10-Q 1 a14-14202_110q.htm 10-Q

Table of Contents

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark one)

 

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

 

For the quarterly period ended  JUNE 30, 2014

 

OR

 

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

 

For the transition period from          to         

 

Commission File Number:  001-12648

 

UFP Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

04-2314970

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

172 East Main Street, Georgetown, Massachusetts 01833, USA

(Address of principal executive offices)  (Zip Code)

 

(978) 352-2200

(Registrant’s telephone number, including area code)

 

 

(Former name, former address, and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x;  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x;  No o

 

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

 

Large accelerated filer  o

 

Accelerated filer  x

 

 

 

Non—accelerated filer  o

 

Smaller reporting company  o

[Do not check if a smaller reporting company]

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o;  No x

 

7,054,173 shares of registrant’s Common Stock, $0.01 par value, were outstanding as of August 1, 2014.

 

 

 



Table of Contents

 

UFP Technologies, Inc.

 

Index

 

 

 

Page

 

 

 

PART I - FINANCIAL INFORMATION

 

3

 

 

 

Item 1. Financial Statements

 

3

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013

 

3

 

 

 

Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2014, and June 30, 2013 (unaudited)

 

4

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014, and June 30, 2013 (unaudited)

 

5

 

 

 

Notes to Interim Condensed Consolidated Financial Statements

 

6

 

 

 

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

 

13

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

16

 

 

 

Item 4. Controls and Procedures

 

16

 

 

 

PART II - OTHER INFORMATION

 

17

 

 

 

Item 1A. Risk Factors

 

17

 

 

 

Item 6. Exhibits

 

17

 

 

 

Signatures

 

18

 

 

 

Exhibit Index

 

19

 

2



Table of Contents

 

PART I:                                                 FINANCIAL INFORMATION

ITEM 1:                                               FINANCIAL STATEMENTS

 

UFP Technologies, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

June 30,
2014

 

December 31,
2013

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

31,960

 

$

37,303

 

Receivables, less allowance for doubtful accounts of $473 at June 30, 2014 and $512 at December 31, 2013

 

17,622

 

17,032

 

Inventories

 

13,429

 

11,048

 

Prepaid expenses

 

1,681

 

690

 

Refundable income taxes

 

1,625

 

1,537

 

Deferred income taxes

 

1,256

 

1,222

 

Total current assets

 

67,573

 

68,832

 

Property, plant, and equipment

 

68,546

 

64,574

 

Less accumulated depreciation and amortization

 

(40,755

)

(39,067

)

Net property, plant, and equipment

 

27,791

 

25,507

 

Goodwill

 

7,322

 

7,322

 

Intangible assets, net

 

1,114

 

1,346

 

Other assets

 

5,084

 

2,013

 

Total assets

 

$

108,884

 

$

105,020

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

4,161

 

$

3,081

 

Accrued expenses

 

6,834

 

8,265

 

Current installments of long-term debt

 

985

 

976

 

Total current liabilities

 

11,980

 

12,322

 

Long-term debt, excluding current installments

 

2,372

 

2,867

 

Deferred income taxes

 

2,245

 

2,436

 

Retirement and other liabilities

 

1,589

 

1,805

 

Total liabilities

 

18,186

 

19,430

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $.01 par value. Authorized 1,000,000 shares; zero shares issued or outstanding

 

 

 

Common stock, $.01 par value. Authorized 20,000,000 shares; issued and outstanding 7,054,173 at June 30, 2014 and 6,900,683 at December 31, 2013

 

71

 

69

 

Additional paid-in capital

 

21,475

 

20,291

 

Retained earnings

 

69,152

 

65,230

 

Total stockholders’ equity

 

90,698

 

85,590

 

Total liabilities and stockholders’ equity

 

$

108,884

 

$

105,020

 

 

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

 

3



Table of Contents

 

UFP Technologies, Inc.

Condensed Consolidated Statements of Income

(In thousands, except share data)

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Net sales

 

$

34,025

 

$

35,832

 

$

68,634

 

$

69,529

 

Cost of sales

 

24,549

 

25,113

 

50,050

 

49,908

 

Gross profit

 

9,476

 

10,719

 

18,584

 

19,621

 

Selling, general & administrative expenses

 

6,466

 

6,075

 

12,290

 

12,021

 

Restructuring costs

 

234

 

 

324

 

 

(Gain) loss on sale of fixed assets

 

(12

)

11

 

(12

)

11

 

Operating income

 

2,788

 

4,633

 

5,982

 

7,589

 

Interest expense, net

 

(27

)

(45

)

(48

)

(85

)

Other income, net

 

100

 

 

100

 

 

Income before income tax expense

 

2,861

 

4,588

 

6,034

 

7,504

 

Income tax expense

 

1,001

 

1,606

 

2,112

 

