UFP TECHNOLOGIES INC
10-Q, 1999-05-14
PLASTICS FOAM PRODUCTS
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<PAGE>

                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

(Mark one)

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

    For the quarterly period ended MARCH 31, 1999

                                       OR

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

     For the transition period from ____ to ____

Commission File Number:          001-12648
                           -----------------------

                             UFP TECHNOLOGIES, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                    04-2314970
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

           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 
     ---        ---

As of April 23, 1999, 4,780,088 shares of registrant's Common Stock, $.01 par
value, were outstanding.



<PAGE>




                             UFP TECHNOLOGIES, INC.

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                                       PAGE
                                                                                                                       ----
<S>                                                                                                                    <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

Consolidated Income Statements for the Three Months Ended March 31, 1999 and 1998.........................................2

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1999 and 1998..................................3

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

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

Item 3.  Quantitative and Qualitative Disclosure about Market Risk.......................................................10

PART II - OTHER INFORMATION..............................................................................................11

SIGNATURES...............................................................................................................12

</TABLE>



<PAGE>



PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             UFP TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                31-MAR-99            31-DEC-98
ASSETS                                                                          UNAUDITED             AUDITED
                                                                            ------------------   ------------------
<S>                                                                      <C>                               <C>    
Current assets
   Cash and cash equivalents                                             $            681,929              512,356
   Receivables, net                                                                 8,250,136            7,867,647
   Inventories                                                                      4,630,504            4,091,770
   Prepaid expenses and other current assets                                          739,524              688,191
                                                                            ------------------   ------------------
      Total current assets                                                         14,302,093           13,159,964
                                                                            ------------------   ------------------
Property, plant and equipment                                                      20,470,527           20,025,618
   Less accumulated depreciation and amortization                                  (9,557,502)          (9,086,763)
                                                                            ------------------   ------------------
      Net property, plant and equipment                                            10,913,025           10,938,855
                                                                            ------------------   ------------------
Goodwill, net                                                                       4,643,488            4,711,463
Other assets                                                                        1,130,127            1,138,560
                                                                            ------------------   ------------------
   Total assets                                                          $         30,988,733           29,948,842
                                                                            ------------------   ------------------
                                                                            ------------------   ------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable                                                         $          6,250,000            4,150,000
   Current installments of long-term debt                                              60,565               59,411
   Current installments of capital lease obligations                                  990,250              851,042
   Accounts payable                                                                 2,341,995            2,589,492
   Accrued expenses and payroll withholdings                                        2,343,547            3,410,929
                                                                            ------------------   ------------------
      Total current liabilities                                                    11,986,357           11,060,874
Long-term debt, excluding current installments                                        549,515              568,678
Capital lease obligations, excluding current installments                           1,187,829            1,554,647
Retirement liability                                                                  880,811              869,218
                                                                            ------------------   ------------------
   Total liabilities                                                               14,604,512           14,053,417
                                                                            ------------------   ------------------
Stockholders' equity
   Common stock                                                                        47,751               47,074
   Additional paid-in capital                                                       9,811,102            9,613,859
   Retained earnings                                                                6,525,368            6,234,492
                                                                            ------------------   ------------------
      Total stockholders' equity                                                   16,384,221           15,895,425
                                                                            ------------------   ------------------
   Total liabilities and stockholders' equity                            $         30,988,733           29,948,842
                                                                            ------------------   ------------------
                                                                            ------------------   ------------------
</TABLE>



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


                            UFPT Q1 1999 10-Q page 1

<PAGE>

                             UFP TECHNOLOGIES, INC.
                         CONSOLIDATED INCOME STATEMENTS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                     THREE MONTHS ENDED
                                                           --------------------------------
                                                             31-MAR-99           31-MAR-98
                                                             ----------           ---------
<S>                                                     <C>                      <C>       
Net sales                                               $    13,476,067          10,749,960
Cost of sales                                                10,049,832           7,905,252
                                                             ----------           ---------
   Gross profit                                               3,426,235           2,844,708
Selling, general and administrative expenses                  2,809,332           2,318,596
                                                             ----------           ---------
   Operating income                                             616,903             526,112

