UFP TECHNOLOGIES INC - Quarter Report: 2008 June (Form 10-Q)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark one)

 

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

 

For the quarterly period ended    JUNE 30, 2008

 

OR

 

o  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:  001-12648

 

UFP Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

172 East Main Street, Georgetown, Massachusetts 01833, USA

(Address of principal executive offices)  (Zip Code)

 

(978) 352-2200

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former

fiscal year, if changed since last report)

 

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  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

	Large accelerated filer o		Accelerated filer o
	Non–accelerated filer o		Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes  o     No  x

 

5,566,022 shares of registrant’s Common Stock, $.01 par value, were outstanding as of July 17, 2008.

 

 

Table of Contents

 

UFP Technologies, Inc.

 

Index

 

			Page
PART I - FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Condensed Consolidated Balance Sheets as of June 30, 2008, and December 31, 2007			3
Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2008, and 2007			4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008, and 2007			5
Notes to Interim Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations			16
Item 3. Quantitative and Qualitative Disclosures about Market Risk			20
Item 4. Controls and Procedures			20
PART II - OTHER INFORMATION			21
Item 1A.	Risk Factors		21
Item 4.	Submission of Matters to a Vote of Security Matters		21
Item 6.	Exhibits		22
SIGNATURES			23
EXHIBIT INDEX			24
Exhibits

 

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PART I:           FINANCIAL INFORMATION

 

ITEM 1:    FINANCIAL STATEMENTS

 

UFP Technologies, Inc.

Condensed Consolidated Balance Sheets

 

		30-Jun-08			31-Dec-07
		(unaudited)			(audited)
Assets:
Current assets:
Cash		$	4,540,640		$	9,060,347
Receivables, net		14,499,314			11,795,468
Inventories		8,852,076			5,876,626
Prepaid expenses		1,009,767			821,250
Deferred income taxes		940,320			1,021,320
Total current assets		29,842,117			28,575,011
Property, plant, and equipment		41,970,383			38,269,142
Less accumulated depreciation and amortization		(30,269,704		)	(28,777,323		)
Net property, plant and equipment		11,700,679			9,491,819
Cash surrender value of officers life insurance		172,536			172,536
Deferred income taxes		403,300			188,650
Goodwill		6,481,037			6,481,037
Other assets		738,326			643,721
Total assets		$	49,337,995		$	45,552,774
Liabilities and Stockholders’ Equity
Current liabilities:
Current installments of long-term debt		$	716,596		$	714,256
Current installments of capital lease obligations		730,466			704,408
Accounts payable		5,904,685			5,694,152
Accrued taxes and other expenses		6,819,399			6,510,216
Total current liabilities		14,171,146			13,623,032
Long-term debt, excluding current installments		4,300,534			4,658,464
Capital lease obligations, excluding current installments		1,240,799			1,612,664
Minority interest		510,575			583,533
Retirement and other liabilities		935,610			832,141
Total liabilities		21,158,664			21,309,834
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.1 par value. Authorized 20,000,000 shares; issued and outstanding 5,521,778 shares at June 30, 2008, and 5,375,381 shares at December 31, 2007		55,218			53,754
Additional paid-in capital		12,981,358			11,768,799
Retained earnings		15,142,755			12,420,387
Total stockholders’ equity		28,179,331			24,242,940
Total liabilities and stockholders’ equity		$	49,337,995		$	45,552,774

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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UFP Technologies, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

 

		Three Months Ended						Six Months Ended
		30-Jun-08			30-Jun-07			30-Jun-08			30-Jun-07
Net sales		28,456,090			23,180,140			56,464,126			45,192,776
Cost of sales		20,828,474			17,395,185			41,948,384			34,808,339
Gross profit		7,627,616			5,784,955			14,515,742			10,384,437
Selling, general & administrative expenses		4,983,998			4,057,686			9,906,097			7,670,460
Operating income		2,643,618			1,727,269			4,609,645			2,713,977
Interest expense, net		99,055			149,367			197,439			302,172
Minority interest earnings		16,234			17,186			32,036			42,589
Other income		(11,218		)	(15,038		)	(11,218		)	(47,538		)
Income before income tax expense		2,539,547			1,575,754			4,391,388			2,416,754
Income tax expense		965,325			598,787			1,669,025			918,367
Net income		1,574,222			976,967			2,722,363			1,498,387
Net income per share:
Basic		$	0.29		$	0.18		$	0.50		$	0.29
Diluted		$	0.25		$	0.17		$	0.44		$	0.26
Weighted average common shares outstanding:
Basic		5,514,624			5,289,944			5,482,153			5,248,160
Diluted		6,389,166			5,860,459			6,250,259			5,793,231