2,492

 

Net income

 

$

1,860

 

$

2,982

 

$

3,922

 

$

5,012

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.27

 

$

0.44

 

$

0.56

 

$

0.74

 

Diluted

 

$

0.26

 

$

0.42

 

$

0.55

 

$

0.71

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

7,025

 

6,798

 

6,999

 

6,783

 

Diluted

 

7,168

 

7,090

 

7,160

 

7,089

 

 

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

 

4



Table of Contents

 

UFP Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2014

 

2013

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

3,922

 

$

5,012

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

2,247

 

1,977

 

(Gain) loss on sale of fixed assets

 

(12

)

11

 

Share-based compensation

 

730

 

507

 

Excess tax benefit on share-based compensation

 

(834

)

(8

)

Deferred income taxes

 

(225

)

(7

)

Changes in operating assets and liabilities:

 

 

 

 

 

Receivables, net

 

(590

)

(826

)

Inventories

 

(2,381

)

(1,196

)

Prepaid expenses

 

(991

)

(540

)

Refundable income taxes

 

746

 

1,714

 

Other assets

 

(103

)

(106

)

Accounts payable

 

1,080

 

(108

)

Accrued taxes and other expenses

 

(1,431

)

(1,559

)

Retirement and other liabilities

 

(216

)

203

 

Net cash provided by operating activities

 

1,942

 

5,074

 

Cash flows from investing activities:

 

 

 

 

 

Additions to property, plant, and equipment

 

(4,309

)

(3,545

)

Escrow deposit for Texas building purchase (See Note 12)

 

(2,968

)

 

Holdback payment related to the acquisition of Packaging Alternatives Corporation

 

 

(200

)

Proceds from sale of fixed assets

 

22

 

5

 

Net cash used in investing activities

 

(7,255

)

(3,740

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from the issuance of long-term debt

 

 

580

 

Principal repayments of long-term debt

 

(486

)

(770

)

Proceeds from exercise of stock options, net of attestation

 

323

 

65

 

Excess tax benefit on share-based compensation

 

834

 

8

 

Payment of statutory withholdings for stock options exercised and restricted stock units vested

 

(701

)

(426

)

Net cash used in financing activities

 

(30

)

(543

)

Net (decrease) increase in cash and cash equivalents

 

(5,343

)

791

 

Cash and cash equivalents at beginning of period

 

37,303

 

33,480

 

Cash and cash equivalents at end of period

 

$

31,960

 

$

34,271

 

 

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

 

5



Table of Contents

 

Notes to Interim Condensed Consolidated Financial Statements

 

(1)                     Basis of Presentation

 

The interim condensed consolidated financial statements of UFP Technologies, Inc. (the “Company”) presented herein, have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2013, included in the Company’s 2013 Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

 

The condensed consolidated balance sheet as of June 30, 2014, the condensed consolidated statements of income for the three- and six-month periods ended June 30, 2014, and 2013, and the condensed consolidated statements of cash flows for the six-month periods ended June 30, 2014, and 2013 are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation of results for these interim periods.

 

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

 

The results of operations for the three- and six-month periods ended June 30, 2014, are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2014.

 

(2)                     Supplemental Cash Flow Information

 

Cash paid for interest and income taxes is as follows (in thousands):

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2014

 

2013

 

Interest

 

$

47

 

$

86

 

Income taxes, net of refunds

 

$

1,589

 

$

645

 

 

During the six-month periods ended June 30, 2014, and 2013, the Company permitted the exercise of stock options with exercise proceeds paid with the Company’s stock (“cashless” exercises) totaling approximately $352,000 and $0, respectively.

 

(3)                     Fair Value Accounting

 

The Company has financial instruments, such as accounts receivable, accounts payable, and accrued expenses, which are stated at carrying amounts that approximate fair value because of the short maturity of those instruments.  The carrying amount of the Company’s long-term debt approximates fair value as the interest rate on the debt approximates the estimated borrowing rate currently available to the Company.

 

(4)                     Share-Based Compensation

 

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

 

The Company issues share-based payments through several plans that are described in detail in the notes to the consolidated financial statements for the year ended December 31, 2013.  The compensation cost charged against income for those plans is included in selling, general & administrative expenses as follows (in thousands):

 

6



Table of Contents

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Total share-based compensation expense

 

$

465

 

$

328

 

$

730

 

$

507

 

 

Share-based compensation for the three-month periods ended June 30, 2014 and 2013 includes approximately $122,000 and $60,000, respectively, representing the fair value of the Company’s common stock granted during the quarter to the Board of Directors.  Share-based compensation for the six-month periods ended June 30, 2014 and 2013 includes approximately $127,000 and $60,000, respectively, representing the fair value of the Company’s common stock granted during the period to the Board of Directors.

