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EX-31.01 - EX-31.01 - UFP TECHNOLOGIES INCa15-23221_1ex31d01.htm
EX-32.01 - EX-32.01 - UFP TECHNOLOGIES INCa15-23221_1ex32d01.htm
EX-21.01 - EX-21.01 - UFP TECHNOLOGIES INCa15-23221_1ex21d01.htm
EX-23.01 - EX-23.01 - UFP TECHNOLOGIES INCa15-23221_1ex23d01.htm
EX-31.02 - EX-31.02 - UFP TECHNOLOGIES INCa15-23221_1ex31d02.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2015

 

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

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

100 Hale Street, Newburyport, MA — USA

 

01950-3504

(Address of principal executive offices)

 

(Zip Code)

 

(978) 352-2200

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, $0.01 par value per share

 

The NASDAQ Stock Market L.L.C.

Preferred Share Purchase Rights

 

The NASDAQ Stock Market L.L.C.

 

Securities registered pursuant to Section 12(g) of the Act:   None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  o   No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.   Yes  o   No  x

 

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

 

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.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

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

 

As of June 30, 2015, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $80,812,307, based on the closing price of $20.92 on that date as reported on the NASDAQ Capital Market.

 

As of March 2, 2016, there were 7,178,397 shares of common stock, $0.01 par value per share, of the registrant outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Document

 

Parts of this Form 10-K Into Which
Incorporated

Portions of the registrant’s Proxy Statement for the 2016 Annual Meeting of Shareholders.

 

Part III

 

 

 



 

PART I

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements contained in this Report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These statements are subject to known and unknown risks, uncertainties, and other factors, which may cause our or our industry’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about the Company’s prospects, anticipated trends in the different markets in which the Company competes, including the medical, automotive, consumer, electronics, industrial and aerospace and defense markets, statements regarding anticipated new customer contracts, anticipated advantages relating to the Company’s decisions to consolidate its Midwest, California and Northeast facilities and the expected cost savings and efficiencies associated therewith, anticipated advantages of maintaining fewer, larger plants, anticipated advantages the Company expects to realize from its investments and capital expenditures, including the development of and investments in its molded fiber product lines, anticipated advantages the Company expects to realize as a result of its new enterprise resource planning software system, and the expected timing associated therewith, expectations regarding the manufacturing capacity and efficiencies of the Company’s new production equipment, statements about the Company’s acquisition opportunities and strategies, its participation and growth in multiple markets, its business opportunities, the Company’s growth potential and strategies for growth, anticipated revenues and the timing of such revenues, and any indication that the Company may be able to sustain or increase its sales or earnings or sales and earnings growth rates. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including without limitation risks and uncertainties associated with plant closures and expected efficiencies from consolidating manufacturing, the risk that the Company may not be able to finalize anticipated new customer contracts, risks associated with 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 expected production capacity, and risks and uncertainties associated with the identification of suitable acquisition candidates and the successful, efficient execution of acquisition transactions and integration of any such acquisition candidates.  Accordingly, actual results may differ materially.

 

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” and similar expressions intended to identify forward-looking statements. Our actual results could be different from the results described in or anticipated by our forward-looking statements due to the inherent uncertainty of estimates, forecasts, and projections, and may be materially better or worse than anticipated. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date of this Report. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after the date of this Report, in order to reflect changes in circumstances or expectations, or the occurrence of unanticipated events, except to the extent required by applicable securities laws. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed above and under “Risk Factors” set forth in Part I Item 1A of this Report, as well as the risks and uncertainties discussed elsewhere in this Report. We qualify all of our forward-looking statements by these cautionary statements. We caution you that these risks are not exhaustive. We operate in a continually changing business environment and new risks emerge from time to time.

