds of plastic resins annually.
Management believes that the Company's large volume purchases of plastic resin
have generally resulted in lower net raw material costs and enabled it to obtain
shipments of raw materials even in periods of short supply.

The primary plastic resins used by the Company 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 2001 period. See
Item 1, "Business - Factors That May Affect Future Results - Fluctuations in Raw
Material Prices."

Competition

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

      Atlantis 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. Management believes
the Atlantis Plastic Films units successfully compete on the basis of its
established reputation for service and quality, as well as its position as an
efficient, low-cost producer.

      Atlantis Molded Plastics 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. Management believes
that the Atlantis Molded Plastics units successfully compete based on its
ability to offer extensive customer service, manufacturing efficiencies, and a
wide variety of products.

Backlog

      The Company's total backlog at December 31, 2001 was approximately $18.4
million, compared to approximately $14.1 million at December 31, 2000.
Management does 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 adjustments.

Employees

      As of December 31, 2001, the Company employed approximately 1,243 persons,
compared with approximately 1,260 persons at December 31, 2000. The Company
believes that relations with its employees are satisfactory.

Patents and Trademarks

      The Company has registered various trademarks with the United States
Patent and Trademark Office and certain overseas trademark regulatory agencies.
The Company also has applications pending for the registration of patents and
other trademarks. Management believes that the Company's trademark position is
adequately protected in all markets in which the Company does business. Atlantis
Plastic Films produces certain stretch film products under non-exclusive
licenses granted by Mobil Oil Corporation, which are coterminous with the
duration of Mobil'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 manufactured by the Company or otherwise adversely affect
the demand for its products. At present, environmental laws and regulations do
not have a material adverse effect upon the demand for the Company's


                                      -7-

<PAGE>

products. Certain local governments have adopted ordinances prohibiting or
restricting the use or disposal of certain plastic products that are among the
types produced by the Company.

      In addition, certain of the Company's 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, the Company has not had to make significant capital expenditures
for compliance with such laws and regulations.

      While the Company cannot predict with any certainty its future capital
expenditure requirements for environmental regulatory compliance because of
continually changing compliance standards and technology, the Company has not
currently identified any of its facilities as requiring major expenditures for
environmental remediation or to achieve compliance with environmental
regulations. Accordingly, the Company has 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 the Company's 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, business, financial
condition, and results of operations would likely suffer and the trading price
of the Company's common stock could fall.

      In addition, the following factors could cause the Company's 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, 2001, the Company had approximately $88.9 million of
outstanding indebtedness, approximately $0.9 million in cash and cash
equivalents, and an additional approximately $7.2 million of unused availability
under its revolving credit facility, net of outstanding letters of credit. The
Company's high debt level presents substantial risks and could have negative
consequences. For example, it could (1) require the Company to dedicate a
substantial portion of its cash flow from operations to repayment of debt,
limiting the availability of cash for other purposes; (2) increase the Company's
vulnerability to adverse general economic conditions by making it more difficult
to borrow additional funds to maintain its operations if the Company suffers
shortfalls in net sales; (3) hinder the Company's flexibility in planning for,
or reacting to, changes in its business and industry by preventing the Company
from borrowing money to upgrade its equipment or facilities; and (4) limit or
impair the Company's ability to obtain additional financing in the future for
working capital, capital expenditures, acquisitions, or general corporate
purposes.

      The revolving credit facility expires January 31, 2003, and there can be
no assurance that the commitment will be renewed or extended, or that another
source of financing will be available to the Company on satisfactory terms. In
addition, Atlantis is exploring alternatives to refinance its long-term debt,
including approximately $49.3 million of its 11% Senior Notes due February 2003.
In the event that the Company's cash flow from operations is not sufficient to
fund the Company's expenditures or to service its indebtedness, the Company
would be required to raise additional funds through the sale of assets,
subsidiaries or the sale of equity. There can be no assurance that any of these
sources of funds would be available in amounts sufficient for the Company to
meet its obligations. Moreover, even if the Company were able to meet its
obligations, its highly leveraged capital structure could significantly limit
its ability to finance its expansion program and other capital expenditures, to
compete effectively, or to operate successfully under adverse economic
conditions.


                                      -8-

<PAGE>

Fluctuation in Raw Material Prices

      The primary raw materials used by the Company in the manufacture of its
products are various plastic resins, primarily polyethylene. The Company's
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 the Company attempts to
pass through changes in the cost of its raw materials to its customers in the
form of price increases, there is no assurance that the Company will be able to
do so. To the extent that increases in the cost of plastic resin cannot be
passed on to its customers, or that the duration of time lags associated with a
pass through becomes significant, such increases may have a material adverse
effect on the profitability of the Company. Furthermore, during periods when
resin prices are falling, gross profits may suffer, as the Company will be
selling products manufactured with resin purchased one to two months prior at
higher prices.

Dependence on Customers

      Approximately 42% of the molded products segment's net sales, or 13% of
the Company's net sales, were to Whirlpool in 2001. Although the Injection
Molding division has been a supplier to Whirlpool for over 40 years, a
significant reduction in Whirlpool's volume, or the loss of Whirlpool as a
customer, would have a material adverse effect on the Company's financial
condition and results of operations.

Competition

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

      Atlantis 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.

      Atlantis Molded Plastics 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 the Company will continue to compete
successfully in the markets for its 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 manufactured by the Company or otherwise
adversely affect the demand for its products. Certain local governments have
adopted ordinances prohibiting or restricting the use or disposal of certain
plastic products that are among the types produced by the Company. If such
prohibitions or restrictions were widely adopted, it could have a material
adverse effect upon the Company. In addition, a decline in consumer preference
for plastic products due to environmental considerations could have a material
adverse effect upon the Company.

      In addition, certain of the Company's 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 the Company cannot predict with any certainty its future capital
expenditure requirements for environmental regulatory compliance because of
continually changing compliance standards and technology, the Company has not
currently identified any of its facilities as requiring major expenditures for
environmental remediation or to achieve compliance with environmental
regulations. Accordingly, the Company has not accrued any amounts relating to
achieving compliance with currently promulgated environmental laws and
regulations. The Company does not currently have any insurance coverage for
environmental liabilities and does not anticipate obtaining such coverage in the
future.


                                      -9-

<PAGE>

ITEM 2. PROPERTIES

      The Atlanta 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 owned or leased
by the Company as of December 31, 2001. Substantially all of the owned
facilities are pledged as collateral for debt. Management believes that the
Company's manufacturing facilities are adequate to meet current needs and
increases in sales volume for the foreseeable future.

Segment and Location                                     Owned or  Building Area
                                                          Leased   (square feet)
                                                          ------   -------------
Atlantis Plastic Films:
Stretch Film, Sapulpa, Oklahoma.........................   Owned      114,400
Stretch Film, Nicholasville, Kentucky...................   Owned      130,000
Stretch Film, Fontana, California.......................   Leased      95,080
Custom Film, Mankato, Minnesota.........................   Owned      140,000
Institutional Products, Mankato, Minnesota..............   Leased      65,000
Custom Film, Cartersville, Georgia......................   Leased      58,500

Atlantis Molded Plastics:
Injection Molding, Henderson, Kentucky..................   Owned      118,000
Injection Molding, Jackson, Tennessee...................   Owned       56,000
Injection Molding, Ft. Smith, Arkansas..................   Owned      158,500
Injection Molding, Warren, Ohio.........................   Owned       54,000
Injection Molding, LaVergne, Tennessee..................   Leased      38,000
Profile Extrusion, Elkhart, Indiana.....................   Owned       88,000
Profile Extrusion, Elkhart, Indiana.....................   Leased      35,200

ITEM 3. LEGAL PROCEEDINGS

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

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

      (A) The Registrant held a Special Meeting of Shareholders on December 6,
2001.
      (B) Not required
      (C) The matter voted on at the Special Meeting of Shareholders, and the
tabulation of votes on such matter are as follows.

                      ADOPTION OF THE 2001 STOCK OPTION PLAN

          VOTE                               FOR         AGAINST         ABSTAIN
--------------------------------------------------------------------------------
CLASS A COMMON STOCK                   2,376,056         332,338          14,595
CLASS B COMMON STOCK *                20,913,410              --       1,464,550
--------------------------------------------------------------------------------
          TOTAL                       23,289,466         332,338       1,479,145
--------------------------------------------------------------------------------

      * 2,237,796 shares of Class B stock were voted, and Class B holders get 10
votes per share.

      (D) Not applicable


                                      -10-

<PAGE>

                                        PART II

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

      The Company's 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 2000 and 2001:

                                     High          Low
                                     ----          ---
           2000
           First Quarter          $  14.00     $   7.25
           Second Quarter             9.25         5.38
           Third Quarter              6.38         5.00
           Fourth Quarter             5.06         2.88

           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 the Company's 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, 2002, there were 180 holders of record of Class A
Common Stock and 30 holders of record of the Class B Common Stock.