 

The total income tax benefit recognized in the condensed consolidated statements of income for share-based compensation arrangements was approximately $145,000 and $106,000 for the three-month periods ended June 30, 2014, and 2013, respectively, and $215,000 and $157,000 for the six-month periods ended June 30, 2014, and 2013, respectively.

 

The following is a summary of stock option activity under all plans for the six-month period ended June 30, 2014:

 

 

 

Shares Under
Options

 

Weighted
Average
Exercise Price
(per share)

 

Weighted
Average
Remaining
Contractual
Life

(in years)

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding at December 31, 2013

 

467,500

 

$

9.00

 

 

 

 

 

Granted

 

30,193

 

25.05

 

 

 

 

 

Exercised

 

(159,336

)

4.23

 

 

 

 

 

Cancelled or expired

 

 

 

 

 

 

 

Outstanding at June 30, 2014

 

338,357

 

$

12.67

 

4.31

 

$

3,892

 

Exercisable at June 30, 2014

 

249,608

 

$

9.95

 

4.45

 

$

3,545

 

Vested and expected to vest at June 30, 2014

 

338,357

 

$

12.67

 

4.31

 

$

3,892

 

 

On March 12, 2014, the Company granted one of its directors options to purchase 577 shares of its common stock at that day’s closing price of $25.48.  On June 11, 2014, the Company granted options to certain employees and directors for the purchase of 15,000 shares and 14,616 shares, respectively, of common stock at that day’s closing price of $25.04.  The compensation expense related to these grants was determined as the fair value of the options using the Black Scholes option pricing model based on the following assumptions:

 

Expected volatility

32.8% to 37.9%

Expected dividends

None

Risk free interest rate

0.7% to 0.8%

Expected term

3.8 to 5.0 years

 

The stock volatility for each grant is determined based on a review of the experience of the weighted average of historical daily price changes of the Company’s common stock over the expected option term, and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The weighted average grant date fair value of options granted during the six-month period ended June 30, 2014 was $7.47.

 

During the six-month periods ended June 30, 2014, and 2013, the total intrinsic value of all options exercised (i.e., the difference between the market price on the exercise date and the price paid by the employees to exercise the options) was approximately $3.4 million and $155,000, respectively, and the total amount of consideration received by the Company from the exercised options was approximately $675,000 and $65,000,

 

7



Table of Contents

 

respectively.  At its discretion, the Company allows option holders to surrender previously owned common stock in lieu of paying the exercise price and withholding taxes. During the six-months ended June 30, 2014, 31,310 shares (14,077 for options and 17,233 for taxes) were surrendered at an average market price of $25.47.

 

During the three-month periods ended June 30, 2014, and 2013, the Company recognized compensation expenses related to stock options granted to directors and employees of approximately $172,000 and $100,000, respectively.  During the six-month periods ended June 30, 2014, and 2013, the Company recognized compensation expenses related to stock options granted to directors and employees of approximately $267,000 and $125,000, respectively.

 

On February 18, 2014, the Company’s Compensation Committee approved the award of $400,000, payable in shares of common stock to the Company’s Chairman, Chief Executive Officer, and President under the 2003 Incentive Plan.  The shares will be issued on or before December 31, 2014.  The Company recorded compensation expense associated with the award of $100,000 and $200,000, respectively, during both the three- and six-month periods ended June 30, 2014 and 2013.

 

The following table summarizes information about Restricted Stock Units (“RSUs”) activity during the six-month period ended June 30, 2014:

 

 

 

Restricted
Stock Units

 

Weighted Average
Award Date
Fair Value

 

Unvested at December 31, 2013

 

50,900

 

$

11.94

 

Awarded

 

22,338

 

25.94

 

Shares vested

 

(30,253

)

10.11

 

Forfeited / cancelled

 

 

 

Unvested at June 30, 2014

 

42,985

 

$

17.70

 

 

During the three- and six-month periods ended June 30, 2014, the Company recorded compensation expense related to RSUs of approximately $70,000 and $136,000, respectively.  The Company recorded compensation expense of approximately $68,000 and $122,000, respectively, for the same periods of 2013.

 

At the Company’s discretion, RSU holders are given the option to net-share settle to cover the required minimum withholding tax, and the remaining amount is converted into the equivalent number of common shares.  During the six-month periods ended June 30, 2014 and 2013, 9,878 and 22,089 shares were surrendered at an average market price of $25.88 and $19.29, respectively.

 

At June 30, 2014, the company had approximately $1.0 million of unrecognized compensation expense which is expected to be recognized over a period of 4.0 years.