 

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

 

ITEM 1.            BUSINESS

 

The Company is an innovative designer and custom converter of foams, plastics, composites and natural fiber materials, providing solutions to customers primarily within the medical, automotive, consumer, electronics, industrial, and aerospace and defense markets.   It converts these materials using laminating, molding, and

 

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fabricating manufacturing technologies.  The Company’s raw materials primarily consist of polyethylene and polyurethane foams, sheet plastics, pulp fiber, cross-linked polyethylene and reticulated polyurethane foams, fabric and foam laminates, and natural fiber materials.  The Company converts these materials to provide customers various solutions including automotive interior trim, medical device components, disposable wound care components, military uniform and gear components, athletic padding, air filtration, high-temperature insulation, abrasive nail files and other beauty aids, and cushion packaging for their products.

 

The Company was incorporated in the State of Delaware in 1993. The consolidated financial statements of the Company include the accounts and results of operations of UFP Technologies, Inc. and its wholly-owned subsidiaries, Moulded Fibre Technology, Inc., Simco Industries, Inc. and Stephenson & Lawyer, Inc. and its wholly-owned subsidiary, Patterson Properties Corporation.  All significant inter-company balances and transactions have been eliminated in consolidation. The vast majority of the Company’s assets are located within the United States.

 

Wine Packs®, T-Tubes®, BioShell®, Pro-Sticks®, FlexShield® and Erasables® are our U.S. registered trademarks. Each trademark, trade name, or service mark of any other company appearing in this Report belongs to its respective holder.

 

Available Information

 

Our Internet website address is http://www.ufpt.com. Through our website, we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). These SEC reports can be accessed through the investor relations section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.

 

You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding the Company and other issuers that file electronically with the SEC. The SEC’s Internet website address is http://www.sec.gov.

 

Market Overview

 

Our applications are numerous and diverse. Examples include automotive interior trim, medical device components, disposable wound care components, military uniform and gear components, athletic padding, air filtration, high-temperature insulation, abrasive nail files and other beauty aids and cushion packaging. Cross-linked polyethylene foams have many of the same properties as traditional polyethylene foams, including lightweight, durability, resiliency, and flexibility, yet have many advantages, including the ability to be thermoformed (molded), availability in vibrant colors, a fine cell structure providing improved esthetics and lower abrasiveness, and enhanced resistance to chemicals and ultraviolet light. Certain grades of cross-linked foams can be radiation-sterilized and have been approved by the U.S. Food and Drug Administration for open wound skin contact.

 

Cross-linked foam can be combined with other materials to increase product applications and market applications. For example, cross-linked foams can be laminated to fabrics to produce lightweight, flexible, and durable insoles for athletic and walking shoes, gun holsters, backpacks, and other products for the leisure, athletic, and retail markets. The Company believes that, as a result of their many advantages, cross-linked foam and cross-linked foam laminated products are being used in a wide range of markets as substitutes for traditional rubber, leather, and other product material alternatives.

 

Reticulated polyurethane foam is a versatile material typically used to make component products that involve filtration, liquid absorption, noise control, wiping, and padding. These foams feature high tensile, elongation, and tear characteristics; they are used extensively in the medical industry as they are easy to clean, impervious to microbial organisms, and can be made with fungicidal and bactericidal additives for added safety.

 

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The interior cushion packaging market is characterized by three primary sectors: (1) custom fabricated or molded products for low-volume, high-fragility products; (2) molded or die-cut products for high-volume, industrial and consumer goods; and (3) loose fill and commodity packaging materials for products that do not require custom-designed packaging. Packaging solutions are used to contain, display, and/or protect their contents during shipment, handling, storage, marketing, and use. The Company serves both the low-volume, high-fragility market and the high-volume industrial and consumer market, with a range of materials and manufacturing capabilities, but does not materially serve the commodity packaging market.

 

The low-volume, high-fragility market is generally characterized by annual production volumes of less than 50,000 pieces. Typical goods in this market include precision instruments, sensitive electronic components, and other high-value industrial products that are very sensitive to shock, vibration, and other damage that may occur during shipment and distribution. The principal materials used to package these goods include polyethylene and polyurethane foams, foam-in-place polyurethane, and molded expanded polystyrene. Polyurethane and polyethylene foams have high shock absorbency, high resiliency, and vibration-damping characteristics.

