<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 JUNE 30, 2000
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
----- -----
4,388,370 shares of registrant's Common Stock, $.01 par value, were outstanding
as of July 31, 2000.
Page 1
<PAGE>
UFP TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
<S> <C>
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999...........................................3
Consolidated Income Statements for the Three and Six Months Ended June 30, 2000 and 1999..................................4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999.....................................5
Notes to Consolidated Financial Statements.............................................................................6-10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................11-12
PART II - OTHER INFORMATION..............................................................................................13
SIGNATURES...............................................................................................................14
</TABLE>
Page 2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UFP TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
30-JUN-00 31-DEC-99
ASSETS: (UNAUDITED) (AUDITED)
---------------------- -------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 255,643 $ 348,729
Receivables 12,166,461 9,676,900
Inventories 7,775,904 5,191,890
Prepaid expenses and other current assets 640,169 537,942
---------------------- -------------------
Total current assets 20,838,177 15,755,461
---------------------- -------------------
Property, plant and equipment 24,777,399 21,650,486
Less accumulated depreciation and amortization (12,191,050) (11,084,036)
---------------------- -------------------
Net property, plant and equipment 12,586,349 10,566,450
---------------------- -------------------
Goodwill, net 8,547,363 4,524,285
Other assets 1,368,290 1,021,167
---------------------- -------------------
Total assets $ 43,340,179 $ 31,867,363
====================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Notes payable $ 7,111,788 $ 5,000,000
Current installments of long-term debt 1,022,100 63,916
Current installments of capital lease obligations 776,432 947,429
Accounts payable 4,363,575 2,438,045
Accrued expenses and payroll withholdings 4,494,326 3,757,412
---------------------- -------------------
Total current liabilities 17,768,221 12,206,802
Long-term debt, excluding current installments 7,243,819 2,111,076
Capital lease obligations, excluding current installments 567,202 595,232
Retirement and other liabilities 844,551 745,840
---------------------- -------------------
Total liabilities 26,423,793 15,658,950
---------------------- -------------------
Stockholders' equity:
Common stock 43,722 42,946
Additional paid-in capital 8,439,084 8,237,558
Retained earnings 8,433,580 7,927,909
---------------------- -------------------
Total stockholders' equity 16,916,386 16,208,413
---------------------- -------------------
Total liabilities and stockholders' equity $ 43,340,179 $ 31,867,363
====================== ===================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
Page 3
<PAGE>
UFP TECHNOLOGIES, INC.
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------------- ---------------------------------
30-JUN-00 30-JUN-99 30-JUN-00 30-JUN-99
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 19,415,865 $ 14,894,287 $ 37,699,494 $ 28,370,354
Cost of sales 14,823,061 11,200,181 28,803,733 21,250,013
------------- ------------- ------------- -------------
Gross profit 4,592,804 3,694,106 8,895,761 7,120,341
Selling, general and administrative expenses 3,715,051 2,770,614 7,325,732 5,579,946
------------- ------------- ------------- -------------
Operating income 877,753 923,492 1,570,029 1,540,395
Other (income) expense 57,472 - 57,472 -
Interest expense 296,819 190,376 593,199 313,404
------------- ------------- ------------- -------------
Income before income taxes 523,462 733,116 919,358 1,226,991
Income tax expense 235,687 291,800 413,688 494,800
------------- ------------- ------------- -------------
Net income $ 287,775 $ 441,316 $ 505,670 $ 732,191
============= ============= ============= =============
Basic net income per share $ 0.07 $ 0.09 $ 0.12 $ 0.15
Diluted net income per share $ 0.07 $ 0.09 $ 0.12 $ 0.15
Weighted average number of
shares used in computation of per share data:
Basic 4,372,221 4,810,883 4,370,299 4,790,904
Diluted 4,385,801 5,007,285 4,387,332 4,967,843
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
Page 4
<PAGE>
UFP TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------------------
30-JUN-00 30-JUN-99
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 505,670 $ 732,191
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,500,124 1,088,144
Stock issued in lieu of compensation 171,062 168,000
Loss on disposal of property, plant & equipment 57,472 -
Changes in operating assets and liabilities:
Receivables 560,685 (1,282,795)
Inventories (948,652) (760,682)
Prepaid expenses and other current assets 8,232 89,628
Accounts payable (1,682,558) (12,915)
Accrued expenses and payroll withholdings (660,689) (591,444)
Retirement and other liabilities (59,244) (4,351)
------------- -------------
Net cash used in operating activities (547,898) (574,224)
------------- -------------
Cash flows from investing activities:
Additions to property, plant and equipment (852,042) (1,147,976)
Payments from affiliated company 27,502 17,314
Acquisition of Simco Industries (6,252,123) -
Proceeds from life insurance 154,861 -
(Increase) decrease in other assets (21,712) 19,265
Proceeds on sales of assets 23,000 -
------------- -------------
Net cash used in investing activities (6,920,514) (1,111,397)
------------- -------------
Cash flows from financing activities:
Net borrowings under notes payable 2,111,788 2,150,000
Principal repayments of long-term debt (29,074) (27,352)
Principal repayments of capital lease obligations (858,627) (441,726)
Proceeds from long-term borrowings 6,120,001 -
Net proceeds from sale of common stock 31,238 872
------------- -------------
Net cash provided by financing activities 7,375,326 1,681,794
------------- -------------
Net change in cash and cash equivalents (93,086) (3,827)
Cash and cash equivalents, at beginning of period 348,729 512,356
------------- -------------
Cash and cash equivalents, at end of period $ 255,643 $ 508,529
============= =============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 5
<PAGE>
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,
1999, included in the company's 1999 Annual Report on Form 10-K as provided
to the Securities and Exchange Commission.