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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UFP Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		Six Months Ended
		30-Jun-2008			30-Jun-2007
Cash flows from operating activities:
Net income		$	2,722,363		$	1,498,387
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		1,526,917			1,409,662
Minority interest earnings		32,042			42,595
Equity in net income of unconsolidated affiliate		(7,218		)	(15,038		)
Stock issued in lieu of cash compensation		343,880			256,075
Share-based compensation		690,568			364,708
Deferred income taxes		48,350			619,398
Gain on disposal of fixed assets		—			(32,500		)
Changes in operating assets and liabilities:
Receivables, net		(967,047		)	(910,577		)
Inventories, net		(1,133,836		)	265,715
Prepaid expenses and other current assets		(143,366		)	(268,191		)
Accounts payable		274,161			(87,225		)
Accrued expenses and payroll withholdings		(348,179		)	(531,702		)
Retirement and other liabilities		(97,206		)	111,850
Other assets		(129,141		)	(131,165		)
Net cash provided by operating activities		2,812,288			2,591,992
Cash flows from investing activities:
Additions to property, plant and equipment		(1,080,945		)	(1,259,237		)
Acquisition of Stephenson & Lawyer, Inc. net of cash acquired		(5,181,066		)	—
Proceeds from fixed asset disposals		—			32,500
Payments from affiliated company		7,218			15,038
Net cash used in investing activities		(6,254,793		)	(1,211,699		)
Cash flows from financing activities:
Change in book overdrafts		(450,385		)	35,208
Proceeds from long-term debt		—			786,000
Principal repayments of long-term debt		(355,590		)	(739,420		)
Proceeds from exercise of stock options		138,725			201,767
Tax benefit from exercise of non-qualified stock options		25,650			80,602
Principal repayments of capital lease obligations		(345,807		)	(355,518		)
Distribution to United Development Company partners		(105,000		)	(105,000		)
Net proceeds from sale of common stock		15,205			11,935
Net cash used in financing activities		(1,077,202		)	(84,426		)
Net increase (decrease) in cash		(4,519,707		)	1,295,867
Cash at beginning of period		9,060,347			1,017,122
Cash at end of period		$	4,540,640		$	2,312,989

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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NOTES TO INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(1)                    Basis of Presentation

 

The interim condensed consolidated financial statements of UFP Technologies, Inc. (the “Company”) presented herein, without audit, have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2007, included in the Company’s 2007 Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

 

The condensed consolidated balance sheet as of June 30, 2008, the condensed consolidated statements of income for the three- and six-month periods ended June 30, 2008, and 2007, and the condensed consolidated statements of cash flows for the six months ended June 30, 2008, and 2007, are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for fair presentation of results for these interim periods.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

The results of operations for the six-month period ended June 30, 2008, are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2008.

 

(2)                    Investment in Affiliated Partnership

 

The Company has a 26.32% ownership interest in a realty limited partnership, United Development Company Limited (“UDT”).  In accordance with the provisions of FIN 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” the Company has consolidated the financial statements of UDT because it has determined that UDT is a variable interest entity (“VIE”) pursuant to Paragraph 5.a of FIN 46R, and the Company is the primary beneficiary.  Included in the Condensed Consolidated Balance Sheets are the following UDT amounts:

 

		30-Jun-2008			31-Dec-2007
Cash		$	107,538		$	165,361
Net property, plant, and equipment		1,373,264			1,408,264
Accrued expenses		33,400			12,900
Current and long-term debt		754,439			768,744

 

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(3)                    Fair Value Accounting

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework in generally accepted accounting principles for measuring fair value and expands disclosures about fair value measurements. This standard only applies when other standards require or permit the fair value measurement of assets and liabilities. It does not increase the use of fair value measurement. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, except as it relates to nonrecurring fair value measurements of nonfinancial assets and liabilities for which the standard is effective for fiscal years beginning after November 15, 2008. The Company adopted SFAS No. 157 in the first quarter of 2008.

 

Financial instruments recorded at fair value in the Condensed Consolidated Balance Sheets, or disclosed at fair value in the footnotes, are categorized below based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels defined by SFAS No.157 and directly related to the amount of subjectivity associated with inputs to fair valuation of these assets and liabilities are as follows:

 

Level 1 – Valued based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.  The assets valued and carried by the Company using Level 1 inputs are our money market accounts and certificates of deposit.  There are no liabilities valued and carried using Level 1 inputs.

 

Level 2 – Valued based on either directly or indirectly observable prices for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.  No assets or liabilities are currently valued based on Level 2 inputs.

 

Level 3 – Valued based on management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.  Generally, the only significant assets and liabilities carried at fair value and included in this category are those acquired through business combinations. These assets and liabilities are excluded from the initial adoption of SFAS No. 157.

 

Financial instruments that currently require disclosure under SFAS No. 157 consist of money market funds and certificates of deposit, both considered cash equivalents.  Assets and liabilities measured at fair value on a recurring basis are categorized by the levels discussed above, and in the tables below:

 

Cash Equivalents		Level 1			Level 2			Level 3			Total
Money market funds		$	2,836,000		$	—		$	—		$	2,836,000
Certificates of deposit		$	300,000		$	—		$	—		$	300,000
Total		$	3,136,000		$	—		$	—		$	3,136,000

 

In addition, the Company is evaluating the impact of SFAS No. 157 for measuring nonfinancial assets and liabilities on future results of operations and financial position.