Other income (deductions):
   Interest expense                                            (123,028)           (144,045)
   Other income                                                       0              33,420
                                                             ----------           ---------
      Total other (deductions)                                 (123,028)           (110,625)
   Income before income tax expense                             493,875             415,487
Income tax expense                                              203,000             174,000
                                                             ----------           ---------
   Net income                                           $       290,875             241,487
                                                             ----------           ---------
                                                             ----------           ---------
Basic net income per share                              $          0.06                0.05
                                                             ----------           ---------
                                                             ----------           ---------
Diluted net income per share                            $          0.06                0.05
                                                             ----------           ---------
                                                             ----------           ---------
Weighted average number of shares used
   in computation of per share data:
   Basic                                                      4,770,703           4,666,354
                                                             ----------           ---------
                                                             ----------           ---------
   Diluted                                                    4,928,298           4,827,060
                                                             ----------           ---------
                                                             ----------           ---------
</TABLE>


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


                            UFPT Q1 1999 10-Q page 2


<PAGE>


                                                 UFP TECHNOLOGIES, INC.
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                THREE MONTHS ENDED
                                                                        -----------------------------------
                                                                        31-MAR-99                 31-MAR-98
                                                                      -----------                   -------
<S>                                                              <C>                               <C>    
Cash flows from operating activities:
  Net income                                                      $       290,875                   241,487
  Adjustments to reconcile net income to net cash 
  provided by (used in) operating
    activities:
    Depreciation and amortization                                         545,914                   453,645
    Gain on sales of fixed assets                                               0                   (33,420)
    Stock issued in lieu of compensation                                  168,000                         0
    Changes in operating assets and liabilities:
      Receivables, net                                                   (382,489)                 (122,321)
      Inventories                                                        (538,734)                 (151,463)
      Prepaid expenses and other current assets                           (51,333)                   26,199
      Accounts payable                                                   (247,497)                  100,908
      Accrued expenses and payroll withholdings                        (1,067,382)                 (352,198)
      Retirement liability                                                 11,593                    15,000
                                                                       ----------                   -------
Net cash provided by (used in) operating activities                    (1,271,053)                  177,837
Cash flows from investing activities:
  Additions to property, plant and equipment                             (444,909)                 (553,453)
  Payments from affiliated company                                          3,922                         0
  Proceeds from sale of property, plant and equipment                           0                   263,420
  (Increase) decrease in other assets                                      (2,688)                   37,222
                                                                       ----------                 ---------
Net cash used in investing activities                                    (443,675)                 (252,811)
                                                                       ----------                 ---------
Cash flows from financing activities:
  Net borrowings under notes payable                                    2,100,000                   500,000
  Principal repayments of long-term debt                                  (18,009)                  (41,012)
  Principal repayments of capital lease obligations                      (227,610)                 (207,760)
  Net proceeds from sale of common stock                                   29,920                         0
                                                                       ----------                   -------
Net cash provided by financing activities                               1,884,301                   251,228
                                                                       ----------                   -------
Net change in cash and cash equivalents                                   169,573                   176,254
Cash and cash equivalents, at beginning of period                         512,356                   233,452
                                                                       ----------                   -------
Cash and cash equivalents, at end of period                               681,929                   409,706
                                                                       ----------                   -------
                                                                       ----------                   -------
</TABLE>

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


                            UFPT Q1 1999 10-Q page 3

<PAGE>


                             UFP TECHNOLOGIES, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1)    Basis of Presentation

           The interim 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 generally accepted accounting principles.
       These statements should be read in conjunction with the consolidated
       financial statements and notes thereto for the year ended December 31,
       1998, included in the Company's 1998 Annual Report on Form 10-K as
       provided to the Securities and Exchange Commission.