Common Stock

      In November 1996, the Board of Directors authorized the repurchase of up
to 1,000,000 shares of Atlantis' Class A Common Stock, or 14% of the 7.1 million
shares of Class A and Class B Common Stock then outstanding. During 2001, the
Company repurchased 1,940 shares for total consideration of $8,500. Through
December 31, 2001, the Company had repurchased 751,238 shares and options for
55,125 shares of its common stock for total consideration of $7.7 million. In
March 2001, the Board of Directors approved the termination of the stock
repurchase program.

Dividends

      The Company did not declare or pay any dividends for the year ended
December 31, 2001 and does not anticipate paying any cash dividends in the
foreseeable future. Additionally, the Company's outstanding 11% Senior Notes due
February 2003 and senior credit facility restrict the Company's ability to pay
dividends. The Company presently intends to retain any future earnings to
finance future operations and expansion of its business and to reduce
indebtedness.


                                      -11-

<PAGE>

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

      The selected consolidated financial data should be read in conjunction
with the Company's Consolidated Financial Statements and the Notes thereto
included in Item 8, and Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

<TABLE>
<CAPTION>
Years Ended December 31,                           2001       2000       1999       1998       1997
---------------------------------------------------------------------------------------------------
(in millions, except per share data)
<S>                                            <C>        <C>        <C>        <C>        <C>
Operating Data
    Net Sales                                  $  247.8   $  250.3   $  254.1   $  250.8   $  256.1
    Income from Continuing Operations               0.3        0.2        9.2        6.7        0.3
    Net Income                                      0.7        0.2        9.2        6.3        0.4

Per Share Data
    Income from Continuing Operations
       Basic Earnings per Common Share         $   0.04   $   0.03   $   1.23   $   0.90   $   0.04
       Diluted Earnings per Common Share       $   0.04   $   0.03   $   1.18   $   0.87   $   0.04
    Net Income
       Basic Earnings per Common Share         $   0.10   $   0.03   $   1.23   $   0.85   $   0.06
       Diluted Earnings per Common Share       $   0.10   $   0.03   $   1.18   $   0.81   $   0.05

Financial Data
    Total Assets                               $  169.6   $  175.5   $  170.7   $  158.7   $  170.9
    Total Debt                                     88.9       98.6       91.7       87.2      105.1
    Cash Dividends Declared per Common Share   $     --   $     --   $     --   $     --   $     --
</TABLE>


                                      -12-

<PAGE>

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

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

      Net sales, gross profit, and operating income for the years ended December
31, 2001, 2000, and 1999, were as follows:

<TABLE>
<CAPTION>
Years Ended December 31,                                            2001                     2000                   1999
------------------------------------------------------------------------------------------------------------------------------------
Net Sales                                                   Amount    % Net Sales    Amount    % Net Sales    Amount    % Net Sales
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>  <C>                 <C>  <C>                 <C>
Atlantis Plastic Films                                     $ 170,720           69%  $ 174,903           70%  $ 177,147           70%
Atlantis Molded Plastics                                      77,094           31%     75,362           30%     76,908           30%
------------------------------------------------------------------------------------------------------------------------------------
     Total                                                 $ 247,814          100%  $ 250,265          100%  $ 254,055          100%
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Gross Profit                                                  Amount   %Net Sales      Amount   %Net Sales      Amount   %Net Sales
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>  <C>                 <C>  <C>                 <C>
Atlantis Plastic Films                                     $  26,416           15%  $  23,650           14%  $  35,124           20%
Atlantis Molded Plastics                                      12,332           16%     13,450           18%     14,988           19%
------------------------------------------------------------------------------------------------------------------------------------
     Total                                                 $  38,748           16%  $  37,100           15%  $  50,112           20%
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Operating Income                                              Amount  % Net Sales      Amount  % Net Sales      Amount  % Net Sales
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>  <C>                 <C>  <C>                 <C>
Atlantis Plastic Films                                     $   6,914            4%  $   6,066            3%  $  18,172           10%
Atlantis Molded Plastics                                       3,955            5%      5,299            7%      6,813            9%
------------------------------------------------------------------------------------------------------------------------------------
     Total                                                 $  10,869            4%  $  11,365            5%  $  24,985           10%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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. Atlantis' 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 Atlantis' 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. Atlantis' films segment's gross profit was 15% in
2001, compared with 14% in 2000. The increase was primarily due to increases in
sales volumes. In the Company's 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.

Selling, General, and Administrative Expense

      The Company's selling, general, and administrative ("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 films segment and increased
health insurance costs.


                                      -13-

<PAGE>

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 the Company's 11% Senior Notes, the
falling variable interest rates caused by the fall in LIBOR during 2001 and the
$9.7 million reduction in total debt realized by the Company.

      The Company's 2001 and 2000 effective income tax rate differed from the
applicable statutory rate primarily due to nondeductible goodwill amortization
and the effect of state income taxes.

Extraordinary Gain

      During 2001, the Company repurchased at a discount approximately $25.5
million of its 11% Senior Notes in the open market, which resulted in an
after-tax extraordinary gain of $421,000. 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.

Income

      As a result of the factors described above, operating income decreased to
$10.9 million, 4% of net sales, in 2001, compared with $11.4 million, 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

Comparison of Years Ended December 31, 2000 and 1999

Net Sales

      Net sales decreased to $250.3 million in 2000, compared with $254.1
million in 1999, a 1% decrease. Atlantis' films segment sales for 2000 were
$174.9 million compared with $177.1 million in 1999. Sales volume in films
(measured in pounds) declined 5% from 1999 levels due primarily to reductions in
customer inventory levels in both stretch and custom film products and continued
competitive pressure as a result of industry overcapacity. Molded products sales
declined 2% from the 1999 levels due primarily to weakness in the home building
and durable goods sectors in the second half of 2000.

Gross Profit

      Gross profit, as a percentage of net sales, decreased to 15% in 2000,
compared with 20% in 1999. Atlantis' films segment's gross profit was 14% in
2000, compared with 20% in 1999. The decrease was primarily due to resin price
increases that could not be passed on to customers and declines in sales volumes
that negatively affected gross margins. In the Company's molded products
segment, gross profit decreased to 18% in 2000, compared with 19% in 1999.

Selling, General and Administrative Expense

      The Company's SG&A expense increased to $25.7 million in 2000, compared
with $25.1 million in 1999, a 2% increase.


                                      -14-

<PAGE>

Net Interest Expense and Income Taxes

       Net interest expense increased to $10.2 million in 2000, compared with
$9.2 million in 1999, an 11% increase. This increase in net interest expense is
attributable to the increase in net debt resulting from the increased capital
expenditures associated with the Company's expansion plans and the purchase of
EMI.

        The Company's 2000 and 1999 effective income tax rate differed from the
applicable statutory rate primarily due to nondeductible goodwill amortization
and the effect of state income taxes.

Income

      As a result of the factors described above, operating income decreased to
$11.4 million in 2000 (5% of net sales) compared with $25.0 million in 1999 (10%
of net sales). Net income and basic and diluted earnings per share were as
follows:

                                      2000            1999
                                      ----            ----
Net income                           $0.2 million    $9.2 million
   Basic earnings per share          $0.03           $1.23
   Diluted earnings per share        $0.03           $1.18

LIQUIDITY AND CAPITAL RESOURCES

      The Company's working capital at December 31, 2001 totaled $7.3 million
(including cash and cash equivalents of $0.9 million), compared to $17.0 million
(including cash and cash equivalents of $2.4 million) at December 31, 2000. At
December 31, 2001, borrowings on the Company's $30.0 million revolving credit
facility were $21.5 million and unused availability, net of outstanding letters
of credit of approximately $1.3 million, totaled $7.2 million. The revolving
credit facility expires January 31, 2003, and there can be no assurance that the
commitment will be renewed or extended, or that another source of financing will
be available to the Company on satisfactory terms. As of February 28, 2002,
borrowings on this facility totaled $25.0 million and unused availability, net
of outstanding letters of credit of approximately $1.3 million, totaled $3.7
million. The Company's principal needs for liquidity, on both a short and
long-term basis, relate to working capital (principally accounts receivable and
inventories), debt service, and capital expenditures. The Company presently does
not have any material commitments for future capital expenditures and expects to
meet its short and long-term liquidity needs with cash on hand, funds generated
from operations, and funds available under its revolving credit facility. In
addition, Atlantis is exploring alternatives to refinance its long-term debt,
including approximately $49.3 million of its 11% Senior Notes due February 2003.
See Item 1, "Business-Factors That May Affect Future Results - Leverage".