 

The higher-volume consumer packaging market is generally characterized by annual production volumes in excess of 50,000 pieces. Typical goods in this market include toys, electronics, stereo equipment, and small appliances. These goods generally do not require as high a level of shock and vibration protection as goods in the low-volume, high-fragility market. The principal materials used to package these goods include various molded, rigid, and foamed plastics, such as expanded polystyrene foam (EPS), vacuum-formed polystyrene (PS) and polyvinyl chloride (PVC), and corrugated die-cut inserts that generally are less protective and less expensive than resilient foams and molded fiber.

 

Regulatory Climate and Environmental Considerations

 

The packaging industry has been subject to user, industry, and legislative pressure to develop environmentally-responsible packaging alternatives that reduce, reuse, and recycle packaging materials. Government authorities have enacted legislation relating to source reduction, specific product bans, recycled content, recyclability requirements, and “green marketing” restrictions.

 

In order to provide packaging that complies with all regulations regardless of a product’s destination, manufacturers seek packaging materials that meet both environmentally-related demands and performance specifications. Some packaging manufacturers have responded by reducing product volume and ultimate waste product disposal through reengineering traditional packaging solutions; adopting new manufacturing processes; participating in recovery and reuse systems for resilient materials that are inherently reusable; creating programs to recycle packaging following its useful life; and developing materials that use a high percentage of recycled content in their manufacture. Wherever feasible, the Company aims to employ one or more of these techniques to create environmentally-responsible packaging solutions.

 

In addition to offering molded fiber packaging products made from recycled paper derived primarily from post-consumer newspaper waste, the Company actively promotes its philosophy of reducing product volume and resulting post-user product waste. The Company designs products to provide optimum performance with minimum material. In addition, the Company bales and disposes of certain of its urethane foam scrap for use in the carpeting industry.  The Company is aware of public support for environmentally-responsible packaging and other products. Future government action may impose restrictions affecting the industry in which the Company operates. There can be no assurance that any such action will not adversely impact the Company’s products and business.

 

Products

 

The vast majority of the Company’s products are custom designed and manufactured for its customers’ needs.

 

The Company specializes in engineered products that use the Company’s close tolerance manufacturing capabilities, its expertise in various foam and plastic materials and its ability to manufacture in clean room environments. The Company’s products are sold primarily to customers in the medical, automotive, consumer, electronics, industrial and aerospace and defense industries. These products include automotive interior trim, medical device components, disposable wound care components, military uniform and gear components,

 

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athletic padding, air filtration, high-temperature insulation, abrasive nail files and other beauty aids and cushion packaging.

 

The Company believes it is one of the largest purchasers of cross-linked foam in the United States and as a result it has been able to establish important relationships with the relatively small number of suppliers of this product. Through its strong relationships with cross-linked foam suppliers, the Company believes it is able to offer customers a wide range of cross-linked foam products.

 

The Company benefits from its ability to custom-design its own proprietary manufacturing equipment in conjunction with its machinery suppliers. For example, the Company has custom-designed its own lamination machines, allowing it to achieve adhesive bonds between cross-linked foam and fabric and other materials that do not easily combine. These laminates typically command higher prices than traditional foam products.

 

The Company has developed a variety of standard products that are branded and, in some cases, trademarked and patented. These products include Wine Packs® (wine shipping solutions made from molded fiber); T-Tubes® (tube and pipe insulation for clean room environments); BioShell® (pharmaceutical bag protection system); Pro-Sticks® (sanitary solution for nail care services); FlexShield® (medical device pouch for protecting small instruments and tools) and Erasables® (multi-purpose cleaning eraser).