 

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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items, for which the fair value option has been elected, in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 in the first quarter of 2008 did not have an impact on the Company’s consolidated results of operations or financial position.

 

(4)                    New Accounting Pronouncements

 

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which changes how business acquisitions are accounted. SFAS No. 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets and tax benefits. SFAS No. 141R is effective for the Company for business combinations and adjustments to an acquired entity’s deferred tax asset and liability balances occurring after December 31, 2008. The Company is currently evaluating the future impacts and disclosures of this standard.

 

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS No. 160 requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 amends the consolidation procedures of certain aspects of ARB No. 51 for consistency with the requirements of SFAS No. 141(R). This statement requires changes in the parent’s ownership interest of consolidated subsidiaries to be accounted for as equity transactions. This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The Company is currently evaluating the future impacts and disclosures of this standard.

 

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” which changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This  statement’s disclosure requirements are effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the future impacts and disclosures of this standard.

 

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(5)                    Acquisition

 

On January 18, 2008, the Company acquired 100% of the common stock of Stephenson & Lawyer, Inc., a Grand Rapids, Michigan-based foam fabricator.  S&L was consolidated into the Company’s financial statements effective as of January 1, 2008.  S&L specializes in the fabrication of technical urethane foams, and brings to the Company access to this family of foams, modern manufacturing capabilities, and a seasoned management team.  Including a purchase price of $7,225,000 plus transaction costs, the total acquisition cost was $7,325,000.  The acquisition cost was allocated as follows:

 

Cash and cash equivalents		$	2,144,000
Accounts receivable		1,737,000
Inventories		1,842,000
Prepaids		45,000
Other assets		182,000
Property, plant and equipment		2,620,000
Current liabilities		(1,045,000		)
Other liabilities		(200,000		)
Purchase price		$	7,325,000
Cash and cash equivalents acquired		(2,144,000		)
Purchase price net of cash acquired		$	5,181,000

 

The following table contains an unaudited pro forma condensed consolidated statement of operations for the three- and six-month periods ended June 30, 2007, as if the S&L acquisition had occurred at the beginning of that period.  No pro forma adjustments have been made to the comparative condensed consolidated statement of operation for the three- and six-month periods ended June 30, 2008, since the S&L acquisition was effective as of the beginning of those periods:

 

		Three Months Ended						Six Months Ended
		30-Jun-2008			30-Jun-2007			30-Jun-2008			30-Jun-2007
Sales		$	28,456,090		$	26,643,673		$	56,464,126		$	51,935,039
Operating income		2,643,618			1,576,198			4,609,645			2,515,857
Net income		1,574,222			975,367			2,722,363			1,457,247
Earnings per share:
Basic		$	0.29		$	0.18		$	0.50		$	0.28
Diluted		0.25			0.17			0.44			0.25

 

The above pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred had the S&L acquisition occurred as presented.  In addition, future results may vary significantly from the results reflected in such pro forma information.

 

(6)                    Share-Based Compensation

 

Share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant).

 

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The Company issues share-based payments through several plans, which are described below.  The compensation cost that has been charged against income for those plans is as follows:

 

 

The total income tax benefit recognized in the income statement for share-based compensation arrangements was approximately $159,000 and $243,000, respectively, for the three- and six-month periods ended June 30, 2008, and $89,000 and $118,000 for the same periods in 2007.

 

Employee Stock Option Plan

 

The Company’s 1993 Employee Stock Option Plan (“Employee Stock Option Plan”), which is stockholder-approved, provides long-term rewards and incentives in the form of stock options to the Company’s key employees, officers, employee directors, consultants, and advisors.  The plan provides for either non-qualified stock options or incentive stock options for the issuance of up to 1,550,000 shares of common stock.  The exercise price of the incentive stock options may not be less than the fair market value of the common stock on the date of grant, and the exercise price for non-qualified stock options shall be determined by the Compensation Committee.  These options expire over five- to ten-year periods.  Options granted under the plan generally become exercisable with respect to 25% of the total number of shares subject to such options at the end of each 12-month period following the grant of the options, except for options granted to officers, which may vest on a different schedule.  At June 30, 2008, there were 654,375 options outstanding under the Employee Stock Option Plan.  Should stock options be issued under the Employee Stock Option Plan in the future, the Company will record compensation expense based upon the intrinsic fair market value of the stock options, using a lattice-based option valuation model.

 

2003 Incentive Plan

 

In June 2003, the Company formally adopted the 2003 Equity Incentive Plan (the “Plan”).  The Plan was originally intended to benefit the Company by offering equity-based incentives to certain of the Company’s executives and employees, thereby giving them a permanent stake in the growth and long-term success of the Company and encouraging the continuance of their involvement with the Company’s businesses.  The Plan was amended effective June 4, 2008, to permit certain performance-based cash awards to be made under the Plan.  The amendment also added appropriate language so as to enable grants of stock-based awards under the Plan to continue to be eligible for exclusion from the $1,000,000 limitation on deductibility under Section 162(m) of the Internal Revenue Code (the “Code”).  On February 21, 2008, the Board of Directors also changed the name of the Plan from the

 

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“2003 Equity Incentive Plan” to the “2003 Incentive Plan,” in part to reflect the proposed amendment described above.