      On November 7, 2001, the Company borrowed approximately $15 million from
General Electric Capital Corporation. The proceeds were used to satisfy the
February 2002 11% Senior Note sinking fund requirement and for repayment of
other debt. At February 28, 2002 the Company's current portion of long-term debt
was approximately $77.0 million, an increase of approximately $51.9 million from
December 31, 2001. This increase was the result of the reclassification from
long-term to current debt of the $49.3 million 11% Senior Notes due February
2003, a $3.5 million increase in borrowings on the Company's revolving credit
facility, offset by approximately $1.0 million in other debt repayments.

Cash Flows from Operating Activities

      Net cash provided by operating activities was approximately $15.2 million
in 2001, compared with $13.4 million in 2000. The difference between the
Company's net income in 2001 of $0.7 million and its $15.2 million operating
cash flow was primarily attributable to approximately $12.6 million of
depreciation and amortization, a $2.2 million decrease in inventories, and a
$1.2 million decrease in other current assets, a $2.0 million increase in
accounts payable and accrued expenses, offset by an approximately $3.7 million
increase in accounts receivable.


                                      -15-

<PAGE>

Cash Flows from Investing Activities

      Net cash used in investing activities in 2001 totaled $7.9 million,
compared with $20.2 million in 2000. The cash used in investing activities in
2001 includes approximately $7.8 million in capital expenditures.

Cash Flows from Financing Activities

      Net cash used in financing activities was $8.8 million in 2001, compared
with net cash provided by financing activities of $6.9 million in 2000. The cash
used in financing activities in 2001 reflects net borrowings under the revolving
credit facilities of $5.0 million and borrowings of $15.0 million in equipment
secured financing, partially offset by repayments and buybacks on long-term debt
of $28.9 million.

Critical Accounting Policies and Estimates

      Management's discussion and analysis of its 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. The preparation of these financial statements
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, management evaluates
its 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 our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

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.

Goodwill: Goodwill represents the excess of the purchase price over the fair
value of identifiable assets and liabilities of acquired businesses. Goodwill is
amortized on a straight-line basis over periods ranging from 15 to 40 years from
the date of the respective acquisitions. Accumulated amortization aggregated
approximately $22.5 million and $20.7 million at December 31, 2001 and 2000,
respectively.

      The carrying value of cost in excess of net assets acquired (goodwill) is
reviewed for impairment whenever events or changes in circumstances indicate
that it may not be recoverable. If such an event occurred, the Company would
prepare projections of future results of operations for the remaining
amortization period. If such projections indicated that the expected future net
cash flows (undiscounted and without interest) would become less than the
carrying amount, the Company would record an impairment loss in the period such
determination is made.

Inventories: Inventories are stated at the lower of cost (first-in, first-out)
or market. The Company records allowances for inventory, which becomes obsolete.

Recent Accounting Pronouncements

      In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, Business Combinations and
No. 142, Accounting for Goodwill and Other Intangibles ("SFAS 141 and SFAS
142"). SFAS 141 eliminated the use of pooling for business combinations after
June 30, 2001. Under SFAS 142 goodwill and indefinite-lived intangible assets
are no longer amortized but are reviewed annually (or more frequently if
impairment indicators arise) for impairment. Separable intangible assets such as
our customer lists that are not deemed to have an indefinite life will continue
to be amortized over their useful lives. Companies were required to immediately
adopt the amortization provisions of SFAS 142 as it relates to goodwill and
intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, companies are required to
adopt SFAS 142 in their fiscal year beginning after December 15, 2001. We
adopted SFAS 142 on January 1, 2002. The impact of the adoption as it relates to
existing goodwill is expected to be a reduction to amortization expense of $1.8
million during the years ended


                                      -16-

<PAGE>

December 31, 2002 and 2003.

      In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"). The Statement
supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, and supersedes the provisions of APB
Opinion 30, Reporting the Results of Operations-Discontinued Events and
Extraordinary Items, with regard to reporting the effects of a disposal of a
segment of a business. The Statement provides a single accounting model for
long-lived assets to be disposed of and significantly changes the criteria
required to classify an asset as held-for-sale. Under the Statement, more
dispositions will qualify for discontinued operations treatment in the statement
of income, which requires expected future operating losses from discontinued
operations to be displayed in discontinued operations in the period in which the
losses are incurred. The Statement is effective for fiscal years beginning after
December 15, 2001. We do not expect that the adoption of SFAS 144 will have a
material impact on our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company is exposed to market risk from changes in interest rates,
primarily as a result of its floating interest rate debt.

      The following table summarizes information on debt instruments. The table
presents expected maturity of debt instruments and projected annual average
interest rates. For variable rate debt instruments, average interest rates are
based on London Inter-Bank Offered (LIBOR), prime, and commercial paper rates as
of December 31, 2001. The fair market value of the Senior Notes is based on
quoted market price as of December 31, 2001. The carrying value of the Company's
other long-term debt approximates its fair market value.

                            Interest Rate Sensitivity
                Principal (Notional) Amount by Expected Maturity
                              Average Interest Rate
                                     ($ 000)

<TABLE>
<CAPTION>
                                                                                                                        Fair
                                                                                                                        Market
                                                                                                                      Value as of
                                       2002       2003       2004       2005       2006   Thereafter     Total     Dec. 31, 2001
                                       ----       ----       ----       ----       ----   ----------     -----     -------------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>          <C>         <C>
Senior Notes
-Maturity                            $      0   $ 49,325   $      0   $      0   $      0   $     0      $49,325     $ 49,202
-Average interest rate                     11%        11%

Other Long-Term Debt Fixed Rate
-Maturity                            $    179   $    126   $    136   $    143   $    151   $    49      $   784     $    784
-Average interest rate                   6.53%      6.58%      6.58%      6.58%      6.58%     6.58%

Other Long-Term Debt Variable Rate*
-Maturity                            $ 25,009   $  2,273   $  2,268   $  2,803   $  2,143   $ 4,285      $38,781     $ 38,781
-Average interest rate                   4.67%      4.56%      4.56%      4.56%      4.63%     4.63%
</TABLE>

*Based on LIBOR plus spreads of 1.75% to 2.75% and commercial paper plus 2.7%
(all rates as of December 31, 2001).


                                      -17-

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Management's Responsibility for Financial Reporting...........................19

Report of Independent Auditors................................................20

Consolidated Statements of Income For the Years Ended December 31, 2001,
2000, and 1999................................................................21

Consolidated Balance Sheets as of December 31, 2001 and 2000..................22

Consolidated Statements of Changes in Shareholders' Equity For the Years
Ended December 31, 2001, 2000, and 1999.......................................23

Consolidated Statements of Cash Flows For the Years Ended December 31,
2001, 2000, and 1999..........................................................24

Notes to Consolidated Financial Statements....................................25


                                   -18-

<PAGE>

            MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

      The Company's management is responsible for the preparation of the
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           /s/ Paul G. Saari
       President and Chief           Senior Vice President of Finance and
         Executive Officer               Chief Financial Officer


                                   -19-

<PAGE>

                       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, 2001 and 2000, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for the
three years in the period ended December 31, 2001. Our audits included the
financial statement schedule listed in the Index at Item 14(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, 2001 and 2000, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2001, 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.

                                                /s/  Ernst & Young LLP

Atlanta, Georgia
February 1, 2002


                                   -20-

<PAGE>

                     CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
(dollars in thousands, except per share amounts)                           2001           2000           1999
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>            <C>
Net sales                                                           $    247,814   $    250,265   $    254,055

Cost of sales                                                            209,066        213,165        203,943
--------------------------------------------------------------------------------------------------------------
Gross profit                                                              38,748         37,100         50,112

Selling, general and administrative expenses                              26,101         24,141         23,555
Goodwill amortization                                                      1,778          1,594          1,572
--------------------------------------------------------------------------------------------------------------
Operating income                                                          10,869         11,365         24,985

Net interest expense                                                       9,410         10,224          9,186
--------------------------------------------------------------------------------------------------------------
Income before provision for income taxes                                   1,459          1,141         15,799

Provision for income taxes                                                 1,157            949          6,557
--------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                             302            192          9,242

Extraordinary gain on early extinguishment of debt,
    net of income taxes of $218                                              421             --             --
--------------------------------------------------------------------------------------------------------------
 Net income                                                         $        723   $        192   $      9,242
==============================================================================================================

Earnings per share - Basic
Income before extraordinary item                                    $       0.04   $       0.03   $       1.23
Extraordinary gain on early extinguishment of debt,
  net of income taxes                                                       0.06             --             --
Net income                                                          $       0.10   $       0.03   $       1.23

Weighted average number of shares used in
  computing basic earnings per share (in thousands)                        7,532          7,520          7,526

Earnings per share - Diluted
Income before extraordinary item                                    $       0.04   $       0.03   $       1.18
Extraordinary gain on early extinguishment of debt,
  net of income taxes                                                       0.06             --             --
Net income                                                          $       0.10   $       0.03   $       1.18

Weighted average number of shares used in
  computing diluted earnings per share (in thousands)                      7,535          7,619          7,863
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.