 

(5)                     Inventories

 

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

 

 

 

June 30,
2014

 

December 31,
2013

 

Raw materials

 

$

8,296

 

$

6,627

 

Work in process

 

1,248

 

1,056

 

Finished goods

 

3,885

 

3,365

 

Total inventory

 

$

13,429

 

$

11,048

 

 

8



Table of Contents

 

(6)                     Preferred Stock

 

On March 18, 2009, the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, to the stockholders of record on March 20, 2009.  Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Share”) of the Company, at a price of $25 per one one-thousandth of a Preferred Share subject to adjustment and the terms of the Rights Agreement.  The Rights expire on March 19, 2019.

 

(7)                     Income Per Share

 

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

 

The weighted average number of shares used to compute basic and diluted net income per share consisted of the following (in thousands):

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Weighted average common shares outstanding, basic

 

7,025

 

6,798

 

6,999

 

6,783

 

Weighted average common equivalent shares due to stock options and RSUs

 

143

 

292

 

161

 

306

 

Weighted average common shares outstanding, diluted

 

7,168

 

7,090

 

7,160

 

7,089

 

 

The computation of diluted earnings per share excludes the effect of the potential exercise of stock awards, including stock options, when the average market price of the common stock is lower than the exercise price of the related options during the period. These outstanding stock awards are not included in the computation of diluted income per share because the effect would have been antidilutive.  For both the three- and six-month periods ended June 30, 2014, the number of stock awards excluded from the computation of diluted earnings per share was 30,193. For both the three- and six-month periods ended June 30, 2013, the number of stock awards excluded from the computation of diluted earnings per share was 77,362.

 

(8)                     Segment Reporting

 

The Company is organized based on the nature of the products and services that it offers. Under this structure, the Company produces products within two distinct segments: Component Products and Packaging. Within the Component Products segment, the Company primarily uses cross-linked polyethylene foam to provide customers in the medical, aerospace and defense, automotive, and packaging markets with engineered products for numerous purposes. Within the Packaging segment, the Company primarily uses polyethylene and polyurethane foams, sheet plastics, and pulp fiber to provide customers with cushion packaging for their products.

 

The accounting policies of the segments are the same as those described in Note 1 to the consolidated financial statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission.  The Company evaluates the performance of its operating segments based on operating income.

 

Inter-segment transactions are uncommon and not material.  Therefore, they have not been reflected separately in the financial table below.  Revenues from customers outside of the United States are not material.  No customer comprised more than 10% of the Company’s consolidated revenues for the three-month period ended June 30, 2014.  All of the Company’s assets are located in the United States.  Unallocated assets consist of the Company’s cash balance and unallocated operating income consists of restructuring costs. Financial statement information by reportable segment is as follows (in thousands):

 

9



Table of Contents

 

 

 

Three Months Ended June 30, 2014

 

Three Months Ended June 30, 2013

 

 

 

Component
Products
$

 

Packaging
$

 

Unallocated
$

 

Total
UFPT
$

 

Component
Products
$

 

Packaging
$

 

Unallocated
$

 

Total
UFPT
$

 

Net sales

 

23,888

 

10,137

 

 

34,025

 

24,827

 

11,005

 

 

35,832

 

Operating income

 

2,429

 

593

 

(234

)

2,788

 

3,217

 

1,416

 

 

4,633

 

Depreciation / amortization

 

481

 

635

 

 

1,116

 

463

 

540

 

 

1,003

 

Capital expenditures

 

2,022

 

909

 

 

2,931

 

196

 

2,097

 

 

2,293

 

 

 

 

Six Months Ended June 30, 2014

 

Six Months Ended June 30, 2013

 

 

 

Component
Products
$

 

Packaging
$

 

Unallocated
$

 

Total
UFPT
$

 

Component
Products
$

 

Packaging
$

 

Unallocated
$

 

Total
UFPT
$

 

Net sales

 

47,499

 

21,135

 

 

68,634

 

47,659

 

21,870

 

 

69,529

 

Operating income

 

4,872

 

1,434

 

(324

)

5,982

 

5,958

 

1,631

 

 

7,589

 

Depreciation / amortization

 

979

 

1,268

 

 

2,247

 

908

 

1,069

 

 

1,977

 

Capital expenditures

 

2,395

 

1,914

 

 

4,309

 

948

 

2,597

 

 

3,545

 

Total assets

 

32,582

 

44,342

 

31,960

 

108,884

 

34,707

 

32,946

 

34,272

 

101,925

 

 

(9)                     Other Intangible Assets

 

The carrying values of the company’s definite lived intangible assets as of June 30, 2014, and December 31, 2013, are as follows (in thousands):

 

 

 

Patents

 

Non-
Compete

 

Customer
List

 

Total

 

Estimated useful life

 

14 years

 

5 years

 

5 years

 

 

 

Gross amount at June 30, 2014

 

$

429

 

$

512

 

$

2,046

 

$

2,987

 

Accumulated amortization at June 30, 2014

 

(429

)

(294

)

(1,150

)

(1,873

)