 

The Company also designs, manufactures, and markets a broad range of packaging solutions primarily using polyethylene, polyurethane, cross-linked polyethylene foams, and rigid plastics. These solutions are custom-designed and fabricated or molded to provide protection for less durable, higher-value items, and are primarily sold to original equipment and component manufacturers. Examples of the Company’s packaging solutions include foam inserts for protective shipping cases and end-cap packs for electronics. Markets for these products are typically characterized by lower to moderate volumes where performance, such as shock absorbency and vibration damping, is valued.

 

The Company’s engineering personnel collaborate directly with customers to study and evaluate specific customer requirements. Based on the results of this evaluation, packaging solutions are engineered to customer specifications, using various types and densities of materials with the goal of providing the desired protection for the lowest cost and with the lowest physical package volume. The Company believes its engineering expertise, breadth of material offerings, and manufacturing capabilities have enabled it to provide unique solutions to achieve these goals.

 

The process for producing the Company’s molded fiber packaging and vacuum-formed trays requires high volume production runs and rapid manufacturing turnaround times. Raw materials used in the manufacture of molded fiber are primarily recycled newspaper, and a variety of other grades of recycled paper and water. Raw materials used in vacuum-formed plastics include polystyrene (PS) and polyvinyl chloride (PVC). These products compete with expanded polystyrene (EPS) and manually assembled corrugated die-cut inserts.

 

We believe the Company’s molded fiber products provide customers with packaging solutions that are more responsive to stringent environmental packaging regulations worldwide and meet the demands of environmentally-aware consumers, while simultaneously meeting customer cost and performance objectives.

 

Refer to Note 17, “Segment Data,” in the accompanying notes to the consolidated financial statements for further info on our products and markets.

 

Marketing and Sales

 

The Company markets to the target industries it serves by promoting specific solutions, materials, and manufacturing capabilities and services.  The Company is marketed through websites, online advertising and directories, press releases, and trade shows and expositions.  Its relationships with key material suppliers are also an important part of its marketing and sales efforts.

 

The Company markets and sells its products in the United States principally through direct regional sales forces comprised of skilled engineers. The Company also uses independent manufacturer representatives to sell its products. The Company’s sales engineers collaborate with customers and in-house design and manufacturing experts to develop custom-engineered solutions on a cost-effective basis.

 

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No one customer’s sales exceeded 10% of total sales for the year ended December 31, 2015. Seasonality is not a major factor in the Company’s sales.  See our consolidated financial statements contained in Part IV, Item 15, of this Report for net sales by market information.

 

Working Capital

 

The Company funds its business operations through a combination of available cash and cash equivalents, and cash generated from operations.  In addition, the Company’s revolving credit facility is available for additional working capital needs.

 

Manufacturing

 

The Company’s manufacturing operations consist primarily of cutting, routing, molding, vacuum-forming, laminating, and assembling. For custom-molded foam products, the Company’s skilled engineering personnel analyze specific customer requirements to design and build prototype products to determine product functionality. Upon customer approval, prototypes are converted to final designs for commercial production runs. Molded cross-linked foam products are produced in a thermoforming process using heat, pressure, and precision metal tooling.

 

Cushion foam packaging products that do not utilize cross-linked foam are fabricated by cutting shapes from blocks of foam, using specialized cutting tools, routers, water jets, and hot wire equipment, and assembling these shapes into the final product using a variety of foam welding or gluing techniques. Products can be used on a stand-alone basis or bonded to another foam product or other material such as a corrugated medium.

 

Laminated products are produced through a process whereby the foam medium is heated to the melting point. The heated foam is then typically bonded to a non-foam material through the application of mechanical pressure.

 

Molded fiber products are manufactured by vacuum-forming a pulp of recycled or virgin paper materials onto custom-engineered molds. With the application of vacuum and air, the molded parts are pressed and transferred to an in-line dryer, from which they exit ready for packing or subsequent value-added operations.