                                   -21-

<PAGE>

                        CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   December 31,
(dollars in thousands, except per share amounts)                                  2001         2000
----------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>
ASSETS
Cash and cash equivalents                                                     $     937    $   2,445
Accounts receivable, less allowance for doubtful accounts
  and returned items of $1,072 in 2001 and $1,472 in 2000                        28,925       25,227
Inventories                                                                      16,112       18,346
Other current assets                                                              5,710        6,907
Deferred income tax asset                                                         2,437        2,388
----------------------------------------------------------------------------------------------------
  Total current assets                                                           54,121       55,313

Property and equipment, net                                                      69,067       71,846
Goodwill, net of accumulated amortization                                        46,402       48,133
Other assets                                                                         13          511
----------------------------------------------------------------------------------------------------
  Total assets                                                                $ 169,603    $ 175,803
====================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses                                         $  21,589    $  19,329
Current portion of long-term debt                                                25,188       19,025
----------------------------------------------------------------------------------------------------
  Total current liabilities                                                      46,777       38,354

Long-term debt, less current portion                                             63,702       79,534
Deferred income taxes                                                            12,049       11,551
Other liabilities                                                                    12           51
----------------------------------------------------------------------------------------------------
  Total liabilities                                                             122,540      129,490

Commitments and contingencies                                                        --           --

Shareholders' equity:
  Class A Common Stock; $.10 par value; 20,000,000 shares authorized,
    4,961,662 and 4,856,846 shares issued and outstanding in 2001 and 2000          496          486
  Class B Common Stock; $.10 par value; 7,000,000 shares authorized,
     2,570,191 and 2,676,947 shares issued and outstanding in 2001 and 2000         257          268
  Additional paid-in capital                                                     10,677       10,679
  Notes receivable from sale of Common Stock                                     (1,589)      (1,625)
  Retained earnings                                                              37,222       36,505
----------------------------------------------------------------------------------------------------
    Total shareholders' equity                                                   47,063       46,313
----------------------------------------------------------------------------------------------------
    Total liabilities and shareholders' equity                                $ 169,603    $ 175,803
====================================================================================================
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.


                                   -22-

<PAGE>

         CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                   Notes                                 Total
                                           Class A      Class B    Additional    Received                                Share-
                                           Common       Common       Paid-In    For Sale of   Retained     Treasury     holders'
(dollars in thousands)                      Stock        Stock       Capital    Common Stock  Earnings       Stock       Equity
---------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>          <C>
Balance at January 1, 1999                $     454    $     292    $   9,436    $    (960)   $  29,482    $      --    $  38,704

 Net income                                      --           --           --           --        9,242           --        9,242
 Exercise of stock options
including tax benefits                           13           --          830           --           --           --          843

 Purchases of Class A Common Stock               --           --           --           --           --       (2,325)      (2,325)

 Cancellation of Class A Common Stock           (16)          --         (220)          --       (2,089)       2,325           --
 Conversion of Class B to Class A
    Common Stock                                 24          (24)          --           --           --           --           --
 Notes received for sale of
Common Stock                                     --           --           --         (450)          --           --         (450)
---------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1999                    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
=================================================================================================================================
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.


                                   -23-

<PAGE>

                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          Years Ended December 31,
(dollars in thousands)                                                                  2001        2000        1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>         <C>         <C>
Cash Flows From Operating Activities
Net income                                                                          $    723    $    192    $  9,242
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation                                                                      10,519       9,334       8,486
    Amortization of goodwill                                                           1,778       1,594       1,572
    Loan fee and other amortization                                                      303         522         390
    Interest receivable from shareholder loans                                          (104)       (140)       (100)
    Gain on early extinguishment of debt                                                (421)         --          --
    Loss on disposal of assets                                                            66         122          62
    Deferred income taxes                                                                449       1,097         109
    Change in assets and liabilities, net of acquisition of business:
         (Increase) decrease in accounts receivable                                   (3,698)      6,145      (5,747)
         Decrease (increase) in inventories                                            2,234        (476)     (2,638)
         Decrease (increase) in other current assets                                   1,197      (1,664)      1,128
         Increase (decrease) in accounts payable and accrued expenses                  2,042      (3,242)        675
         Decrease in other liabilities                                                   (39)        (44)       (449)
         Other, net                                                                      109           3          25
--------------------------------------------------------------------------------------------------------------------
Total adjustments                                                                     14,435      13,251       3,513
--------------------------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                                         15,158      13,443      12,755
Cash Flows From Investing Activities
Capital expenditures                                                                  (7,818)    (15,382)    (15,911)
Purchase of business                                                                     (47)     (4,864)         --
Proceeds from asset dispositions                                                          12          68          47
--------------------------------------------------------------------------------------------------------------------
    Net cash used in investing activities                                             (7,853)    (20,178)    (15,864)
Cash Flows from Financing Activities
Borrowings under revolving credit agreements                                          35,850      14,500      10,500
Repayments under revolving credit agreements                                         (30,850)     (5,100)     (3,400)
Equipment secured borrowings                                                          15,000          --          --
Payments on long-term debt                                                           (28,944)     (2,575)     (2,524)
Payments on notes receivable from shareholders                                           140         193          75
Purchases of common stock                                                                 (9)       (388)     (2,325)
Proceeds from exercise of stock options                                                   --         262         192
--------------------------------------------------------------------------------------------------------------------
    Net cash (used in) provided by financing activities                               (8,813)      6,892       2,518
Net (decrease) increase in cash and cash equivalents                                  (1,508)        157        (591)
Cash and cash equivalents at beginning of year                                         2,445       2,288       2,879
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                            $    937    $  2,445    $  2,288
====================================================================================================================
Supplemental disclosure of cash flow information Cash paid during the year for:
    Interest                                                                        $  9,203    $  9,799    $  9,287
    Income taxes                                                                    $   (556)   $  1,054    $  6,327
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.


                                   -24-

<PAGE>

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 Plastics Films and Atlantis Molded Plastics.

      Atlantis 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 which include high-grade laminating films,
embossed films, and specialty film products targeted primarily to industrial and
packaging markets.

      Atlantis Molded Plastics 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. 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.

Inventories: Inventories are stated at the lower of cost (first-in, first-out)
or market. The Company records allowances for inventory, which becomes obsolete.

Property and equipment: Property and equipment are carried at cost less
accumulated depreciation and amortization. The provisions for depreciation and
amortization have 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.

      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.

Goodwill: Goodwill represents the excess of the purchase price over the fair
value of identifiable assets acquired and liabilities assumed of acquired
businesses. Goodwill is amortized on a straight-line basis over periods ranging
from 15 to 40 years from the date of the respective acquisitions. Accumulated
amortization aggregated approximately $22.5 million and $20.7 million at
December 31, 2001 and 2000, respectively.

      Goodwill is reviewed for impairment whenever events or changes in
circumstances indicate that it may not be recoverable. If such an event
occurred, the Company would prepare projections of future results of operations
for the remaining amortization period. If such projections indicated that the
expected future net cash flows (undiscounted and without interest) would become
less than the carrying amount, the Company would record an impairment loss in
the period such determination is made.

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


                                   -25-

<PAGE>

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.

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.

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.

Financial instruments: The following methods and assumptions were used to
estimate the fair value of the financial instruments held by the Company: (1)
the fair value of current assets and current liabilities, including cash and
cash equivalents, accounts receivable, and accounts payable and accrued
liabilities approximates their carrying values due to the short maturity of the
instruments; and (2) the fair value of long-term debt (see Note 6) was
determined based on the quoted market price for the Company's 11% Senior Notes.
The fair value of the Company's total indebtedness at December 31, 2001 and 2000
was $88.9 million and $82.1 million, 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, 2001 represented 36% of the Company's net accounts receivable,
compared with 24% as of December 31, 2000 and 27% as of December 31, 1999. At
December 31, 2001, Whirlpool Corporation accounts receivable balance was
approximately $5.5 million, or 18.9% of the Company's total net trade accounts
receivable balance. At December 31, 2000, Whirlpool's balance was $3.5 million,
13.4% of the Company's total net accounts receivable.