 

Two types of equity awards may be granted to participants under the Plan: restricted shares or other stock awards.  Restricted shares are shares of common stock awarded subject to restrictions and to possible forfeiture upon the occurrence of specified events.  Other stock awards are awards that are denominated or payable in, valued in whole or in part by reference to or otherwise based on or related to shares of common stock.  Such awards may include Restricted Stock Unit Awards (“RSUs”), unrestricted or restricted stock, nonqualified options, performance shares, or stock appreciation rights.  The Company determines the form, terms, and conditions, if any, of any awards made under the Plan.  The maximum number of shares of common stock, in the aggregate, that may be delivered in payment or in respect of stock issued under the Plan is 1,250,000 shares.  Through June 30, 2008, there were 411,679 shares of common stock issued under the Plan, none of which have been restricted; an additional 377,000 shares are being reserved for outstanding grants of RSUs and other share-based compensation that are subject to various performance and time-vesting contingencies.

 

Stock Purchase Plan

 

On April 18, 1998, the Company adopted the 1998 Stock Purchase Plan (the “Stock Purchase Plan”), which provides that all employees of the Company (who work more than twenty hours per week and more than five months in any calendar year, and who are employees on or before the applicable offering period) are eligible to participate.  The Stock Purchase Plan is intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code.  Under the Stock Purchase Plan participants may have up to 10% of their base salaries withheld for the purchase of the Company’s common stock at 95% of the market value of the common stock on the last day of the offering period.  The offering periods are from January 1 through June 30 and from July 1 through December 31 of each calendar year.  The 1998 Stock Purchase Plan provides for the issuance of up to 400,000 shares of common stock.  Through June 30, 2008, there were 305,866 shares issued under this plan.  The Company currently plans on dissolving the 1998 Stock Purchase Plan during 2008.

 

Director Plans

 

Through July 15, 1998, the Company maintained a stock option plan covering non-employee directors (the “1993 Director Plan”).  Effective July 15, 1998, with the formation of the 1998 Director Stock Option Incentive Plan (the “1998 Director Plan”), the 1993 Director Plan was frozen.  The 1993 Director Plan provided for options for the issuance of up to 110,000 shares of common stock.  On July 1 of each year, each individual who at the time was serving as a non-employee director of the Company received an automatic grant of options to purchase 2,500 shares of common stock.  These options became exercisable in full the date of the grant and expire ten years from the date of grant.  The exercise price was the fair market value of the common stock on the date of grant.  At June 30, 2008, there were no options outstanding under the 1993 Director Plan.

 

Effective July 15, 1998, the Company adopted the 1998 Director Plan (“1998 Director Plan”) for the benefit of non-employee directors of the Company.  The 1998 Director Plan provided for options for the issuance of up to 425,000 shares of common stock.  On June 2,

 

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2004, the Company amended the 1998 Director Plan to increase the allowable amount to 725,000 shares, and, on June 4, 2008, the Company further amended the 1998 Director Plan to increase the allowable amount to 975,000 shares.  These options become exercisable in full at the date of grant and expire ten years from the date of grant.  In connection with the adoption of the 1998 Director Plan, the 1993 Director Plan was frozen; however, the options outstanding under the 1993 Director Plan were not affected by the adoption of the new plan.  At June 30, 2008, there were 373,989 options outstanding under the 1998 Director Plan.

 

The following is a summary of stock option activity under all plans:

 

 

During the six months ended June 30, 2008, the total intrinsic value of all options exercised (i.e., the difference between the market price and the price paid by the employees to exercise the options) was $414,497 and the total amount of consideration received from the exercise of these options was $138,725.

 

The following is a summary of information relating to stock options outstanding and exercisable by price range as of June 30, 2008:

 

 

The total grant date fair value of stock options that vested during the six months ended June 30, 2008, and 2007 was approximately $526,000 and $540,000, respectively, with a

 

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weighted average remaining contractual term of approximately 4.1 and 4.4 years, respectively.

 

On February 8, 2008, the Company’s Compensation Committee approved the issuance of 25,000 shares of unrestricted common stock to the Company’s Chairman, Chief Executive Officer, and President under the Incentive Plan.  The shares will be issued on or before December 31, 2008.  Based upon the provisions of SFAS 123R, the Company has recorded compensation expense of $77,250 during the six-month period ended June 30, 2008, based on the grant date price of $6.18 at February 8, 2008.