Net balance at June 30, 2014

 

$

 

$

218

 

$

896

 

$

1,114

 

 

 

 

 

 

 

 

 

 

 

Gross amount at December 31, 2013

 

$

429

 

$

512

 

$

2,046

 

$

2,987

 

Accumulated amortization at December 31, 2013

 

(429

)

(249

)

(963

)

(1,641

)

Net balance at December 31, 2013

 

$

 

$

263

 

$

1,083

 

$

1,346

 

 

Amortization expense related to intangible assets was approximately $113,000 and $105,000 for the three-month periods ended June 30, 2014, and 2013, respectively, and $232,000 and $239,000 for the six-month periods ended June 30, 2014, and 2013.  The estimated remaining amortization expense as of June 30, 2014 is as follows (in thousands):

 

10



Table of Contents

 

Remainder of:

 

 

 

2014

 

$

160

 

2015

 

318

 

2016

 

318

 

2017

 

318

 

Total

 

$

1,114

 

 

(10)              Income Taxes

 

The income tax expense included in the accompanying unaudited consolidated statements of income principally relates to the Company’s proportionate share of the pre-tax income of its majority-owned subsidiaries.  The determination of income tax expense for interim reporting purposes is based upon the estimated effective tax rate for the year, adjusted for the impact of any discrete items which are accounted for in the period in which they occur.

 

The Company recorded a tax expense of approximately 35.0% of income before income tax expense for the three-month periods ended June 30, 2014 and 2013, respectively.  The Company recorded a tax expense of approximately 35.0% of income before income tax expense for the six-month period ended June 30, 2014, compared to a tax expense of approximately 33.2% for the comparable six-month period in 2013. The increase in the effective tax rate was a result of a retroactive application for a 2012 research and development credit which was recorded as a discrete event in the first quarter of 2013. Excluding this discrete event, the effective tax rate for the six- months ended June 30, 2013 was also approximately 35.0%.

 

(11)              Plant Consolidation

 

On January 7, 2014, the Company committed to move forward with a plan to cease operations at its Glendale Heights, Illinois plant and consolidate operations into its Grand Rapids, Michigan, facility. The Company’s decision was in response to a pending significant increase in lease cost, declining sales at the Illinois facility, and significant anticipated savings as a result of the consolidation.

 

The Company expects to incur approximately $1,150,000 in one-time expenses in connection with the consolidation, and to invest approximately $300,000 in building improvements in Grand Rapids. Included in the $1,150,000 amount above are approximately $350,000 of expenses the Company expects to incur relating to employee severance payments, approximately $550,000 in moving expenses and expenses associated with vacating the Glendale Heights building, and approximately $250,000 in expenses in moving equipment within the Grand Rapids location. Total cash charges are estimated at $1,450,000. The Company expects annual cost savings of approximately $750,000 as a result of the plant consolidation.

 

The Company has recorded the following restructuring costs associated with the plant consolidation for the three and six-month periods ended June 30, 2014 (in thousands):

 

Restructuring Costs

 

Three Months Ended
June 30, 2014

 

Six Months Ended
June 30, 2014

 

 

 

 

 

 

 

Employee severance payments

 

$

14

 

$

25

 

Relocation costs

 

106

 

115

 

Workforce training costs

 

65

 

113

 

Grand Rapids plant infrastructure costs

 

49

 

71

 

 

 

 

 

 

 

Total restructuring costs

 

$

234

 

$

324

 

 

The Company also incurred approximately $131,000 for the three- and six-month periods ended June 30, 2014, in related capital improvements at its Grand Rapids facility.

 

11



Table of Contents

 

(12)              Subsequent Events

 

Plant Consolidation

 

On July 16, 2014, the Company committed to move forward with a plan to cease operations at its Costa Mesa, California plant and consolidate operations into its Rancho Dominguez, California facility and other UFP facilities. The Company’s decision was in response to the December 31, 2014 expiration of the lease on the Costa Mesa facility as well as the close proximity of the two properties. The Company expects the activities related to this consolidation to be completed on or before December 31, 2014.

 

The Company expects to incur approximately $535,000 in one-time expenses in connection with the consolidation. Included in the $535,000 amount above are approximately $50,000 of expenses the Company expects to incur relating to employee severance payments, approximately $465,000 in moving expenses and expenses associated with vacating the Costa Mesa property and approximately $20,000 in expenses in moving equipment within the Rancho Dominguez location. The Company does not expect to incur any lease separation costs as the completion of the move is expected to coincide with the expiration of the Costa Mesa lease. Total cash charges are estimated at $535,000. The Company expects annual cost savings of approximately $550,000 as a result of the plant consolidation.