 

The Company does not manufacture any of the raw materials used in its products. With the exception of certain grades of cross-linked foam and technical polyurethane foams, these raw materials are available from multiple supply sources. Although the Company relies upon a limited number of suppliers for cross-linked and technical polyurethane foams, the Company’s relationships with such suppliers are good, and the Company expects that these suppliers will be able to meet its requirements for these foams. Any delay or interruption in the supply of raw materials could have a material adverse effect on the Company’s business.

 

Research and Development

 

The Company’s engineering personnel continuously explore design and manufacturing techniques, as well as new, innovative materials to meet the unique demands and specifications of its customers. Because the Company’s products tend to have relatively short life cycles, research and development is an integral part of the Company’s ongoing cost structure. Our research and development expenses were approximately $1.4 million, $1.2 million and $1.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

 

Competition

 

The foam and plastics converting industry is highly competitive. While there are several national companies that convert foam and plastics, the Company’s primary competition has been from smaller independent regional manufacturing companies. These companies generally market their products in specific geographic areas from neighboring facilities. In addition, the Company’s foam and fiber packaging products compete against products made from alternative materials, including expanded polystyrene foams, die-cut corrugated, plastic peanuts, plastic bubbles, and foam-in-place urethane. The Company’s custom engineered products face competition primarily from smaller companies that typically concentrate on production of products for specific industries. The Company believes its access to a wide variety of materials, its engineering expertise, its ability to combine foams with other materials such as plastics and laminates, and its ability to manufacture

 

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products in a clean room environment, will enable it to continue to compete effectively in the engineered products market.

 

The Company believes its customers typically select vendors based on price, product performance, product reliability, and customer service. The Company believes it is able to compete effectively with respect to these factors.

 

Patents and Other Proprietary Rights

 

The Company relies upon trade secrets, patents, and trademarks to protect its technology and proprietary rights. The Company believes the improvement of existing products, reliance upon trade secrets and unpatented proprietary know-how, and the development of new products are generally as important as patent protection in establishing and maintaining a competitive advantage. Nevertheless, the Company has obtained patents and may continue to make efforts to obtain patents, when available, although there can be no assurance that any patent obtained will provide substantial protection or be of commercial benefit to the Company, or that its validity will be upheld if challenged.

 

The Company has a total of 23 active patents relating to technologies including foam, packaging, tool control technologies, automotive superforming processes and to certain nail file technologies. The Company also has patent applications in process. There can be no assurance that any patent or patent application will provide significant protection for the Company’s products and technology, or will not be challenged or circumvented by others. The expiration dates for the Company’s patents range from 2016 through 2029.

 

Backlog

 

The Company’s backlog, as of February 6, 2016 and February 7, 2015 totaled approximately $36.5 million and $38.3 million, respectively. The backlog consists of purchase orders for which a delivery schedule within the next twelve months has been specified by customers. Orders included in the backlog may be canceled or rescheduled by customers without significant penalty. The backlog as of any particular date should not be relied upon as indicative of the Company’s revenues for any period as it includes customer blanket purchase orders that are non-binding.

 

Employees

 

As of January 30, 2016, the Company had a total of 722 full-time employees (as compared to 658 full-time employees as of January 24, 2015). The Company is not a party to any collective bargaining agreements. The Company considers its employee relations to be good.

 

ITEM 1A.         RISK FACTORS

 

You should carefully consider the risks described below and the other information in this Report before deciding to invest in shares of our common stock. These are the risks and uncertainties we believe are most important for you to consider. Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations. If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results would likely suffer. In that event, the market price of our common stock could decline and you could lose all or part of your investment.

 

We depend on a small number of customers for a large percentage of our revenues. The loss of any such customer, a reduction in sales to any such customer, or the decline in the financial condition of any such customer could have a material adverse effect on our business, financial condition, and results of operations.