 

Beginning in 2006, RSUs have been granted under the Incentive Plan to the executive officers of the Company.  The stock unit awards are subject to various time-based vesting requirements, and certain portions of these awards are subject to performance criteria of the Company.  Compensation expense on these awards is recorded based on the fair value of the award at the date of grant, which is equal to the Company’s stock price, and is charged to expense ratably during the service period.   No compensation expense is taken on awards that do not become vested, and the amount of compensation expense recorded is adjusted based on management’s determination of the probability that these awards will become vested.  The following table summarizes information about stock unit award activity during the six-month period ended June 30, 2008:

 

 

The Company recorded $298,652 and $519,944 in compensation expense related to these SUAs during the three- and six-month periods ended June 30, 2008, and $88,790 and $115,418, respectively, for the same periods in 2007.

 

The following summarizes the future share-based compensation expense the Company will record as the equity securities granted through June 30, 2008, vest:

 

		Options			Common  Stock			Restricted Stock Units			Total
2008		$	49,850		$	77,250		$	487,270		$	614,370
2009		42,403			—			560,325			602,728
2010		22,682			—			330,620			353,302
2011		11,082			—			164,678			175,760
2012		—			—			17,884			17,884
		$	126,017		$	77,250		$	1,560,777		$	1,764,044

 

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(7)                    Inventories

 

Inventories are stated at the lower of cost (first-in, first-out) or market, and consist of the following:

 

		30-Jun-2008			31-Dec-2007
Raw materials		$	6,026,717		$	3,681,262
Work in process		694,680			340,134
Finished goods		2,955,947			2,150,635
Reserves for obsolescense		(825,268		)	(295,405		)
Total inventory		$	8,852,076		$	5,876,626

 

(8)                    Earnings Per Share

 

Basic earnings per share computations are based on the weighted average number of shares of common stock outstanding.  Diluted earnings per share is based upon the weighted average of common shares and dilutive common stock equivalent shares outstanding during each period.

 

The weighted average number of shares used to compute diluted net income per share consisted of the following:

 

 

(9)                    Segment Reporting

 

The Company is organized based on the nature of the products and services that it offers.  Under this structure, the Company produces products within two distinct segments: Engineered Packaging and Component Products.  Within the Engineered Packaging segment, the Company primarily uses polyethylene and polyurethane foams, sheet plastics, and pulp fiber to provide customers with cushion packaging for their products.  Within the Component Products segment, which includes the results of S&L beginning on January 1, 2008, the Company primarily uses cross-linked polyethylene foam to provide customers in the automotive, athletic, leisure, and health and beauty industries with engineered product for numerous purposes.

 

The accounting policies of the segments are the same as those described in Note 1 of the Company’s annual report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission.  The Company evaluates the performance of its operating segments based on net income.

 

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Inter-segment transactions are uncommon and not material.  Therefore, they have not been separately reflected in the financial table below.  Revenues from customers outside of the United States are not material.  One customer in the Component Products group comprised 14% of the Company’s consolidated revenues during the six-month period ended June 30, 2008.  All of the Company’s assets are located in the United States.

 

 

 

(10)              UDT Cash / Indebtedness

 

As a component of consolidating UDT’s assets, the Company included $107,538 and $165,361 in cash at June 30, 2008, and December 31, 2007, respectively.  Although this cash balance is not legally restricted, the Company does not use this cash in its operations.

 

As a result of the consolidation of UDT, a mortgage note dated May 22, 2007, collateralized by the Florida facility, is included within long-term debt in the Consolidated Financial Statements.  The note had an original principal balance of $786,000, and calls for 180 monthly payments of $7,147.  The interest rate is fixed at approximately 7.2%.  Payments on this note are funded through rent payments that the Company makes on its Alabama and Florida facilities.  The Company is not a guarantor and is not subject to any financial covenants under this mortgage note.

 

(11)              Subsequent Event

 

On August 5, 2008, the Company committed to move forward with a plan to close its Macomb Township, Michigan, automotive plant and consolidate operations into its newly acquired 250,000 square foot building in Grand Rapids, Michigan.  The Company expects to incur approximately $1.4 million in one-time, pre-tax expenses, which include approximately $100,000 of leasehold improvement write-offs, and to invest approximately $300,000 in building improvements over a six-month transitional period.  The Company expects annual cost savings of approximately $1.2 million as a result of the plant consolidation.

 

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ITEM 2:                       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-looking Statements:

 

This report contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and releases issued by the Securities and Exchange Commission.  The words “believe,”  “expect,”  “anticipate,” “intend,” “plan,” “estimate” and other expressions, which are predictions of or indicate future events and trends and that do not relate to historical matters, identify forward-looking statements. The Company’s plans, described below, to execute a program that launched in the fourth quarter of 2004 for an automotive supplier that could be as large as $95 million is an example of a forward-looking statement.  Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.