 

Building Purchase

 

On July 1, 2014, the Company completed the purchase of a new facility in El Paso, Texas, for approximately $3.0 million.  The Company plans for the new facility to house the Company’s current Texas foam and medical packaging business and to provide capacity to expand its molded fiber operations.  The expansion will include two additional manufacturing lines that are expected to be operational by the first quarter of 2015.

 

12



Table of Contents

 

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

 

Forward-looking Statements

 

This report contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and releases issued by the Securities and Exchange Commission.  The words “believe,”  “expect,”  “anticipate,” “intend,” “plan,” “estimate,” and other expressions, which are predictions of or indicate future events and trends and that do not relate to historical matters, identify forward-looking statements.  Examples of forward-looking statements included in this report include, without limitation, statements regarding the anticipated financial performance and/or future business prospects of the Company, anticipated trends in the different markets in which the Company competes, expectations regarding the Company’s results of operations, financial condition and the sufficiency of the Company’s capital resources, statements regarding the Company’s capital expenditure plans and expansion of our business and anticipated advantages associated therewith, including the development of and investments in its molded fiber product line, expectations regarding the manufacturing capacity and efficiencies of the Company’s production equipment, anticipated advantages relating to the Company’s decisions to consolidate its Midwest and California facilities and the expected costs, savings and efficiencies associated therewith, expected methods of growth for the Company, expectations regarding the Company’s acquisition strategy, any indication that the Company may be able to sustain or increase its sales and earnings or sales and earnings growth rates and statements regarding the overall economy.

 

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance, or achievements of the Company to differ materially from anticipated future results, performance, or achievements expressed or implied by such forward-looking statements.  Examples of these risks, uncertainties, and other factors include, without limitation, the following: economic conditions that affect sales of the products of the Company’s customers, risks associated with the identification of suitable acquisition candidates and the successful, efficient execution and integration of such acquisitions, the implementation of new production equipment in a timely, cost-efficient manner, risks that any benefits from such new equipment may be delayed or not fully realized, or that the Company may be unable to fully utilize its production capacity, actions by the Company’s competitors, and the ability of the Company to respond to such actions, the ability of the Company to obtain new customers, the ability of the Company to offset lost revenues, evolving customer requirements, difficulties associated with the roll-out of new products, decisions by customers to cancel or defer orders for the Company’s products that previously had been accepted, risks and uncertainties associated with plant closures and expected efficiencies from consolidating manufacturing, the costs of compliance with the requirements of Sarbanes-Oxley, and general economic and industry conditions and other factors.  In addition to the foregoing, the Company’s actual future results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth elsewhere in this report and changes in general economic conditions, interest rates and the assumptions used in making such forward-looking statements.  All of the forward-looking statements are qualified in their entirety by reference to the risk factors and other disclaimers described in the Company’s filings with the Securities and Exchange Commission, in particular its most recent Annual Report on Form 10-K.  The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Unless the context requires otherwise, the terms “we”, “us”, “our”, or “the Company” refer to UFP Technologies, Inc. and its consolidated subsidiaries.

 

Overview

 

Using foams, plastics, composites, and natural fiber materials, UFP Technologies designs and manufactures a vast range of solutions primarily for the medical, aerospace and defense, automotive, and packaging markets.

 

The Company realized a 1.3% decrease in year-to-date sales through June 30, 2014, compared to the same period in 2013, largely due to a 19% reduction in sales to the aerospace and defense market due to continued cuts in government spending. This decline in sales, combined with higher overhead costs and approximately $324,000 in restructuring costs resulted in a 21.2% decrease in operating income for the six-month period ended June 30, 2014.  The Company anticipates improved sales to the aerospace and defense market in the second half of 2014 based on customer forecasts but also expects to incur additional restructuring charges associated with the previously announced plant consolidations in the Midwest and in California.

 

13



Table of Contents

 

The Company’s current strategy includes organic growth and growth through strategic acquisitions.

 

Results of Operations

 

Sales

 

Sales for the three-month period ended June 30, 2014, decreased approximately 5.0% to $34.0 million from sales of $35.8 million for the same period in 2013.  Sales for the six-month period ended June 30, 2014, decreased approximately 1.3% to $68.6 million from sales of $69.5 million for the same period in 2013.  The decrease in sales for the three-month period ended June 30, 2014, is primarily due to a 25.1% sales decline in the aerospace and defense market (both segments) due to continued cuts in government spending and a 16.2% decline in sales to the automotive market (Component Products segment) due largely to customer plant shutdowns.  The decrease in sales for the six-month period ended June 30, 2014, is primarily due to a 19.2% sales decline in the aerospace and defense market (both segments) due to continued cuts in government spending partially offset by a 9.1% increase in sales of molded fiber packaging (Packaging segment) due to continued demand for environmentally friendly packaging and the Company’s recent addition of production capacity.