           The consolidated balance sheet as of March 31, 1999, the consolidated
       income statements for the three months ended March 31, 1999 and 1998, and
       the consolidated statements of cash flows for the three months ended
       March 31, 1999 and 1998, 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 results of operations for the three months ended March 31, 1999,
       are not necessarily indicative of the results to be expected for the
       entire fiscal year ending December 31, 1999.

(2)    Inventory

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

                                                   03/31/99             12/31/98
                                              -----------------    -----------------
<S>                                         <C>                           <C>      
Raw materials                               $        2,842,406            2,634,482
Work-in-process                                        587,081              504,489
Finished goods                                       1,201,017              952,799
                                              -----------------    -----------------
   Total inventory                          $        4,630,504            4,091,770
                                              -----------------    -----------------
                                              -----------------    -----------------
</TABLE>

 (3)   Common Stock

           At December 31, 1998, 775,000 options were outstanding under the
       Company's 1993 Employee Stock Option Plan ("1993 Plan"). The purpose of
       these options is to provide long-term rewards and incentives to the
       Company's key employees and officers. No options were issued or
       exercised, and 148,000 options expired in the first three months of 1999
       under the 1993 Plan. At March 31, 1999, 627,000 options were outstanding
       under the plan.

           Through July 15, 1998, the Company maintained a stock option plan
       covering nonemployee directors (the "1993 Director Plan"). Effective July
       15, 1998, with the formation of the 1998 Director Stock Option Incentive
       Plan ("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 nonemployee director of the Company received an
       automatic grant of options to purchase 2,500 shares of common stock.
       These options became exercisable in full six months after the date of

                            UFPT Q1 1999 10-Q page 4

<PAGE>


       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 March
       31, 1999, 55,000 options were outstanding under the 1993 Director Plan.

           Effective July 15, 1998, subject to shareholder approval, the Company
       adopted the 1998 Director Stock Option Incentive Plan ("1998 Director
       Plan") for the benefit of non-employee directors of the Company. The 1998
       Director Plan provides for options for the issuance of up to 300,000
       shares of common stock. These options become exercisable in full six
       months after 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 discontinued; however, the options outstanding
       under the 1993 Director Plan were not affected by the adoption of the new
       plan. At March 31, 1999, 9,800 options were outstanding under the 1998
       Director Plan.

           On April 18, 1998, the Company adopted the 1998 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 Internal
       Revenue Code of 1986. Under the Stock Purchase Plan participants may have
       withheld up to 10% of their base salaries during the six month offering
       periods ending June 30 and December 31 for the purchase of the Company's
       common stock at 85% of the lower of the market value of the common stock
       on the first or last day of the offering period. The Stock Purchase Plan
       provides for the issuance of up to 150,000 shares of common stock.

(4)    Earnings Per Share

           The Company has adopted the provisions of the Statement of Financial
       Accounting Standards (SFAS) No. 128 "Earnings Per Share." SFAS No. 128
       replaced the calculation of primary and fully diluted earnings per share
       with a calculation of basic and diluted 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. All earnings per
       share amounts for all periods have been restated to conform to SFAS No.
       128 requirements. The weighted average number of shares used to compute
       diluted income per share consisted of the following:
<TABLE>
<CAPTION>

                                                                                     THREE MONTHS ENDED
                                                                               ---------------------------------

                                                                               03/31/99                03/31/98
                                                                               ---------               ---------
<S>                                                                            <C>                     <C>      
Weighted average common shares outstanding                                     4,770,703               4,666,354
Weighted average common equivalent shares due to stock options                   157,595                 160,706
                                                                               ---------               ---------
                                                                               4,928,298               4,827,060
                                                                               ---------               ---------
                                                                               ---------               ---------
</TABLE>

                            UFPT Q1 1999 10-Q page 5

<PAGE>


5)     Segment Reporting

           The Company has adopted Statement of Financial Accounting Standards 
       No. 131, Disclosures about Segments of an Enterprise and Related 
       Information.

           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; Protective Packaging and Specialty
       Applications. Within the Protective 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 Specialty applications segment, 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. Income taxes and interest expense have been
       allocated based on operating results and total assets employed in each
       segment.

