8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2006

UFP Technologies, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-12648	04-2314970
(Commission File Number)	(I.R.S. Employer Identification No.)
172 East Main Street, Georgetown, MA	01833-2107
(Address of Principal Executive Offices)	(Zip Code)

(978) 352-2200
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02         Results of Operations and Financial Condition

On May 9, 2006, the Company issued a press release announcing its financial results for the first quarter ended March 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference.   The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements.    Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated May 9, 2006 of UFP Technologies, Inc. announcing its financial results for the first quarter ended March 31, 2006.

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SIGNATURE

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 hereunto duly authorized.

Dated: May 10, 2006	UFP TECHNOLOGIES, INC.
	By:	/s/Ronald J. Lataille
		Ronald J. Lataille, Chief Financial
		Officer and Vice President

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated May 9, 2006 of UFP Technologies, Inc. announcing its financial results for the first quarter ended March 31, 2006.

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EX-99.1

Exhibit 99.1

UFP TECHNOLOGIES, INC.	Tel. 978-352-2200
172 East Main Street	www.ufpt.com
Georgetown, MA 01833 — USA	Contact: Ron Lataille

FOR IMMEDIATE RELEASE

May 9, 2006

UFPT ANNOUNCES RECORD FIRST QUARTER RESULTS

Georgetown, Mass. (May 9, 2006). UFP Technologies, Inc. (Nasdaq: UFPT), a manufacturer of packaging and component products, today reported a profit of $574,000, or $0.11 per diluted common share outstanding for its first quarter ended March 31, 2006. This represents a significant improvement over its 2005 first quarter net profit of $85,000, or $0.02 per diluted share outstanding. Sales for the quarter ended March 31, 2006 increased 33% to a record $24.1 million, from $18.2 million in the first quarter of 2005.

“We are extremely pleased with our results for the quarter,” said R. Jeffrey Bailly, President and CEO. “Demand for our products continues to be strong in almost all of our target markets, as evidenced by our 33% sales growth,” Mr. Bailly continued. “This was particularly true in the medical, military, and automotive markets.”

“In addition to our solid top-line growth, we have improved manufacturing efficiencies in our automotive business unit,” added Mr. Bailly. “Our large program in Georgia has ramped up very quickly and is now operating at a profit. In addition, we have significantly decreased material scrap and excess labor on several sunshade programs launched in 2005. This progress, coupled with strong performance in most of our other markets, is driving our improved results.”

“With improved operating results and cash flow, we have also reinvigorated our acquisition efforts, starting with our recent acquisition of Stephen Packaging in Miami, Florida,” Mr. Bailly said. “We believe a blend of internal growth and growth through acquisition, coupled with continuous efforts to improve our operating efficiencies, will position UFP Technologies for long-term success.”

UFP Technologies is a leading designer and manufacturer of interior protective packaging solutions using molded fiber, vacuum-formed plastics, and molded and fabricated foam plastic products. The Company also designs and manufactures engineered component solutions using laminating, molding, and fabricating technologies. The Company primarily serves the automotive, computers and electronics, medical, aerospace and defense, consumer, and industrial markets.

This news release contains forward-looking information that involves risks and uncertainties, including statements about the  Company’s strategies for growth, efforts to improve operating efficiencies and the Company’s belief about the long-term success of its strategies. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including the ability of the Company to integrate Stephen Packaging Corporation in a timely, cost-effective manner without material loss of customers, risks associated with the identification of suitable acquisition candidates and the successful, efficient execution and integration of such acquisitions, 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, 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, evolving customer requirements, difficulties associated with the roll out of new products, the costs of compliance with Sarbanes-Oxley related requirements, general economic and industry conditions and other factors. Accordingly, actual results may differ materially. Readers are referred to the documents filed by the

Company with the SEC, specifically the last reports on Forms 10-K and 10-Q. The forward-looking statements contained herein speak only of the Company’s expectations as of the date of this press release. The Company express­ly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.

Consolidated Condensed Statements of Income
($ in thousands, except Per Share data)

	Three Months Ended
	(unaudited)
	31-Mar-06		31-Mar-05
Net sales	$	24,141	$	18,192
Cost of sales	19,262		14,569
Gross profit	4,879		3,623
SG&A	3,657		3,050
Operating income	1,222		573
Interest expense, other income & expenses	295		435
Income before income taxes	927		138
Income taxes	353		53
Net income	$	574	$	85
Weighted average shares outstanding	4,874		4,731
Weighted average diluted shares outstanding	5,233		5,257
Per Share Data
Net income per share outstanding	$	0.12	$	0.02
Net income per diluted share outstanding	$	0.11	$	0.02

Consolidated Condensed Balance Sheets
($ in thousands)

	(Unaudited)
	31-Mar-06		31-Dec-05
Assets:
Current assets	$	22,046	$	23,580
Net property, plant, and equipment	10,625		10,973
Other assets	9,438		9,447
Total assets	$	42,109	$	44,000
Liabilities and stockholders’ equity:
Current liabilities	$	17,914	$	20,260
Long-term debt	7,385		7,650
Other liabilities	1,256		1,329
Total liabilities	$	26,555	$	29,239
Total stockholders’ equity	15,554		14,761
Total liabilities and stockholders’ equity	$	42,109	$	44,000