 

Gross Profit

 

Gross profit as a percentage of sales (“gross margin”) decreased to 27.9% for the three-month period ended June 30, 2014, from 29.9% for the same period in 2013.  This decrease is primarily due to the impact of the sales decrease discussed above measured against fixed overhead, higher depreciation costs and increased employee health care costs. As a percentage of sales, material, and labor collectively declined 0.2% while overhead increased 2.3% (both segments).

 

Gross profit as a percentage of sales decreased to 27.1% for the six-month period ended June 30, 2014, from 28.2% in the same period of 2013.  This decrease is primarily due to the impact of the sales decrease discussed above measured against fixed overhead, higher depreciation costs and increased employee health care costs.  As a percentage of sales, material, and labor collectively declined 0.4% while overhead increased 1.5% (both segments).

 

Selling, General and Administrative Expenses

 

Selling, general, and administrative expenses (“SG&A”) increased approximately 6.4% to $6.5 million for the three-month period ended June 30, 2014, from $6.1 million for the same period in 2013.  SG&A increased approximately 2.2% to $12.3 for the six-month period ended June 30, 2014, from $12.0 million in the same period in 2013.  The increase in SG&A for the three-month period ended June 30, 2014 is primarily due to higher depreciation costs of approximately $55,000 largely associated with the Company’s new Enterprise Resource Planning (“ERP”) software system, increased bad debt expense of approximately $90,000 largely due to one large account write-off and increased director compensation of approximately $125,000. The slight increase for the six-month period ended June 30, 2014 is primarily due to higher depreciation costs of approximately $100,000 largely associated with the Company’s new ERP software system, increased compensation and benefits of approximately $330,000 and increased director compensation of approximately $135,000, partially offset by a reduction of approximately $250,000 in professional fees.

 

Restructuring Costs

 

On January 7, 2014, the Company committed to move forward with a plan to cease operations at its Glendale Heights, Illinois, plant and consolidate operations into its Grand Rapids, Michigan, facility. The Company’s decision was in response to a pending significant increase in lease cost, declining sales at the Illinois facility, and significant anticipated savings as a result of the consolidation.

 

The Company expects to incur approximately $1,150,000 in one-time expenses in connection with the consolidation, and to invest approximately $300,000 in building improvements in Grand Rapids. Included in the $1,150,000 amount above are approximately $350,000 of expenses the Company expects to incur relating to employee severance payments, approximately $550,000 in moving expenses and expenses associated with vacating the Glendale Heights building, and approximately $250,000 in expenses in moving equipment within the Grand Rapids location. Total cash charges are estimated at $1,450,000. The Company expects annual cost savings of approximately $750,000 as a result of the plant consolidation.

 

14



Table of Contents

 

The Company has recorded the following restructuring costs associated with the plant consolidation for the three and six-month periods ended June 30, 2014 (in thousands):

 

Restructuring Costs

 

Three Months Ended
June 30, 2014

 

Six Months Ended
June 30, 2014

 

 

 

 

 

 

 

Employee severance payments

 

$

14

 

$

25

 

Relocation costs

 

106

 

115

 

Workforce training costs

 

65

 

113

 

Grand Rapids plant infrastructure costs

 

49

 

71

 

 

 

 

 

 

 

Total restructuring costs

 

$

234

 

$

324

 

 

The Company also incurred approximately $131,000 for the three and six month periods ended June 30, 2014, in related capital improvements at its Grand Rapids facility.

 

Interest Expense

 

The Company had net interest expense of approximately $27,000 and $48,000 for the three- and six-month periods ended June 30, 2014, respectively, compared to net interest expense of approximately $45,000 and $85,000, respectively, in the same periods of 2013.  The decrease in interest expense in both periods, is primarily due to a lower average debt balance as a result of the Company’s repayment of term loans in conjunction with the execution of a new revolving credit facility in the fourth quarter of 2013.

 

Income Taxes

 

The Company’s effective tax rate was approximately 35.0% for the three-month periods ended June 30, 2014 and 2013, respectively.  The Company’s effective tax rate was approximately 35.0% for the six-month period ended June 30, 2014, compared to an effective tax rate of approximately 33.2% for the comparable six-month period in 2013. The increase in the effective tax rate in the six-month period ended June 30, 2014 was a result of a retroactive application for a 2012 research and development credit which was recorded as a discrete event in the first quarter of 2013. Excluding this discrete event, the effective tax rate for the six months ended June 30, 2013 was also approximately 35.0%.

 

Liquidity and Capital Resources

 

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

 

Cash Flows

 

Net cash provided by operations for the six-month period ended June 30, 2014, was approximately $1.9 million, and was primarily a result of net income generated of approximately $3.9 million, an increase in refundable income taxes of approximately $0.7 million and an increase in accounts payable of approximately $1.1 million due to the timing of vendor payments in the ordinary course of business.  These cash inflows were partially offset by an increase in inventory of approximately $2.4 million due to the timing of raw materials purchases and customer shipments, an increase in prepaid expenses of approximately $1.0 million primarily due to the prepayment of insurance premiums and a decrease in accrued expenses of approximately $1.4 million due to payments for 2013 year-end bonuses, annual profit sharing contributions and sales commissions.