           Inter-segment transactions are uncommon and not material. Therefore,
       they have not been separately reflected in the financial table below. The
       totals of the reportable segments' revenues, net profits and assets agree
       with the Company's comparable amount contained in the audited financial
       statements. Revenues from customers outside of the United States are not
       material. No one customer accounts for more than 10% of the Company's
       consolidated revenues.

<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED MARCH 31, 1999
                                                                  ---------------------------------
                                                           SPECIALTY              PACKAGING                TOTAL UFPT
                                                       -------------------      ----------------        ----------------
<S>                                                 <C>                                <C>                    <C>       
Sales                                               $           5,922,944              7,553,123              13,476,067
Interest expense                                                   41,650                 81,378                 123,028
Depreciation / amortization                                       112,551                433,363                 545,914
Other income                                                            0                      0                       0
Income tax                                                         71,946                131,054                 203,000
Net income                                                        103,532                187,343                 290,875
Total assets                                        $          11,159,345             19,829,388              30,988,733
</TABLE>

<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED MARCH 31, 1998
                                                                  ---------------------------------
                                                           SPECIALTY              PACKAGING                TOTAL UFPT
                                                       -------------------      ----------------        ----------------
<S>                                                 <C>                                <C>                    <C>       
Sales                                               $           3,244,237              7,505,723              10,749,960
Interest expense                                                   35,381                108,664                 144,045
Depreciation / amortization                                        72,240                381,405                 453,645
Other income                                                            0                (33,421)                (33,421)
Income tax                                                         61,464                112,536                 174,000
Net income                                                         85,229                156,258                 241,487
Total assets                                        $           5,638,056             19,813,136              25,451,192
</TABLE>


                            UFPT Q1 1999 10-Q page 6

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
        AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 AND 1998

     The Company's net sales increased 25.4% to $13.5 million from $10.8 million
in the same period last year. The increase in sales is primarily attributable to
the acquisition of Pacific Foam Technologies, Inc. in November 1998 and other
internal growth in the specialty applications business segment.

     Gross profit as a percentage of sales decreased to 25.4% from 26.5%. The 
decline in gross margins is primarily a result of the impact of Pacific Foam 
Technologies.

     Selling, general and administrative expenses (SG&A) increased by 21.1% to 
2.8 million. The increase is primarily attributable to the acquisition of 
Pacific Foam Technologies, Inc. in November 1998. As a percentage of sales, 
SG&A declined to 20.9% in the first of 1999 from 21.6% in the same period in 
1998. The improvement reflects the efficiency gained through economies of 
scale when fixed G&A expenses grow at a slower rate than sales.

     Interest expense decreased by 14.6% to $123,000 despite having higher
borrowings, due to the absence of interest expense associated with the company's
lease in its Florida plant, which was accounted for as a capital lease in 1998
and an operating lease in 1999, as well as lower interest rates created by the
utilization of LIBOR based financing.

     The Company's effective tax rate was 41.1% compared with 41.9% for the year
ago period.

     Net income increased by 20.5% to $291,000.

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 March 31, 1999, the Company's working capital was approximately
$2,316,000, including $682,000 of cash and cash equivalents. During the quarter
ended March 31, 1999, the Company used approximately $1,271,000 to fund
operating activities. The majority of these funds were used for the payment of
1998 year-end accrued liabilities such as state and federal income taxes and
other accrued expenses. Net cash used in investing activities of $444,000
primarily funded the purchase of capital equipment. Net cash provided by
investing activities consisted of an increase in short-term borrowings offset
partially by debt service on long-term debt and capital leases.

     The Company has a $7,500,000 revolving bank loan facility, of which
$6,250,000 was outstanding on March 31,1999. This facility expires on June 30,
1999. Borrowings through the credit facility are unsecured, and bear interest at
LIBOR plus 1.75% or prime. In addition, at March 31, 1999, the Company had
approximately $610,000 outstanding under a mortgage note and capital lease
obligations of $2,178,000. At March 31, 1999, the current portion of all these
obligations, including the revolving cash loan, is $7,300,000.