The condensed consolidated balance sheet as of June 30, 2000, the
consolidated income statements for the three and six months ended June 30,
2000 and 1999, and the consolidated statements of cash flows for the six
months ended June 30, 2000 and 1999, 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 generally
accepted accounting principles 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 months ended June 30, 2000, are
not necessarily indicative of the results to be expected for the entire
fiscal year ending December 31, 2000.
(2) New Accounting Pronouncements
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 137, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES--DEFERRAL OF THE EFFECTIVE DATE OF SFAS NO. 133, in
June 1999. SFAS No. 133 is now effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000; earlier adoption is allowed.
The statement requires companies to record derivatives on the balance sheet
as assets or liabilities, measured at fair value. Gains or losses resulting
from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting. The company currently expects that, due to its relatively
limited use of derivative instruments, the adoption of SFAS No. 133 will
not have a material effect on the company's results of operations or
financial position.
The Securities and Exchange Commission released Staff Accounting
Bulletin (SAB) No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS, on
December 3, 1999. This SAB provides additional guidance on the accounting
for revenue recognition, including both broad conceptual discussion as well
as certain industry-specific guidance. The guidance is effective for the
fourth quarter of fiscal 2000 and is required to be adopted effective
January 3, 2000 by recording the effect of any prior year revenue
transactions affected as a "cumulative effect of a change in accounting
principle" as of January 3, 2000. Historical financial statements would be
restated to
Page 6
<PAGE>
conform to the new guidance as necessary. The company does not expect this
new guidance to have a material effect on its results of operations or
financial position.
The Financial Accounting Standards Board issued Interpretation No. 44,
ACCOUNTING FOR CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION, in March
2000. The interpretation clarifies how companies should apply APB Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES. The interpretation will
be applied prospectively to new awards, modifications to outstanding awards
and changes in employee status on or after July 1, 2000, except as follows:
the definition of an employee applies to awards granted after December 15,
1998; the interpretation applies to modifications that reduce the exercise
price of an award after December 15, 1998, and the interpretation applies
to modifications that add a reload feature to an award made after January
12, 2000. Currently, there are no awards granted by the company that would
result in an adjustment at July 1, 2000 as a result of the interpretation.
(3) Inventory
Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of the following:
<TABLE>
<CAPTION>
06/30/00 12/31/99
---------------- ---------------
<S> <C> <C>
Raw materials $ 5,045,825 $ 3,296,702
Work-in-process 716,780 469,875
Finished goods 2,013,299 1,425,313
---------------- ---------------
Total inventory $ 7,775,904 $ 5,191,890
================ ===============
</TABLE>
Work-in-process and finished goods inventories consist of materials,
labor and manufacturing overhead.
(4) Common Stock
The company maintains a stock option plan to provide long-term rewards
and incentives 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 Stock Option Committee. 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.
At December 31, 1999, 549,194 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. 42,500 options were issued, no
options were exercised, and 24,750 options expired in the first six months
of 2000 under the 1993 Plan. At June 30, 2000, 566,944 options were
outstanding under the plan.
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 Di-
Page 7
<PAGE>
rector 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 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 six
months after the date of grant and will 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, 2000, 55,000 options were outstanding under
the 1993 Director Plan.
Effective July 15, 1998, 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 150,000 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 June 30, 2000, 73,614 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 up to 10%
of their base salaries withheld 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.
(5) 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
replaces 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.