 

Net cash used in investing activities during the six-month period ended June 30, 2014 was approximately $7.3 million and was primarily the result of additions of manufacturing machinery and equipment and an escrow deposit made with respect to the Company’s recent purchase of a new manufacturing facility in Texas.

 

Net cash used in financing activities was approximately $30,000 in the six-month period ended June 30, 2014, representing cash used to service term debt of approximately $480,000 and to pay statutory withholding for stock options exercised and restricted stock units vested of approximately $700,000, partially offset by excess tax benefits on share-based compensation of approximately $830,000 and net proceeds received upon stock option exercises of approximately $320,000.

 

15



Table of Contents

 

Outstanding and Available Debt

 

The Company maintains an unsecured $40 million revolving credit facility with Bank of America, N.A. The credit facility calls for interest of LIBOR plus a margin that ranges from 1.0% to 1.5% or, at the discretion of the Company, the bank’s prime rate less a margin that ranges from 0.25% to zero. In both cases the applicable margin is dependent upon Company performance. Under the credit facility, the Company is subject to a minimum fixed-charge coverage financial covenant as well as a maximum total funded debt to EBITDA financial covenant. The Company’s $40 million credit facility matures on November 30, 2018.

 

As of June 30, 2014, the Company had no borrowings outstanding under the credit facility and the Company was in compliance with all covenants under the credit facility.

 

In 2012, the Company financed the purchase of two molded fiber machines through five-year term loans that mature in September 2017.  The annual interest rate is fixed at 1.83% and the loans are secured by the related molded fiber machines. As of June 30, 2014, the outstanding balance of the term loan facility was approximately $3.4 million.

 

Future Liquidity

 

The Company requires cash to pay its operating expenses, purchase capital equipment, and to service its contractual obligations.  The Company’s principal sources of funds are its operations and its revolving credit facility.  The Company generated cash of approximately $1.9 million in operations during the six-month period ended June 30, 2014, and cannot guarantee that its operations will generate cash in future periods.  The Company’s longer-term liquidity is contingent upon future operating performance.

 

Throughout fiscal 2014, the Company plans to continue to add capacity to enhance operating efficiencies in its manufacturing plants.  The Company may consider additional acquisitions of companies, technologies, or products that are complementary to its business.  The Company believes that its existing resources, including its revolving credit facility, together with cash expected to be generated from operations and funds expected to be available to it through any necessary equipment financings and additional bank borrowings, will be sufficient to fund its cash flow requirements, including capital asset acquisitions, through the next twelve months.

 

Commitments and Contractual Obligations

 

There have been no material changes outside the ordinary course of business to our contractual obligations and commitments, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013.

 

Off-Balance-Sheet Arrangements

 

The Company had no off-balance-sheet arrangements during the six-month period ended June 30, 2014, other than operating leases.

 

ITEM 3:                                               QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in our market risks as previously disclosed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2013.

 

ITEM 4:                                               CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report (the “Evaluation Date”), the Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in SEC Rule 13a-15(e) or 15d-15(e)).  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii)

 

16



Table of Contents

 

accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

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

 

PART II:                                            OTHER INFORMATION

 

ITEM 1A:                                      RISK FACTORS

 

There have been no material changes from the risk factors previously disclosed in Part 1 - Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

 

ITEM 6:                                               EXHIBITS

 

Exhibit No.

 

Description

 

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.*

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.*

32.1

 

Certifications pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS

 

XBRL Instance Document.*

101.SCH

 

XBRL Taxonomy Extension Schema Document.*

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document.*

101.LAB

 

XBRL Taxonomy Label Linkbase Document.*

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document.*

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.*

 


 

 

*            Filed herewith.

 

 

**     Furnished herewith.

 

17



Table of Contents

 

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.

 

Date: August 8, 2014

By:

/s/ R. Jeffrey Bailly

 

 

R. Jeffrey Bailly

 

 

Chairman, Chief Executive Officer, President, and Director

 

 

(Principal Executive Officer)

 

 

 

Date: August 8, 2014

By:

/s/ Ronald J. Lataille

 

 

Ronald J. Lataille

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

18



Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.*

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.*

32.1

 

Certifications pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS

 

XBRL Instance Document.*

101.SCH

 

XBRL Taxonomy Extension Schema Document.*

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document.*

101.LAB

 

XBRL Taxonomy Label Linkbase Document.*

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document.*

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.*

 


 

 

*            Filed herewith.

 

 

**     Furnished herewith.

 

19