                            UFPT Q1 1999 10-Q page 7

<PAGE>

       The Company believes that its existing resources, including its revolving
loan facility, together with cash generated from operations and funds expected
to be available to it through any necessary equipment financing and additional
bank borrowings, will be sufficient to fund its cash flow requirements through
at least the end of 1999. However, there can be no assurances that such
financing will be available at favorable terms, if at all.

YEAR 2000 READINESS

     The Year 2000 issue is the potential for system and processing failure of
date-related data and the result of computer-controlled systems using two digits
rather than four to define the applicable year. For example, computer programs
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities.

     The Company has established a Year 2000 Compliance Committee (the
"Committee") which is comprised of members of senior management, finance, MIS
operations and engineering. The Committee's mandate is to design and implement a
Compliance Plan that minimizes the risk of material adverse impact to the
Company resulting from events triggered by the turn of the century. A Year 2000
Project Coordinator has been appointed and a comprehensive corporate-wide Year
2000 Project plan has been developed.

     The Committee has defined three categories of internal elements that are
subject to risk; computer hardware and software, manufacturing equipment and
facility equipment. Computer hardware and software includes networking,
operating and application software currently being used by the Company as well
as those that are planned to be installed prior to the year 2000 and the
hardware platforms upon which they operate. Manufacturing equipment includes
machinery and equipment, owned or leased, that is used by the Company in the
process of manufacturing inventory for resale. Facility equipment includes all
other devices that potentially have microprocessor chips that were not included
in computer hardware and software and manufacturing equipment, including, but
not limited to, fax machines, security systems, heating/air conditioning,
telephone and other communication systems, copiers, sprinklers and elevators.

     The approach for minimizing risk of noncompliance within each of these
elements includes six phases; Inventory, Risk Assessment, Correction,
Validation, Implementation and Monitoring. In the Inventory phase the Company
identifies the items within each of the three previously defined elements. The
Company has completed a thorough inventory of computer hardware and software,
manufacturing equipment and facility systems and equipment at all plant
locations.

     The Risk Assessment phase includes identifying which of the items in the
inventory are noncompliant and estimating the effects of noncompliant system,
program and equipment failure. The Company has completed a comprehensive risk
assessment for all plant locations, which identifies noncompliant and
potentially noncompliant computer hardware and software, manufacturing equipment
and facility systems and equipment. All noncompliant items have been categorized
as either business critical or non-business critical. Business critical systems
and equipment are being addressed first and non-business critical systems and
equipment will be addressed as resources are available.

                            UFPT Q1 1999 10-Q page 8

<PAGE>

     In the Correction phase, the Company repairs or replaces those items that
are noncompliant. The Company is in the process of implementing new financial
and manufacturing software ("New Software") throughout all of its plants that is
Year 2000 compliant and should result in substantial compliance within the
computer hardware and software element. At this time, the Company expects the
correction of business critical computer hardware and software to be completed
by September 30, 1999. The correction of business critical manufacturing
equipment and facility systems and equipment is expected to be completed by July
31, 1999.

     In the Validation phase, the Company confirms that corrections have
resulted in bringing specific systems, programs or equipment into Year 2000
compliance. The validation of specific components will occur as each component
is corrected.

     In the Implementation phase, the Company integrates validated systems,
programs and equipment into the business environment. The implementation of
specific components will be conducted as each component is validated. The
Company expects that validation and implementation of business critical
manufacturing equipment and facility systems will be completed by August 31,
1999 and that validation and implementation of business critical computer
hardware and software will be completed by October 29, 1999.

     In the Monitoring phase, the Company closely observes the performance of
corrected, validated and implemented systems, programs and equipment. The
monitoring phase begins at implementation and will continue beyond the New Year
and as long as is necessary to satisfy the Company that corrections have
effectively dealt with Year 2000 concerns.