Recent Accounting Pronouncements

      In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS 141, Business Combinations and SFAS 142, Accounting for Goodwill and Other
Intangibles ("SFAS 141 and SFAS 142"). SFAS 141 eliminated the use of pooling of
interests for business combinations after June 30, 2001. Under SFAS 142 goodwill
and indefinite lived intangible assets are no longer amortized but are reviewed
annually (or more frequently if impairment indicators arise) for impairment.
Separable intangible assets such as customer lists that are not deemed to have
an indefinite life will continue to be amortized over their useful lives.
Companies were required to immediately adopt the amortization provisions of SFAS
142 as it relates to goodwill and intangible assets acquired after June 30,
2001. With respect to goodwill and intangible assets acquired prior


                                   -26-

<PAGE>

to July 1, 2001, companies are required to adopt SFAS 142 in their fiscal
year beginning after December 15, 2001. The Company adopted SFAS 142 on
January 1, 2002. The impact of the adoption as it relates to existing
goodwill is expected to be a reduction to amortization expense of $1.8
million during the year ended December 31, 2002.

      In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"). The Statement
supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, and supersedes the provisions of APB
Opinion 30, Reporting the Results of Operations-Discontinued Events and
Extraordinary Items, with regard to reporting the effects of a disposal of a
segment of a business. The Statement provides a single accounting model for
long-lived assets to be disposed of and significantly changes the criteria
required to classify an asset as held-for-sale. Under the Statement, more
dispositions will qualify for discontinued operations treatment in the statement
of income, which requires expected future operating losses from discontinued
operations to be displayed in discontinued operations in the period in which the
losses are incurred. The Statement is effective for fiscal years beginning after
December 15, 2001. We do not expect that the adoption of SFAS 144 will have a
material impact on our financial statements

Note 2.  Acquisitions of Businesses and Assets

      In November 2000, Atlantis acquired the stock of Extrusion Masters, Inc.
(EMI) in Elkhart, Indiana for approximately $4.8 million. EMI is a custom
extruder of thermoplastic parts. The Company accounted for this acquisition as a
purchase. Accordingly, the Company recorded acquired assets and assumed
liabilities at fair value with the excess of such purchase price aggregating
$3.8 million allocated to goodwill. Goodwill is being amortized over 15 years.
The results of operations of EMI for the period from acquisition through
December 31, 2001 have been included in the Company's results of operations. The
results of operations of EMI for the period from January 1, 1999 through the
date of acquisition were not material to the Company.

Note 3. Inventories

      Inventories at December 31, 2001 and 2000 consisted of the following:

                                                        (in thousands)
                                                     2001              2000
---------------------------------------------------------------------------
Raw materials                                     $ 7,370           $ 9,102
Work in progress                                      167               107
Finished goods                                      8,575             9,137
---------------------------------------------------------------------------
Total                                             $16,112           $18,346
===========================================================================

Note 4. Property and Equipment

      Property and equipment at December 31, 2001 and 2000 consisted of the
following:

                                                        (in thousands)
                                                     2001              2000
---------------------------------------------------------------------------
Land                                              $ 2,206           $ 2,204
Building and improvements                          21,023            20,143
Office furniture and equipment                      8,509             8,383
Manufacturing equipment                           120,549           115,265
Vehicles                                              294               372
---------------------------------------------------------------------------
Total                                             152,581           146,367
Accumulated depreciation
   and amortization                               (83,514)          (74,521)
---------------------------------------------------------------------------
Net                                               $69,067           $71,846
===========================================================================


                                   -27-

<PAGE>

Note 5. Accounts Payable and Accrued Expenses

      Accounts payable and accrued expenses consisted of the following at
December 31, 2001 and 2000:

                                                        (in thousands)
                                                     2001              2000
---------------------------------------------------------------------------
Accounts payable                                  $ 7,080           $ 5,982
Accrued interest                                    2,108             3,344
Accrued compensation, vacation and profit
sharing                                             4,444             2,508
Accrued health and workers compensation
insurance                                           1,452             1,468
Customer deposits and
commissions                                         2,223             2,716
Income taxes payable                                  891                --
Other                                               3,391             3,311
---------------------------------------------------------------------------
Total                                             $21,589           $19,329
===========================================================================

Note 6. Long-term Debt

      Long-term debt consisted of the following at December 31, 2001 and
2000:

                                                        (in thousands)
                                                     2001              2000
---------------------------------------------------------------------------
Senior Notes                                      $49,325           $74,775
Revolving line of credit                           21,500            16,500
Other indebtedness                                 18,065             7,284
---------------------------------------------------------------------------
Total debt                                         88,890            98,559
Current portion of long-term debt                 (25,188)          (19,025)
---------------------------------------------------------------------------
Long-term debt                                    $63,702           $79,534
===========================================================================

      During 1993, the Company refinanced substantially all of its existing
indebtedness through a $100 million, 11% Senior Note offering due February 15,
2003 (the "Notes"), and borrowings under a $30 million revolving credit
facility. This revolving credit facility was renegotiated November 12, 2001 and
will expire January 31, 2003.

      The Notes could not be redeemed prior to February 15, 1998. Subsequent to
February 15, 1998 the Notes could be retired as follows: (i) from February 16,
2000 and until February 15, 2001, all or any portion of the Notes could be
redeemed at a redemption price of 101.375% of the principal amount, (ii) from
February 16, 2001 until February 15, 2002 all or any portion of the Notes may be
redeemed at 100% of the principal amount. The Company completed the mandatory
redemption of $24.8 million by February 15, 2002 and the $49.3 remaining balance
must be redeemed by February 15, 2003.

      During the year ended December 31, 2001, the Company repurchased at a
discount approximately $25.5 million of the 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.

      The Notes contain covenants that restrict the Company from paying
dividends, incurring new debt or taking certain other actions unless certain
financial covenants are met and maintained. In addition, the subsidiaries
guarantee the Notes.

      Under the terms of the revolving credit facility, the Company and its
subsidiaries are required to, among other things, maintain certain financial
ratios and minimum specified levels of net worth, refrain from paying dividends
unless certain


                                   -28-

<PAGE>

requirements are met, refrain from incurring certain additional indebtedness or
guaranteeing the obligations of others, and limit capital expenditures. At
December 31, 2001, the gross availability on the revolving credit facility
equaled $30.0 million. Unused availability, net of borrowings of $21.5 million
and outstanding letters of credit of approximately $1.3 million, totaled $7.2
million at December 31, 2001.

      Borrowings on the revolving credit facility are subject to a borrowing
base formula based on eligible collateral (accounts receivable, inventories, and
certain fixed assets of the subsidiaries). Interest is computed using either
LIBOR or prime-based rates plus a margin. The LIBOR and prime-based interest
rate margins on the facility are determined by a formula based upon the
Company's ratio of cash flow to net indebtedness. At December 31, 2001 the LIBOR
and prime rate margins were 2.75% and 1.0%, respectively. Based on the 30-day
LIBOR and prime rates at December 31, plus the respective margins, the December
31, 2001 rates were 4.63% and 5.75%.

      Other indebtedness of approximately $18.1 million consists of equipment
and other collateralized financings, industrial revenue bonds, and capitalized
lease obligations. At December 31, 2001 and 2000, the weighted-average interest
rates on these borrowings were 4.64% and 8.6% respectively, with 98% of the
total at floating interest rates, and the remainder at fixed interest rates as
of December 31, 2001. On November 7, 2001, the Company borrowed approximately
$15 million from General Electric Capital Corporation. The proceeds were used to
satisfy the February 2002 11% Senior Note sinking fund requirement and repayment
of other debt.

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

                   Year                        Amount
                   ----------------------------------
                   2002                       $25,188
                   2003                        51,724
                   2004                         2,404
                   2005                         2,946
                   2006                         2,294
                   Thereafter                   4,334
                   ----------------------------------
                   Total                      $88,890
                   ==================================

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.

      In November 1996, the Board of Directors authorized the repurchase of up
to 1,000,000 shares of Atlantis Class A Common Stock, or 14% of the 7.1 million
shares of Class A and Class B Common Stock then outstanding. Through December
31, 2001, the Company had repurchased 751,238 shares (including 210,244 shares
issued in connection with the conversion of Preferred Stock) and options for
55,125 shares, for total consideration of $7.7 million. In March 2001, the Board
of Directors approved the termination of the stock repurchase program.