 

A limited number of customers typically represent a significant percentage of our revenues in any given year. Our top ten customers represented approximately 25.7%, 24.2% and 27.6% of our total revenues in 2015, 2014 and 2013, respectively. No one customer’s sales exceeded 10% of total sales for the year ended December 31, 2015. The loss of a significant portion of our expected future sales to any of our large

 

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customers would have a material adverse effect on our business, financial condition, and results of operations. Likewise, a material adverse change in the financial condition of any of these customers could have a material adverse effect on our ability to collect accounts receivable from any such customer.

 

Our business could be harmed if our products contain undetected errors or defects or do not meet applicable specifications.

 

We are continuously developing new products and improving our existing products. Our existing and newly introduced products can contain undetected errors or defects. In addition, these products may not meet their performance specifications under all conditions or for all applications. If, despite internal testing, and testing by customers, any of our products contain errors or defects or fail to meet applicable specifications, then we may be required to enhance or improve those products or technologies. We may not be able to do so on a timely basis, if at all, and may only be able to do so at considerable expense. If a particular error or defect is repeated throughout our mass production process, the cost of repairing such defect may be highly disproportionate to the original cost of the product or component. In addition, any significant errors, defects, or other performance failures could render our existing and/or future products unreliable or ineffective and could lead to decreased confidence in our products, adverse customer reaction, negative publicity, mandatory or voluntary recalls, or legal claims, the occurrence of any of which could have a material adverse effect upon our business, financial condition and results of operations.

 

Further, if our products are defectively designed, manufactured or labeled, contain defective components or are misused, we may become subject to costly litigation by our customers. Product liability claims could divert management’s attention from our core business, be expensive to defend and result in sizable damage awards against us.

 

New technologies could result in the development of new products by our competitors and a decrease in demand for our products, which could adversely affect our business, financial condition and results of operations.

 

Our failure to develop new technologies, or anticipate or react to changes in existing technologies, could result in a decrease in our sales and a loss of market share to our competitors. Our financial performance depends on our ability to design, develop and manufacture new products and product enhancements on a timely and cost-effective basis. We may not be able to successfully identify new product opportunities or develop and bring new products to market in a timely and cost-effective manner.

 

Products or technologies developed by other companies may render our products or technologies obsolete or noncompetitive. Our failure to identify or capitalize on any fundamental shifts in technologies, relative to our competitors, could have a material adverse effect on our competitive position within our industry and harm our relationships with our customers.

 

If we fail to comply with specific provisions in our customer contracts or with government contracting regulations, our business could be adversely affected.

 

Our customer contracts, particularly with respect to contracts for which the government is a direct or indirect customer, may include unique and specialized requirements. Failure to comply with the specific provisions in our customer contracts, or any violation of government contracting regulations, could result in termination of the contracts, increased costs to us, suspension of payments, imposition of fines, and suspension from future government contracting. Further, any negative publicity related to our failure to comply with the provisions in our customer contracts could have a material adverse effect on our business, financial condition, or results of operations.

 

We may experience unexpected problems and expenses associated with our planned consolidation of operations and facilities that could materially harm our business and prospects.

 

We continually review our operations and facilities in an effort to reduce costs and increase efficiencies. For example, the consolidation of our Raritan, New Jersey plant and our Haverhill, Massachusetts facility into our Newburyport, Massachusetts facility is substantially complete and the relocation of certain operations in our Georgetown, Massachusetts facility to the Newburyport location is expected to be complete by June 30, 2016. Uncertainty is inherent within the consolidation process, and unforeseen circumstances, costs and expenses

 

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could offset the anticipated benefits, disrupt operations, including the timely delivery of products to customers, and impact product quality, which could lead to manufacturing inefficiencies and materially harm our business and prospects. In addition, we may fail to retain key employees who possess specific knowledge or expertise and who we depend upon for the timely and successful transition, we may not be able to attract a sufficient number of skilled workers at the new locations to handle the additional production and other demands, and the relocation may absorb significant management and key employee attention and resources. If any of these risks materialize, our business, results of operations, financial condition and prospects may be adversely affected.