     Independent of its own internal elements, the Company is dependent upon the
customers who order its products and upon numerous third parties who supply
various items including materials, supplies, services, utilities and other items
the Company uses in the ordinary course of business. Included within these third
parties is a group of several key foam raw material suppliers that collectively
supply a significant portion of the Company's foam used in production. The
Company is in the process of surveying the compliance status of its key
customers and third party suppliers. However, the Company may not ever be able
to estimate the nature or extent of any potential adverse impact resulting from
the failure of third parties, such as its suppliers, service providers and
customers. As a result, although the Company does not currently anticipate that
it will experience any significant shipment delays from its major suppliers or
any major sales delays from its major customers due to Year 2000 issues, the
Company cannot provide any assurance that these third parties will not
experience Year 2000 problems or that any may have a material adverse effect on
the Company's business, results of operations and financial condition.

     The Company included the cost of the New Software in its financial plan for
1999. The software and hardware costs have been and will continue to be
capitalized and depreciated in compliance with the Company's capitalization
policy. Although the decision to implement the New Software potentially resolves
the Year 2000 problem for the majority of the Company's computer applications,
it was made for operating reasons and is considered normal capital expenditures.
As a result, the Company does not expect to incur material costs above and
beyond the cost of implementing the New Software.

     The Company expects to be substantially compliant by Year 2000, but can
give no assurance as to its readiness or the readiness of its key material and
service providers. As a result, the Company expects to complete a Contingency
Plan (the "Plan") by May 31, 1999, that will address the operating issues in the
event that any of its material or service providers fail to perform as a result
of the Year 


                            UFPT Q1 1999 10-Q page 9

<PAGE>


2000 problem. In addition, the Plan will address operating considerations in the
event that any of the Company's internal elements fail to perform as expected.
The Company can give no assurance that the Plan will be effective.

     To the extent that the Company does not identify or properly address any
material noncompliant systems or equipment operated by the Company or by third
parties, such as the Company's suppliers, service providers and customers, the
most reasonably likely worst case Year 2000 scenario is a systemic failure
beyond the control of the Company, such as a prolonged telecommunications or
electrical failure, or general disruption in the United States or global
activities that could result in a significant economic downturn. The Company
believes that the primary business risks, in the event of such failure or other
disruption, would include but not be limited to, loss of customers or orders,
increased operating costs, inability to obtain inventory on a timely basis,
disruptions in product shipments, or other business interruptions or a material
nature, as well as claims of mismanagement, misrepresentation, or breach of
contract, any of which could have a material adverse effect on the Company's
business, results of operations and financial condition.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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 March 31, 1999, 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 two debt instruments where interest is
based upon the prime rate and, therefore, future operations could be affected by
interest rate changes; however, the Company believes that the market risk of the
debt is minimal.


                                      * * *

                            UFPT Q1 1999 10-Q page 10

<PAGE>

                           PART II - OTHER INFORMATION

                             UFP TECHNOLOGIES, INC.




Item 1   Legal Proceedings
           No material litigation

Item 2   Changes in Securities
           None

Item 3   Defaults Upon Senior Securities
           None

Item 4   Submission of Matters to a Vote of Security Holders
           None

Item 5   Other Information
           None

Item 6   Exhibits and Reports on Form 8-K

           (a)  Exhibits furnished:

                (27)   Financial Data Schedule

           (b) Reports on Form 8-K:

                The Company did not file a report on Form 8-K during the
reporting period.


                            UFPT Q1 1999 10-Q page 11

<PAGE>


                             UFP TECHNOLOGIES, INC.

                                   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.
                                  (Registrant)


May 14, 1999               /s/     R. Jeffrey Bailly
- ------------                   --------------------------
Date                          R. Jeffrey Bailly
                              President, Chief Executive
                              Officer and Director



May 14, 1999               /s/     Ronald J. Lataille 
- ------------                  --------------------------
Date                          Ronald J. Lataille
                              Vice President, Treasurer and
                              Chief Financial Officer




                            UFPT Q1 1999 10-Q page 12







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