                                      -29-

<PAGE>

Note 8. Income Taxes

      The provision for income taxes for the years ended December 31, 2001,
2000, and 1999, consisted of the following:

<TABLE>
<CAPTION>
(in thousands)                                                               2001      2000       1999
-------------------------------------------------------------------------------------------------------
<S>                                                                        <C>       <C>        <C>
Continuing operations                                                      $ 1,157   $   949    $ 6,557
Extraordinary gain                                                             218        --         --
-------------------------------------------------------------------------------------------------------
Total                                                                      $ 1,375   $   949    $ 6,557
-------------------------------------------------------------------------------------------------------

Current Federal income tax provision (benefit)                             $   722   $  (315)   $ 5,939
Deferred Federal income tax provision                                          449     1,121         86
State income tax provision                                                     204       143        532
-------------------------------------------------------------------------------------------------------
Total provision for income taxes                                           $ 1,375   $   949    $ 6,557
=======================================================================================================
</TABLE>

      The following table provides a reconciliation between the Federal income
tax rate and the Company's effective income tax rate for the years ended
December 31, 2001, 2000, and 1999:

<TABLE>
<CAPTION>
                                                                              2001      2000       1999
-------------------------------------------------------------------------------------------------------
<S>                                                                           <C>       <C>        <C>
Federal income tax rate                                                         34%       34%        34%
State income taxes                                                              14        12          4
Amortization of goodwill                                                        40        44          3
Other, net                                                                      (9)       (7)         1
-------------------------------------------------------------------------------------------------------
Effective income tax rate                                                       79%       83%        42%
</TABLE>

      At December 31, 2001 and 2000, deferred income tax assets and liabilities
consisted of the following:

<TABLE>
<CAPTION>
                                                                         (in thousands)
Deferred income tax liabilities-                                        2001        2000
------------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>
Excess of book over tax basis of
 property and equipment                                               $ 10,868    $ 10,528
Goodwill                                                                 1,143         993
Other, net                                                                  38          30
------------------------------------------------------------------------------------------
   Total deferred income tax liabilities                              $ 12,049    $ 11,551
------------------------------------------------------------------------------------------

Deferred income tax assets -
Reserves and accrued expenses not yet
 deductible for income tax purposes                                   $  2,195    $  2,229
Net operating loss carryforward                                            634         683
Capitalized inventory costs                                                242         159
------------------------------------------------------------------------------------------
                                                                      $  3,071    $  3,071
Valuation allowance                                                       (634)       (683)
------------------------------------------------------------------------------------------
Total deferred income tax assets                                      $  2,437    $  2,388
------------------------------------------------------------------------------------------
Deferred income taxes, net                                            $  9,612    $  9,163
==========================================================================================
</TABLE>


                                      -30-

<PAGE>

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.

      The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issues to Employees", and related interpretations in
accounting for options granted to employees and directors. Accordingly, no
compensation expense has been recognized for its stock-based compensation plans.
Pro forma information regarding net income and earnings per share is required by
SFAS No. 123, "Accounting for Stock-Based Compensation", which also requires
that the information be determined as if the Company has accounted for its
employee stock options granted subsequent to December 31, 1994 under the fair
value method of that Statement. The fair value of the options was estimated at
the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for 2001, 2000, and 1999,
respectively: dividend yield of 0% for all years; volatility of 0.51, 0.4 and
0.4 ; risk-free interest rates of 4.33%, 5.60%, and 5.00% and an expected life
of six years for all years.

      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.

      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):

                                          2001       2000       1999
----------------------------------------------------------------------
Pro forma net income                   $     576  $      83  $   8,925
Basic pro forma earnings per share     $    0.08  $    0.01  $    1.19
Diluted pro forma earnings per share   $    0.08  $    0.01  $    1.13


                                      -31-

<PAGE>

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

<TABLE>
<CAPTION>
                                                               2001       2000       1999
-----------------------------------------------------------------------------------------
<S>                                                           <C>        <C>        <C>
Options outstanding at January 1                              1,045      1,158      1,249
Granted                                                         398         95         47
Exercised                                                        --       (148)      (137)
Canceled                                                       (169)       (60)        (1)
-----------------------------------------------------------------------------------------
Options outstanding at December 31                            1,274      1,045      1,158
=========================================================================================
Weighted-average option prices per common share:
Options outstanding at January 1                            $  6.81    $  6.56    $  6.25
Granted                                                     $  4.71    $  4.73    $  8.81
Exercised                                                   $    --    $  3.49    $  4.52
Canceled                                                    $  6.91    $  6.89    $  9.75
-----------------------------------------------------------------------------------------
Outstanding at December 31                                  $  6.14    $  6.81    $  6.56
=========================================================================================

Weighted-average fair value of options granted during the
  year                                                      $  1.27    $  2.35    $  4.14
Options exercisable at December 31                              736        808        800
Options available for grant at December 31                      264         98        156
</TABLE>

      The following table summarizes information about stock options outstanding
at December 31, 2001:

<TABLE>
<CAPTION>
                                       Options Outstanding                                    Options Exercisable
                       Number           Weighted-Average           Weighted-           Number                  Weighted-
    Range of        Outstanding             Remaining               Average          Exercisable                Average
Exercise Prices    at 12/31/2001        Contractual Life         Exercise Price     at 12/31/2001           Exercise Price
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                  <C>                 <C>                      <C>
$2.88 - $ 4.44             165,680             6.3                   $3.48               65,680                   $3.05
$4.45 - $ 6.79             781,954             6.1                   $5.21              411,254                   $5.74
$6.80 - $ 9.75             226,700             5.1                   $8.75              159,100                   $8.82
$9.76 - $11.88             100,000             3.1                  $11.88              100,000                  $11.88
                         ---------                                                      -------
                         1,274,334                                                      736,034
</TABLE>


                                      -32-

<PAGE>

Note 10. Earnings Per Share

(all numbers in thousands except per share amounts)     2001     2000     1999
------------------------------------------------------------------------------
Basic earnings per common share:
Income before extraordinary items                     $  302   $  192   $9,242
------------------------------------------------------------------------------
Weighted-average common shares outstanding             7,532    7,520    7,526
Basic earnings per common share                       $ 0.04   $ 0.03   $ 1.23
==============================================================================

Diluted earnings per common share:
Earnings applicable to common shares                  $  302   $  192   $9,242
------------------------------------------------------------------------------

Weighted-average common shares outstanding             7,532    7,520    7,526
Add - Options                                              3       99      337
------------------------------------------------------------------------------
Weighted-average common shares outstanding plus
    potential dilutive common shares                   7,535    7,619    7,863
------------------------------------------------------------------------------
Diluted earnings per common share                     $ 0.04   $ 0.03   $ 1.18
==============================================================================

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


                                      -33-

<PAGE>

Note 11. Business Segments

      The Company considers its continuing operations to comprise two segments:
Atlantis Plastic Films and Atlantis Molded Plastics. During 2001, 2000, and
1999, an Atlantis Molded Plastics customer accounted for approximately 13%, 13%,
and 14%, respectively, of the Company's net sales and 19%, 13%, and 14%
respectively, of the Company's net accounts receivable. Summary data for 2001,
2000, and 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                         Atlantis       Atlantis
                                         Plastic         Molded
                                           Films        Plastics       Corporate    Consolidated
-------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>             <C>
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                          --            597          1,181           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                          --            413          1,181           1,594


1999
Net sales                                $177,147       $ 76,908       $     --        $254,055
Operating income                           18,172          6,813             --          24,985
Identifiable assets                       112,696         59,388         (1,418)        170,666
Capital expenditures                        9,177          4,323          2,411          15,911
Depreciation and deferred loan fee
amortization                                4,521          3,253          1,102           8,876
Goodwill amortization                          --            391          1,181           1,572
</TABLE>

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 Board of Directors determines contributions to the
plan. Related expenses were approximately $460,000, $432,000, and $430,000 for
the years ended December 31, 2001, 2000, and 1999, 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 $2,700 per participant for 2001. 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


                                      -34-

<PAGE>

terminate the Plan at any time. Total Company contributions to the Plan were
approximately $45,000 and $53,000 for the years ended December 31, 2001 and
2000, 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, 2001, 2000, and 1999, the Company incurred costs
related to these payments of approximately $1,173,000, $1,296,000, and
$1,150,000 respectively.

      During 2001, 2000 and 1999 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 22, 2003, March 16, 2002 and February 13, 2004. 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, 2001, 2000, and 1999 was
approximately $1.8 million, $1.3 million, and $1.0 million, respectively.

      The total minimum rental commitments under long-term, noncancelable
operating leases at December 31, 2001, consisted of the following (in
thousands):

                        Year                        Amount
                        ----------------------------------
                        2002                        $1,371
                        2003                         1,305
                        2004                         1,129
                        2005                         1,008
                        2006                           625
                        Thereafter                   2,093
                        ----------------------------------
                        Total                       $7,531
                        ==================================

Note 15. Quarterly Financial Data (Unaudited)

      Unaudited consolidated quarterly financial data for the years ended
December 31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                                                       (in thousands, except per share data)
                                                 Quarter Ended          Quarter Ended         Quarter Ended        Quarter Ended
                                                    March 31               June 30             September 30          December 31
                                             --------------------------------------------------------------------------------------
                                                 2001       2000       2001        2000       2001       2000      2001        2000
                                             --------------------------------------------------------------------------------------
<S>                                          <C>        <C>        <C>         <C>        <C>        <C>       <C>         <C>
Net sales                                    $ 64,702   $ 64,474   $ 62,493    $ 65,251   $ 63,401   $ 63,206  $ 57,218    $ 57,334
Gross profit                                   10,400     10,992      9,253       9,533      9,894      7,918     9,201       8,657
Net income (loss) before extraordinary items      426      1,059       (103)        356        117       (681)     (138)       (542)
Income (loss) before extraordinary
  items per common share
     Basic
           - Net income (loss)               $   0.06   $   0.14   $  (0.01)   $   0.05   $   0.02   $  (0.09) $  (0.03)   $  (0.07)
     Diluted
        - Net income (loss)                  $   0.06   $   0.14   $  (0.01)   $   0.05   $   0.02   $  (0.09) $  (0.03)   $  (0.07)
</TABLE>



                                      -35-

<PAGE>

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 disclosure.