 

The $95 million revenue value of the automotive contract is an estimate, based on the automotive supplier’s projected needs.  The Company cannot guarantee that it will fully benefit from this contract, which is terminable by the automotive supplier for any reason, subject to a cancellation charge that includes, among others, a provision whereby the customer will reimburse the Company for its total capital investment less any depreciation taken.  The Company’s revenues from this contract are directly dependent on the ability of the automotive supplier to develop, market and sell its products in a timely, cost-effective manner.  If the automotive supplier’s needs decrease over the course of the contract, the Company’s estimated revenues from this contract may also decrease.  Even if the Company generates revenue from the project, the Company cannot guarantee that the project will be profitable, particularly if revenues from the contract are less than expected.

 

Manufacturing companies often take advantage of lower volume months to shut down production to service machinery and tools.  This is even more common in the automotive industry where many companies historically have shut down their operations for a portion of the months of July and December.  The Company expects this practice to continue.  To the extent our customers choose to shut down their operations, for these or other reasons, the Company’s quarterly operating results could fluctuate and be materially, adversely affected.

 

Other examples of these risks, uncertainties, and other factors include, without limitation, the following: risks associated with the identification of suitable acquisition candidates and the successful, efficient execution and integration of such acquisitions, the ability of the Company to achieve positive results due to competition, decisions by customers to cancel or defer orders for its products that previously had been accepted, recent increases and possible further increases in the cost of the Company’s raw materials and energy that the Company may not be able to pass through to its customers, other economic conditions that affect sales of the products of the Company’s packaging customers,  the ability of the Company to obtain new customers, evolving customer requirements, difficulties associated with the roll-out of new products, the costs of compliance with Sarbanes-Oxley related requirements and general economic and industry conditions and other factors.  In addition to the foregoing, the Company’s actual future results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth elsewhere in this report and changes in general economic conditions, interest rates and the assumptions used in making such forward-looking statements.  All of the forward-looking statements are qualified in their entirety by reference to the risk factors and other

 

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disclaimers described in the Company’s filings with the Securities and Exchange Commission, in particular its most recent Annual Report on Form 10-K.  The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Overview:

 

UFP Technologies is an innovative designer and custom converter of foams, plastics and fiber products.  The Company serves a myriad of markets, but specifically targets opportunities in the automotive, computers and electronics, medical, aerospace and defense, industrial and consumer markets.

 

On January 18, 2008, the Company acquired Stephenson & Lawyer, Inc., or S&L, a Grand Rapids, Michigan-based foam fabricator.  S&L was consolidated into the Company’s financial statements effective as of January 1, 2008.  Operating out of a 255,000-square-foot manufacturing plant, S&L specializes in the fabrication of technical urethane foams.  In addition to significantly adding to the Company’s real estate, S&L brings to the Company access to this family of foams, modern manufacturing capabilities and a seasoned management team.  The acquisition is an example of the Company’s dual strategy of growing its top line organically through a focused marketing plan as well as through strategic acquisitions.

 

Sales:

 

Sales for the three-month period ended June 30, 2008, were $28.5 million or 22.8% above sales of $23.2 million for the same period in 2007.  Sales for the six-month period ended June 30, 2008, were $56.5 million or 24.9% above sales of $45.2 million for the same period in 2007.

 

Sales for the three- and six-month periods ended June 30, 2008, include sales of S&L.  Excluding sales of S&L, sales for the three and six-month periods ended June 30, 2008, increased 8.6% and 9.9%, respectively.  The increase in UFP sales for the three-month period ending June 30, 2008 is primarily due to increased sales to a key customer in the electronics industry (Packaging segment) of approximately $525,000 and increased sales of molded fiber packaging products (Packaging segment) of approximately $774,000.  The increase in UFP sales for the six-month period ending June 30, 2008 is primarily due to increased sales to a key customer in the electronics industry (Packaging segment) of approximately $1.8 million and increased sales of molded fiber packaging products (Packaging segment) of approximately $1.4 million.  The Company believes that increased sales of molded fiber packaging product are attributable to increased demand for environmentally friendly packaging materials.

 

Gross Profit:

 

Gross profit as a percentage of sales (gross margin) improved to 26.8%  and 25.7%, respectively, for the three- and six-month periods ended June 30, 2008, from 25.0% and 23.0%, respectively from the three- and six-month periods of 2007.  The improvement in gross margin for both periods is primarily due to continued manufacturing efficiency initiatives and improvements to the quality of the Company’s book of business (approximately 1.4% and 1.1% improvement in gross margin across both business segments for the three- and six-month periods ended June 30, 2008, respectively) as well as the leveraging of fixed overhead costs with higher sales (approximately 0.5% and 0.8% improvement in gross margin across both business segments for the three- and six-month periods ended June 30, 2008, respectively).

 

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Selling, General and Administrative Expenses:

 

Selling, General and Administrative expenses (“SG&A”) increased 22.8% to $5.0 million for the three-month period ended June 30, 2008 from $4.1 million in the same period of 2007.  SG&A increased 29.1% to $9.9 million for the six-month period ended June 30, 2008 from $7.7 million in the same period of 2007.

