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): August 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):

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

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

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

oPre-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 August 9, 2006, the Company issued a press release announcing its financial results for the second quarter ended June 30, 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 August 9, 2006 of UFP Technologies, Inc.

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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: August 14, 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 August 9, 2006 of UFP Technologies, Inc.

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EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

August 9, 2006

UFPT ANNOUNCES STRONG 2nd QUARTER RESULTS

Georgetown, Massachusetts, August 9, 2006.  UFP Technologies, Inc. (Nasdaq: UFPT), a manufacturer of packaging and component products, today reported a profit of $701,000 or $0.13 per diluted common share outstanding for its second quarter ended June 30, 2006, more than doubling 2005 second quarter profits of $314,000 or $0.06 per diluted share outstanding.  Sales for the second quarter were $24.5 million or 17.3% higher than 2005 second quarter sales of $20.9 million.  For the six-month period ended June 30, 2006, the Company reported a profit of $1.3 million, compared to a profit of $400,000 in the same period last year.  Sales for the six-month period ended June 30, 2006 were $48.7 million or 24.5% higher than 2005 sales of $39.1 million.

“We are very pleased with our progress and financial results,” said R. Jeffrey Bailly, President & CEO.  “Our focused sales and marketing efforts have led to double-digit sales increases in five of our six target markets. This accelerated growth and our ongoing efforts to reduce costs and improve manufacturing efficiencies are combining to drive bottom line improvements.”

“Our Southeast automotive program, scheduled to run into 2011, is in full production and operating efficiently,” Bailly continued.  “This has helped offset an otherwise challenging automotive market.” Addressing the Company’s overall growth prospects, he said “Our strong cash flow has allowed us to pay down debt, leaving us with $11 million available on our revolver, which positions us well to fund future growth opportunities.”

UFP Technologies is a leading designer and manufacturer of interior protective packaging solutions using molded fiber, vacuum-formed plastics, and molded and fabricated foam plastics.  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 Southeast automotive program being scheduled to run into 2011, the Company’s strategies for growth, efforts to improve operating efficiencies and the Company’s belief about the success of its strategies.  Investors are cautioned that such forward-looking statements involve risks and uncertainties, including the ability of the Company’s primary customer under the Company’s Southeast automotive program to terminate its contract underlying the program with the Company for any reason, subject to a cancellation charge, the ability of the Company to integrate the recently acquired 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 their 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)

(Unaudited)

	Three Months Ended				Six Months Ended
	30-Jun-06		30-Jun-05		30-Jun-06		30-Jun-05
Net sales	$	24,534	$	20,918	$	48,675	$	39,110
Cost of sales	19,245		16,792		38,507		31,361
Gross profit	5,289		4,126		10,168		7,749
SG&A	3,872		3,373		7,529		6,423
Operating income	1,417		753		2,639		1,326
Interest expense, other income & expenses	289		246		584		682
Income before income taxes	1,128		507		2,055		644
Income taxes	427		193		781		244
Net income	$	701	$	314	$	1,274	$	400
Weighted average shares outstanding	4,974		4,814		4,924		4,772
Weighted average diluted shares outstanding	5,568		5,236		5,415		5,215
Per Share Data
Net income per share outstanding	$	0.14	$	0.07	$	0.26	$	0.08
Net income per diluted share outstanding	$	0.13	$	0.06	$	0.24	$	0.08

Consolidated Condensed Balance Sheets

($ in thousands)

	(Unaudited)
	30-Jun-06		31-Dec-05
Assets:
Current assets	$	21,266	$	23,580
Net property, plant, and equipment	10,906		10,973
Other assets	9,620		9,447
Total assets	$	41,792	$	44,000
Liabilities and stockholders’ equity:
Current liabilities	$	15,875	$	20,260
Long-term debt	7,641		7,650
Other liabilities	1,285		1,329
Total liabilities	$	24,801	$	29,239
Total stockholders’ equity	16,991		14,761
Total liabilities and stockholders’ equity	$	41,792	$	44,000