                                    PART III

ITEMS 10, 11, 12, AND 13

      The information called for 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.

                                     PART IV

ITEM 14. 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 .................................. 20
            Consolidated Statements of Income ............................... 21
            Consolidated Balance Sheets ..................................... 22
            Consolidated Statements of Changes in Shareholders' Equity ...... 23
            Consolidated Statements of Cash Flows ........................... 24
            Notes to Consolidated Financial Statements ...................... 25

      (2)   Financial Statement Schedules:

            The following Financial Statement Schedule for the years ended
            December 31, 2001, 2000, and 1999 is submitted herewith:

            Schedule II - Valuation and Qualifying Accounts ................. 37

            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 14(a) 3. Exhibit Listing, can be
obtained free of charge by any Company Stockholder by writing to Paul Saari,
Senior Vice President of Finance, at the corporate headquarters office.

      (b) Reports on Form 8-K

      During the fourth quarter of 2001, no reports on Form 8-K were filed by
the Registrant.


                                      -36-

<PAGE>

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

<TABLE>
<CAPTION>
                                                                    Balance at   Charged to     Charged                     Balance
                                                                     Beginning   Costs and      to Other                     at End
Classification                                                        of Year     Expenses      Accounts   Deductions (a)   of Year
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>           <C>          <C>           <C>
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
====================================================================================================================================

1999
       Allowances reducing the assets in the balance sheet:
           Doubtful accounts receivable                             $      955   $      377    $       --   $      203    $    1,129
           Reserve for sales allowances                                    561          346            --          133           774
           Reserve for inventory obsolescence                              724          140            --          248           616
------------------------------------------------------------------------------------------------------------------------------------
          Total                                                     $    2,240   $      863    $       --   $      584    $    2,519
====================================================================================================================================
</TABLE>

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


                                      -37-

<PAGE>

(3)         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 (3.1)(1)

3.2         Registrant's Bylaws (February 1988) (3.2)(1)

4.1         Form of Stock Certificate evidencing ownership of Registrant's Class
            A Common Stock(7)

4.2         Trust Indenture between Registrant and American Stock Transfer and
            Trust Company (4.2)(5)

4.3         Form of Senior Note, dated February 15, 1993 (4.3)(6)

10.1*       Registrant's 1997 Stock Option Plan.(14)

10.2*       Registrant's 1998 Stock Option Plan. (16)

10.3*       Registrant's 2001 Stock Option Plan.

10.4*       Form of Indemnification Agreement. (10.47)(6)

10.5*       Management Agreement dated as of January 1, 1998 between Registrant
            and Trivest, Inc. (10.1)(17)

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.
            (10.2)(17)

10.7        Assignment and Assumption of Lease between Registrant and Trivest
            II, Inc. (10.9)(19)

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. (10.40)(3)

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. (10.41)(3)

10.10       Loan Contract, dated October 30, 1987, between State of Minnesota
            and National Poly Products, Inc. (10.11)(2)

10.11       Letter of Consent to the Loan Contract between State of Minnesota
            and National Poly Products, Inc., dated October 30, 1991. (10.43)(3)

10.12       Letter of Consent to the Loan Contract between State of Minnesota
            and National Poly Products, Inc., dated January 13, 1992. (10.44)(3)

10.13       Consent and Acknowledgment to the Loan Contract between State of
            Minnesota and National Poly Products, Inc., dated February 18, 1993.
            (10.22)(5)

10.14       Loan Agreement between Arkansas Development Finance Authority and
            Atlantis Plastics Injection Molding, Inc. (formerly known as Cyanede
            Plastics, Inc.), dated March 18, 1992. (10.69)(4)

10.15       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. (10.70)(4)

10.16       Office Lease, dated as of April 1, 1992, between Euram/1870 Exchange
            Associates and National Poly Products, Inc. (10.78)(4)


                                      -38-

<PAGE>

10.17       First Extension of lease agreement between Euram/1870 Exchange
            Associates and Atlantis Plastic Films, Inc., dated May 14, 1997.
            (10.21)(15)

10.18       First Amendment of lease agreement between 1870 Exchange Associates
            and Atlantis Plastic Films, Inc., dated February 27, 2002.

10.19       Credit Agreement, dated February 22, 1993, between the Registrant
            and Heller Financial, Inc. (the "Heller Credit Agreement").
            (10.39)(5)

10.20       First Amendment and Waiver, dated March 28, 1994, to Heller Credit
            Agreement. (10.29)(7)

10.21       Consent Letter, dated May 23, 1994, to Heller Credit Agreement.
            (10.30)(7)

10.22       Second Amendment, dated August 15, 1994, to Heller Credit Agreement.
            (10.31)(7)

10.23       Consent Letter, dated September 9, 1994, to Heller Credit Agreement.
            (10.32)(7)

10.24       Consent Letter, dated February 13, 1995, to Heller Credit Agreement.
            (10.33)(7)

10.25       Consent and Waiver Letter, dated February 24, 1995, to Heller Credit
            Agreement. (10.34)(7)

10.26       Third Amendment to Heller Credit Agreement and Consent, dated as of
            March 30, 1995. (10.3)(8)

10.27       Fourth Amendment to Heller Credit Agreement, dated as of September
            30, 1995. (10.2)(9)

10.28       Fifth Amendment to Heller Credit Agreement, dated as of December 31,
            1995. (10.33)(10)

10.29       Sixth Amendment to Heller Credit Agreement, dated as of December 30,
            1995. (10.1)(11)

10.30       Seventh Amendment to Heller Credit Agreement, dated as of September
            5, 1996. (10.2)(11)

10.31       Eighth Amendment to Heller Credit Agreement, dated as of November 6,
            1996. (10.35)(12)

10.32       Ninth Amendment to Heller Credit Agreement, dated as of January 31,
            1997. (10.36)(12)

10.33       Tenth Amendment to Heller Credit Agreement, dated as of August 4,
            1997. (10.38)(15)

10.34       Eleventh Amendment to Heller Credit Agreement, dated as of November
            3, 1997. (10.7)(13)

10.35       Twelfth Amendment to Heller Credit Agreement, dated as of February
            20, 1998. (10.40)(15)

10.36       Thirteenth Amendment to Heller Credit Agreement, dated as of August
            21, 1998. (10.1)(18)

10.37       Fourteenth Amendment to Heller Credit Agreement, dated as of October
            15, 1998. (10.2)(18)

10.38       Fifteenth Amendment to Heller Credit Agreement, dated as of February
            22, 1999. (10.41)(19)

10.39       Sixteenth Amendment to Heller Credit Agreement, dated as of May 22,
            1999. (10.1)(20)

10.40       Seventeenth Amendment to Heller Credit Agreement, dated as of
            November 12, 1999. (10.9)(21)

10.41       Eighteenth Amendment to Heller Credit Agreement, dated as of May 12,
            2000. (10.1)(23)

10.42       Ninteenth Amendment to Heller Credit Agreement, dated as of
            September 30, 2000. (10.3)(25)


                                      -39-

<PAGE>

10.43       Twentieth Amendment to Heller Credit Agreement, dated as of November
            12, 2001. (10.1)(27)

10.44       Amended Revolving Note, dated September 30, 2000, between the
            Registrant and Heller Financial, Inc. (10.4)(25)

10.45       Lease with option to purchase Real Estate between Atlantis Plastic
            Films, Inc. and the City of Mankato, Minnesota, dated as of March 2,
            1995. (10.35)(7)

10.46       * Employment Agreement, dated February 1, 1995, between the
            Registrant and Anthony F. Bova. (10.1)(8)

10.47       * Sixth Amendment, dated December 31, 2001, to Employment Agreement
            dated February 1, 1995 between Registrant and Anthony F. Bova.