 

The increase in SG&A for the three- and six-month periods ended June 30, 2008, reflects additional SG&A associated with S&L (Component Products segment) of approximately $360,000 and $830,000, respectively, additional selling expenses of approximately $235,000 and $595,000, respectively (both business segments), as well as normal inflationary activity.

 

Other Expenses:

 

Minority interest earnings were approximately $16,000 and $32,000, respectively, for the three- and six-month periods ended June 30, 2008, compared to approximately $17,000 and $43,000 in the same respective periods last year.

 

Net interest expense decreased for the three- and six-month periods ended June 30, 2008, to approximately $99,000 and $197,000, respectively from $149,000 and $302,000  in the same respective periods last year.  This decline is primarily due to lower average borrowings, interest income from invested cash, and lower interest rates.  Interest income for the three- and six-month periods ended June 30, 2008, was approximately $10,000 and $35,000, respectively, and $12,000 and $20,000, respectively, for the same periods in 2007.

 

The Company recorded a tax expense of approximately 38% of pre-tax income for the three- and six-month periods ended June 30, 2008, and 2007.

 

Liquidity and Capital Resources:

 

The Company funds its operating expenses, capital requirements, and growth plan through internally generated cash, bank credit facilities, and long-term capital leases.

 

At June 30, 2008, and December 31, 2007, the Company’s working capital was approximately $15.7 million and $15.0 million, respectively.

 

The increase in working capital for the six-month period ended June 30, 2008, is primarily due to increased receivables and inventory of approximately $2.7 million and $3.0, respectively partially offset by the use of $5.2 million of cash to acquire Stephenson & Lawyer in January, 2008.  The increases in receivables and inventory were largely attributable to the acquisition of S&L. As a component of consolidating UDT’s assets, the Company included $108,000 in cash at June 30, 2008.  Although this cash balance is not legally restricted, the Company does not use this cash in its operations.

 

Net cash provided by operations for the six-month periods ended June 30, 2008, and 2007 was approximately $2.8 million and $2.6 million, respectively.  The slight increase in cash provided by operations was primarily attributable to stronger profitability of approximately $1.2 million partially offset by an increase in inventory of approximately $1.1 million during the six-month period ended June 30, 2008, compared to a reduction in inventory during the six-month period ended June 30, 2007.  The increase in inventory during the current period is primarily due to production of finished goods for specific customer orders.  Cash used in investing activities

 

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during the six-month period ended June 30, 2008, was approximately $6.3 million, which primarily was the result of the acquisition of Stephenson & Lawyer (net of cash acquired) for approximately $5.2 million and normal additions of manufacturing machinery and equipment.

 

On February 28, 2003, the Company obtained a credit facility, which was amended effective March 24, 2004, June 28, 2004, and November 21, 2005, to reflect, among other things, changes to certain financial covenants.  The amended facility is comprised of: (i) a revolving credit facility of $17 million that is collateralized by the Company’s accounts receivable and inventory; (ii) a term loan of $3.7 million with a 7-year straight-line amortization that is collateralized by the Company’s property, plant and equipment (excluding UDT’s property, plant and equipment); and (iii) a term loan of $2.3 million with a 15-year straight-line amortization that is collateralized by a mortgage on the Company’s real estate located in Georgetown, Massachusetts.  Extensions of credit under the revolving credit facility are subject to available collateral based upon accounts receivable and inventory levels.  Therefore, the entire $17 million may not be available to the Company.  As of June 30, 2008, based upon no revolving credit facility borrowings outstanding and collateral levels, the Company had availability of approximately $14.1 million under this facility.  The amount of availability can fluctuate significantly.  The amended credit facility calls for interest of Prime or LIBOR plus a margin that ranges from 1.0% to 1.5%, depending upon the Company’s operating performance.  At June 30, 2008, all borrowings under this credit facility had interest computed at Prime or LIBOR plus 1.0%.  Under the amended credit facility, the Company is subject to certain financial covenants including maximum capital expenditures and minimum fixed charge coverage.  As of June 30, 2008, the Company was in compliance with all of these covenants.  The Company’s $17 million revolving credit facility, as amended, is due February 28, 2009; the $3.7 million term loan, and the $2.3 million mortgage are due November 21, 2011.  At June 30, 2008, the interest rate on these facilities ranged from 3.4% to 5.0%.

 

As a result of the consolidation of UDT, a mortgage note dated May 22, 2007, collateralized by the Florida facility, is included within long-term debt in the Consolidated Financial Statements.  The note had an original principal balance of $786,000, and calls for 180 monthly payments of $7,147.  The interest rate is fixed at approximately 7.2%.  Payments on this note are funded through rent payments that the Company makes on its Alabama and Florida facilities.  The Company is not a guarantor and is not subject to any financial covenants under this mortgage note.

 

At June 30, 2008, the Company also had capital lease obligations of approximately $2.0 million.  At June 30, 2008, the current portion of all debt including term loans and capital lease obligations was approximately $1.4 million.