Page 8
<PAGE>
The weighted average number of shares used to compute diluted income
per share consisted of the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- -----------------------------
06/30/00 06/30/99 6/30/00 6/30/99
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding - basic 4,372,221 4,810,883 4,370,299 4,790,904
Weighted average common
equivalent shares due to stock 13,580 196,402 17,033 176,939
Weighted average common shares ---------- ---------- ---------- ----------
oustanding - diluted 4,385,801 5,007,285 4,387,332 4,967,843
========== ========== ========== ==========
</TABLE>
Diluted weighted average shares outstanding for June 30, 2000 and 1999
exclude 567,092 and 300,954 respectively, due to the fact that option
prices were greater than the average market price of the common stock.
(6) 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 of the company's annual report on Form 10-K for the
year ended December 31, 1999, as filed with the Securities and Exchange
Commission. The company evaluates the performance of its operating segment
based on net income.
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 and net income 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.
Page 9
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended June 30, 2000
-----------------------------------------------------------
SPECIALTY PACKAGING TOTAL UFPT
--------- --------- ----------
<S> <C> <C> <C>
Net sales $ 11,090,832 $ 8,325,033 $ 19,415,865
Net income 129,578 158,197 287,775
Three Months Ended June 30, 1999
-----------------------------------------------------------
SPECIALTY PACKAGING TOTAL UFPT
--------- --------- ----------
Net sales $ 6,035,232 $ 8,859,055 $ 14,894,287
Net income 37,458 403,858 441,316
Six Months Ended June 30, 2000
-----------------------------------------------------------
SPECIALTY PACKAGING TOTAL UFPT
--------- --------- ----------
Net sales $ 21,144,974 $ 16,554,520 $ 37,699,494
Net income 196,207 309,463 505,670
Six Months Ended June 30, 1999
-----------------------------------------------------------
SPECIALTY PACKAGING TOTAL UFPT
--------- --------- ----------
Net sales $ 11,958,176 $ 16,412,178 $ 28,370,354
Net income 140,990 591,201 732,191
</TABLE>
(7) Acquisition
On January 14, 2000, the company acquired all of the outstanding
common stock of Simco Industries, Inc., located in Roseville, Michigan, for
approximately $6.2 million, including expenses. The transaction was
financed primarily by utilizing the company's "acquisition" line of credit.
Simco is a full service supplier of automotive trim components. In
addition, they operate an automotive pattern making and tooling facility.
Simco's 1999 sales were approximately $13 million.
Simco's operations are included in the consolidated results of the
company from the date of acquisition. The transaction was accounted for as
a purchase in accordance with Accounting Principles Board (APB) Opinion No.
16, BUSINESS COMBINATIONS. In accordance with APB No. 16, the company
allocated the purchase price of Simco based on the fair value of the net
assets acquired and liabilities assumed. The allocation of the purchase
price has not been finalized; however, the company does not expect any
material changes. Goodwill of approximately $4.2 million resulting from the
acquisition of Simco is being amortized over 20 years.
Page 10
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The company's net sales increased 30.4% to $19.4 million in the three-month
period ended June 30, 2000, from $14.9 million in the same period last year.
Sales for the six-month period ended June 30, 2000 increased 32.9% to $37.7
million from $28.4 million last year. The increases in sales are attributable to
sale growth within the company's specialty segment primarily due to the
acquisition of Simco Industries, Inc. in January, 2000, partially offset by a
slight decline in Packaging segment sales caused by the product life cycle of a
multi-year program coming to an end.
Gross profit as a percentage of sales (gross margin) decreased to 23.7% in
the three-month period ended June 30, 2000, from 24.8% in the same period a year
ago. Gross margin for the six-month period ended June 30, 2000 decreased to
23.6% from 25.1% a year ago. The decreases are primarily due to a shift in sales
mix.
Selling, general and administrative expenses ("SG&A") increased 34.1% to
$3.7 million for the quarter ended June 30, 2000, from $2.8 million a year ago.
SG&A for the six-month period ended June 30, 2000 was $7.3 million, or 31.3%
higher than SG&A of $5.6 million in the same period last year. As a percentage
of sales, SG&A increased slightly to 19.1% in the second quarter of 2000, from
18.6% last year. For the six-month period ended June 30, 2000, SG&A as a
percentage of sales decreased slightly to 19.4% from 19.7% a year ago. The
increase in SG&A dollars is primarily attributable to the acquisition of Simco.
Interest expense increased to $297,000 in the second quarter of 2000, from
$190,000 a year ago. Interest expense for the six-month period ended June 30,
2000 increased to $593,000 from $313,000 a year ago. The increases reflect
higher average debt caused by the financing of the Simco acquisition as well as
rising interest rates.