10.48       *Registrant's Deferred Compensation Plan, incorporated by reference
            and filed with the Registrant's Form S-8 filed April 5, 2000 (no.
            333-34050). (10.3)(23)

10.49       Master Security Agreement and Promissory Note between Cyanede
            Plastics, Inc. and General Electric Capital Corporation ("GECC") in
            the amount of $2,673,919, dated as of February 23, 1995. (10.4)(8)

10.50       Corporate Guaranty of the Registrant of the obligations of Cyanede
            Plastics, Inc. to GECC, dated as of February 23, 1995. (10.5)(8)

10.51       Master Security Agreement and Promissory Note between Pierce
            Plastics, Inc. and GECC in the amount of $221,790, dated as of
            February 23, 1995. (10.6)(8)

10.52       Corporate Guaranty of the Registrant of the obligations of Pierce
            Plastics, Inc. to GECC, dated as of February 23, 1995. (10.7)(8)

10.53       Master Security Agreement and Promissory Note between Atlantis
            Plastic Films, Inc. (as successor by merger to Linear Films, Inc.)
            and GECC in the amount of $900,000, dated as of February 23, 1995.
            (10.10)(8)

10.54       Promissory Note from Atlantis Plastic Films, Inc. to GECC in the
            amount of $650,000, dated as of February 23, 1995. (10.11)(8)

10.55       Corporate Guaranty of the Registrant of the obligations of Atlantis
            Plastic Films, Inc. to GECC dated as of February 23, 1995.
            (10.12)(8)

10.56       Amendment and Restatement of Promissory Note by and between Atlantis
            Plastics Injection Molding, Inc. and the Registrant and National
            City Bank, Northeast, dated as of January 30, 1997. (10.57)(12)

10.57       Second Amendment and Restatement of Promissory Note by and between
            Atlantis Plastics Injection Molding, Inc. and the Registrant and
            National City Bank, dated as of May 17, 2000. (10.1) (24)

10.58       Commercial Installment Note from Pierce Plastics, Inc. to National
            City Bank of Indiana in the amount of $862,468.72, dated as of March
            15, 2000.(22)

10.59       Commercial Installment Note from Pierce Plastics, Inc. to National
            City Bank of Indiana in the amount of $826,557.52, dated as of
            August 15, 2000. (10.1)(25)

10.60       Guaranty of the Registrant of the obligations of Pierce Plastics,
            Inc. to National City Bank of Indiana, dated as of March 15, 2000.
            (22)

10.61       Consolidated Amendment No. 1 to Credit Agreement between Atlantis
            Plastics Injection Molding, Inc. and the Registrant and National
            City Bank, Northeast, dated as of December 31, 1997. (10.66) (15)


                                      -40-

<PAGE>

10.62       Demand Promissory Note from Atlantis Plastics Films, Inc. to GECC in
            the amount of $1,280,579.70, dated as of May 8, 1998. (10.18) (10)

10.63       Lease between Principal Life Insurance Company and Atlantis Plastics
            Films, Inc., dated as of March 8, 2000. (10.2) (24)

10.64       Guaranty of Lease by Registrant of the obligations of Atlantis
            Plastics Films, dated as of March 8, 2000. (10.3) (24)

10.65       Promissory Note between Atlantis Plastics Inc. and Atlantis Plastics
            Films Inc., as debtor and General Electric Capital Corporation, as
            secured party, dated as of November 7, 2001. (10.2) (26)

10.66       Master Security Agreement between Atlantis Plastics Inc. and
            Atlantis Plastics Films Inc., as debtor and General Electric Capital
            Corporation, as secured party, dated as of November 7, 2001. (10.4)
            (26)

10.67       Amendment to Master Security Agreement between Atlantis Plastics
            Inc. and Atlantis Plastics Films Inc., as debtor and General
            Electric Capital Corporation, as secured party, dated as of November
            7, 2001. (10.3) (26)

10.68       Lease Extension between Extrusion Masters, Inc. and E.E.E.
            Properties, dated as of October 30, 2001.

21.1        Registrant's Subsidiaries

23.1        Consent of Ernst & Young LLP relating to the Company's Registration
            Statements on Form S-8 (No. 333-34197, No. 333-63855, and No.
            333-34050)


                                      -41-

<PAGE>

(1)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Form 8-B filed June 7, 1994.

(2)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1987.

(3)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1991.

(4)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's registration statement on Form S-2 (33-53152).

(5)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1992.

(6)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Report on Form 8-K filed June 3, 1994.

(7)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1994.

(8)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Quarterly Report on Form 10-Q for the quarter ended
      March 31, 1995.

(9)   Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Quarterly Report on Form 10-Q for the ended
      September 30, 1995.

(10)  Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1995.

(11)  Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Quarterly Report on Form 10-Q for the ended
      September 30, 1996.

(12)  Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1996.

(13)  Incorporated by reference to the exhibit shown in parentheses and filed
      with the Registrant's Quarterly Report on Form 10-Q for the ended
      September 30, 1997.

(14)  Incorporated by reference to Exhibit A filed with the Registrant's
      Schedule 14A filed on April 29, 1997.

(15)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Annual Report on Form 10-K for the year ended December
      31, 1997.

(16)  Incorporated by reference to Exhibit A filed with the Registrant's
      Schedule 14A filed on April 17, 1998.

(17)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Quarterly Report on Form 10Q for the quarter ended March
      31, 1998.

(18)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Quarterly Report on Form 10Q for the quarter ended
      September 30, 1998.

(19)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Annual Report on Form 10-K for the year ended December
      31, 1998.


                                      -42-

<PAGE>

(20)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Quarterly Report on Form 10Q for the quarter ended June
      30, 1999.

(21)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Quarterly Report on Form 10Q for the quarter ended
      September 30, 1999.

(22)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Annual Report on Form 10-K for the year ended December
      31, 1999.

(23)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Annual Report on Form 10Q for the quarter ended March 31,
      2000.

(24)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Quarterly Report on Form 10Q for the quarter ended June
      30, 2000.

(25)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Quarterly Report on Form 10Q for the quarter ended
      September 30, 2000.

(26)  Incorporated by reference to the exhibit shown in parenthesis and filed
      the Registrant's Quarterly Report on Form 10Q for the quarter ended
      September 30, 2001.

      (b) Reports on Form 8-K

      During the fourth quarter of 2001, the Registrant filed no reports on Form
      8-K.

      (c) Exhibits required by Item 601 of Regulation S-K

      The index to exhibits that are listed in Item 14(a)(3) of this report and
      not incorporated by reference follows the "Signatures" section hereof and
      is incorporated herein by reference.

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

      See Item 14 (a) 2.


                                      -43-

<PAGE>

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: April 1, 2002                       By:/S/       PAUL G. SAARI
                                             ---------------------------------
                                                       Paul G. Saari
                                            Senior Vice President, Finance and
                                                  Chief Financial Officer

Date: April 1, 2002                       By:/S/     SUSAN G. EDWARDS
                                             ---------------------------------
                                                     Susan G. Edwards
                                                        Controller

      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       April 1, 2002
-----------------------------
     Earl W. Powell


 /s/ PHILLIP T. GEORGE, M.D.   Director, Vice Chairman, and    April 1, 2002
-----------------------------    Chairman of the Executive
     Phillip T. George, M.D.            Committee


 /s/ ANTHONY F. BOVA               President and Chief         April 1, 2002
-----------------------------        Executive Officer
     Anthony F. Bova


 /s/ PAUL G. SAARI            Senior Vice President, Finance   April 1, 2002
----------------------------- and Principal Financial Officer
     Paul G. Saari


 /s/ SUSAN G. EDWARDS                Controller and            April 1, 2002
-----------------------------  Principal Accounting Officer
     Susan G. Edwards

 /s/ CHARLES D. MURPHY, III              Director              April 1, 2002
-----------------------------
     Charles D. Murphy, III

 /s/ CHESTER B. VANATTA                  Director              April 1, 2002
-----------------------------
     Chester B. Vanatta

 /s/ LARRY D. HORNER                     Director              April 1, 2002
-----------------------------
     Larry D. Horner

/s/  CESAR ALVAREZ                       Director              April 1, 2002
-----------------------------
     Cesar Alvarez

/s/  JAY SHUSTER                         Director              April 1, 2002
-----------------------------
     Jay Shuster


                                      -44-

<PAGE>

                               INDEX TO EXHIBITS

Exhibit

10.3* Registrant's 2001 Stock Option Plan.

10.18 First Amendment of lease agreement between 1870 Exchange Associates and
      Atlantis Plastic Films, Inc., dated February 27, 2002.

10.47 * Sixth Amendment, dated December 31, 2001, to Employment Agreement dated
      February 1, 1995 between Registrant and Anthony F. Bova.

10.68 Lease Extension between Extrusion Masters, Inc. and E.E.E. Properties,
      dated as of October 30, 2001.

21.1  Registrant's Subsidiaries

23.1  Consent of Ernst & Young LLP relating to the Company's Registration
      Statements on Form S-8 (No. 333-34197, No. 333-63855 and No. 333-34050).


                                      -45-