 

The Company had book overdrafts of approximately $1.8 million and $2.2 million at June 30, 2008, and December 31, 2007, respectively. The Company classifies book overdrafts within Accounts Payable on its Condensed Consolidated Balance Sheets.

 

The Company’s primary credit facility expires in February 2009.  During 2008, the Company plans to extend the term of its primary credit facility or secure a new credit facility.  Although the Company believes it will be successful in accomplishing this objective, there can be no assurances that such financing will be available at favorable terms, if at all.

 

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Commitments, Contractual Obligations, and Off-balance Sheet Arrangements:

 

The following table summarizes the Company’s commitments, contractual obligations, and off-balance sheet arrangements at June 30, 2008, and the effect such obligations are expected to have on its liquidity and cash flow in future periods:

 

Payments due in:		Operating Leases			Capital Leases			Term Loans			Mortgage Loans			UDT Mortgage			Debt Interest			Supplemental Retirement Plan			Total
2008		$	884,181		$	358,601		$	263,286		$	78,000		$	17,380		$	253,247		$	84,458		$	1,939,153
2009		1,353,216			702,765			526,572			156,000			33,896			358,906			105,000			3,236,355
2010		1,105,329			671,839			526,572			156,000			36,417			265,408			101,000			2,862,565
2011		830,468			238,060			526,572			156,000			39,120			185,922			80,000			2,056,142
2012 & thereafter		1,449,216			—			482,689			1,391,000			627,626			375,560			330,800			4,656,891
		$	5,622,410		$	1,971,265		$	2,325,691		$	1,937,000		$	754,439		$	1,439,043		$	701,258		$	14,751,106

 

Payments on the UDT mortgage note are funded through rent payments made by the Company on the Company’s Alabama and Florida facilities.

 

The Company requires cash to pay its operating expenses, purchase capital equipment, and to service the obligations listed above.  The Company’s principal sources of funds are its operations and its revolving credit facility.  Although the Company generated cash from operations in the year ended December 31, 2007, it cannot guarantee that its operations will generate cash in future periods.

 

ITEM 3:                       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The following discussion of the Company’s market risk includes forward-looking statements that involve risk and uncertainties.  Actual results could differ materially from those projected in the forward-looking statements.  Market risk represents the risk of changes in value of a financial instrument caused by fluctuations in interest rates, foreign exchange rates, and equity prices.  At June 30, 2008, the Company’s cash and cash equivalents consisted of bank accounts in U.S. dollars, and their valuation would not be affected by market risk.  The Company has several debt instruments where interest is based upon either the prime rate or LIBOR and, therefore, future operations could be affected by interest rate changes.  However, the Company believes that the market risk of the debt is minimal.

 

ITEM 4:                       CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in SEC Rule 13a-15 or 15d-15).  Based upon that evaluation, they concluded that the disclosure controls and procedures were effective.

 

There has been no change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II:      OTHER INFORMATION

 

ITEM 1A:              RISK FACTORS

 

Information regarding risk factors appears in Part I — Item 2 of this Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Forward-Looking Statements” and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, in Part I — Item 1A under “Risk Factors” and in Part II — Item 7 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  There has been no material change from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

 

ITEM 4:                       SUBMISSION OF MATTERS TO A VOTE OF SECURITY MATTERS

 

The Annual Meeting of Stockholders of the Company was held on June 4, 2008, whereby the stockholders voted: (i) to elect three Class-III directors for terms of office until the 2011 Annual Meeting of Stockholders, (ii) to approve an amendment to the Company’s 1998 Directors Stock Option Incentive Plan whereby the number of shares reserved for issuance thereunder was increased from 725,000 shares to 975,000 shares, and (iii) to approve an amendment to the Company’s 2003 Equity Incentive Plan:

 

(i)        Votes for the election of directors were cast as follows:

 

		Shares Voting For		Shares Withheld
Richard L. Bailly		3,657,229		760,268
David K. Stevenson		4,078,067		339,430
Robert W. Pierce		4,241,789		175,708

 

(ii)       Votes to adopt the proposal to amend the 1998 Directors Plan:

 

Shares voting for:		2,067,244
Shares voting against:		811,986
Shares abstaining:		5,870
Broker non-votes:		1,532,397

 

(iii)      Votes to amend the 2003 Equity Incentive Plan:

 

Shares voting for:		2,404,959
Shares voting against:		474,071
Shares abstaining:		6,070
Broker non-votes:		1,532,397

 

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ITEM 6:                       EXHIBITS

 

The following exhibits are included herein:

 

Exhibit No.			Description
31.1			Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2			Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
32			Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

UFP TECHNOLOGIES, INC.

 

August 12, 2008		By:    /s/ R. Jeffrey Bailly
Date		R. Jeffrey Bailly Chairman, Chief Executive Officer, President, and Director (Principal Executive Officer)
August 12, 2008		By:    /s/ Ronald J. Lataille
Date		Ronald J. Lataille Chief Financial Officer (Principal Financial Officer)

 

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EXHIBIT INDEX

 

Exhibit No.		Description
31.1		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
32		Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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