The company's effective tax rate for the three and six-month periods ended
June 30, 2000 was 45.0% compared to 39.8% and 40.3% in the three and six-moth
periods ended June 30, 1999, respectively. The increase in the estimated rate is
primarily attributable to non-deductible goodwill associated with the
acquisition of Simco.
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.
As of June 30, 2000 and December 31, 1999, working capital was $3,070,000
and $3,549,000, respectively. The decrease in working capital is primarily
attributable to the impact of the acquisition of Simco. Cash used in operations
was $548,000 and $574,000 in the first six-months of 2000 and 1999,
respectively. Net cash used in investing activities for the six months ended
June 30, 2000, was $6,921,000 and was used primarily for the acquisition of
Simco.
Including amounts due under the revolving credit facility and capital lease
obligations, the company had total debt outstanding of $16,721,000 and
$8,718,000 at June 30, 2000 and December 31, 1999, respectively. The increase
was primarily attributable to the financing of the acquisition of Simco. The
Page 11
<PAGE>
company has an $8,000,000 revolving bank line of credit, of which $7,112,000 was
outstanding at June 30, 2000. Borrowings through the credit facility are
unsecured and bear interest at prime or LIBOR Plus 1.50%. In addition, the
company has a $10,000,000 acquisition line of credit, of which $7,723,000 was
outstanding as of June 30, 2000. Borrowings under the acquisition line of credit
bear interest at prime or LIBOR Plus 1.50%, and will be repaid over a four-year
period beginning in 2001. Under the terms of these arrangements, the company is
required to comply with various covenants, including the maintenance of
specified financial ratios, as defined. At June 30, 2000, the company was in
compliance with these covenants. At June 30, 2000, the company had capital lease
obligations and other notes payable of approximately $1,344,000 and $543,000,
respectively. At June 30, 2000, the current portion of all debt, including the
revolving bank loan, was approximately $8,910,000.
The company has no additional significant capital commitments in 2000, but
plans on adding additional machinery to increase capacity or to enhance
operating efficiencies in its manufacturing plants. Additionally, the company
may consider the acquisition of companies, technologies or products in 2000,
which are complementary to its business. The company believes that its existing
resources, including its revolving loan facility, together with anticipated 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 2000. However,
there can be no assurances that such financing will be available at favorable
terms, if at all.
OTHER
A significant portion of the company's Packaging sales of molded fiber
products are to manufacturers of computer peripherals and other consumer
products. As a result, the company believes that its sales are somewhat
seasonal, with increased sales in the second half of the year. The company does
not believe that inflation has had a material impact on its results of
operations in the last three years.
YEAR 2000 READINESS DISCLOSURE
To date, the company has not experienced, nor is the company aware of, any
material problems with the company's internal systems or products related to the
year 2000 issue. However, because a year 2000 problem could materially disrupt
the operations of the company's customers and harm the company's operations and
financial condition, the company will continue to monitor the potential problem
and test its products and internal systems as it deems necessary.
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, 2000, 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/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.
PART II - OTHER INFORMATION
Page 12
<PAGE>
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
The company held its annual meeting of stockholders on June 9, 2000.
There were two proposals before the stockholders at the annual
meeting.
First, the stockholders elected two members of the Board of Directors
of the company; the votes for such matter were as follows:
<TABLE>
<CAPTION>
NOMINEE FOR WITHHELD
------- --- --------
<S> <C> <C>
R. Jeffrey Bailly 3,611,936 50,815
William C. Curry 3,611,936 50,815
</TABLE>
There were no abstentions nor broker nonvotes in connection with the
election of these two directors.
Second, the stockholders approved an amendment to the 1993 Stock
Option Plan to increase the number of shares of common stock
available for issuance under the 1993 Plan from 1,050,000 to
1,550,000, by a vote of 2,368,146 for, and 95,365 against. There
were 14,383 abstentions and no broker non votes for the proposal.
Item 5 Other Information
None
Item 6 Exhibits and Reports on Forms 8-K
(a) Exhibits furnished:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
The company did not file a Current Report on Form 8-K during the
quarter ended June 30, 2000.
Page 13
<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)
/s/ August 11, 2000 /s/ R. Jeffrey Bailly
------------------------- -----------------------------------------
Date R. Jeffrey Bailly
President, Chief Executive
Officer and Director
/s/ August 11, 2000 /s/ Ronald J. Lataille
------------------------- -----------------------------------------
Date Ronald J. Lataille
Vice President,
Chief Financial Officer & Treasurer
Page 14