 

We may pursue acquisitions or other strategic relationships that involve inherent risks, any of which may cause us to not realize anticipated benefits.

 

Our business strategy includes the potential acquisition of businesses and other business combinations that we expect will complement and expand our business. In addition, we may also pursue other strategic relationships or opportunities. We may not be able to successfully identify suitable acquisition or other strategic opportunities or complete any particular acquisition, combination, or other transaction on acceptable terms. Our identification of suitable acquisition candidates and strategic opportunities involves risks inherent in assessing the values, strengths, weaknesses, risks and profitability of these opportunities including their effects on our business, diversion of our management’s attention and risks associated with unanticipated problems or unforeseen liabilities. If we are successful in pursuing future acquisitions or strategic opportunities, we may be required to expend significant funds, incur additional debt, or issue additional securities, which may materially and adversely affect our results of operations and be dilutive to our stockholders. If we spend significant funds or incur additional debt, our ability to obtain financing for working capital or other purposes could decline and we may be more vulnerable to economic downturns and competitive pressures. In addition, we cannot guarantee that we will be able to finance additional acquisitions or that we will realize any anticipated benefits from acquisitions or other strategic opportunities that we complete. Should we successfully acquire another business, the process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of our existing business. Our failure to identify suitable acquisition or other strategic opportunities may restrict our ability to grow our business.

 

Failure to retain key personnel could impair our ability to execute our business strategy.

 

The continuing service of our executive officers and essential engineering, technical and management personnel, together with our ability to attract and retain such personnel, is an important factor in our continuing ability to execute our strategy. There is substantial competition to attract such employees, and the loss of any such key employees could have a material adverse effect on our business and operating results. The same could be true if we were to experience a high turnover rate among engineering and technical personnel and we were unable to replace them.

 

We operate in highly competitive industries and we may be unable to compete successfully, which could materially adversely affect our business, financial condition and results of operations.

 

We face intense competition in all markets and in each area of our business. Our primary competition for our products is from smaller, independent, regional manufacturing companies. Our current competitors may increase their participation in, or new competitors may enter into, the markets in which we compete.  In addition, our suppliers may acquire or develop the capability and desire to compete with us. If our suppliers choose to expand their own operations, through acquisitions or otherwise, and begin manufacturing and selling products directly to our customers, it could reduce our sales volume and overall profitability. If we are unable to compete successfully with new or existing competitors, it could have a material adverse effect on our business, financial condition and results of operations.

 

Further, technological innovation by any of our existing competitors, or new competitors entering any of the markets in which we do business, could put us at a competitive disadvantage and could cause us to lose market share. Increased competition for the sales of our products could result in price reductions, reduced margins and loss of market share, which could materially adversely affect our prospects, business, financial condition and results of operations.

 

9



 

Our markets are cyclical, which may result in fluctuations in our results of operations.

 

Demand for our products, especially in the automotive and aerospace and defense markets, is cyclical.  Downturns in economic conditions typically have an adverse effect on cyclical industries due to decreased demand for products. We seek to reduce our exposure to industry downturns and cyclicality by marketing our products to diversified and varied markets. However, we may experience substantial period-to-period fluctuations in our results of operations due to the cyclical nature of demand for our products in the markets in which we compete.

 

Our implementation of new enterprise resource planning (“ERP”) systems could result in problems that could negatively impact our business.

 

Although we are substantially complete in implementing an ERP system that supports substantially all of our operating and financial functions, additional interfaces and customizations will be implemented.  We could experience problems in connection with such implementation, including compatibility issues, training requirements, higher than expected implementation costs and other integration challenges and delays. A significant implementation problem, if encountered, could negatively impact our business by disrupting our operations. Additionally, a significant problem with the implementation, integration with other systems or ongoing management of an ERP system and related systems could have an adverse effect on our ability to generate and interpret accurate management and financial reports and other information on a timely basis, which could have a material adverse effect on our financial reporting system and internal controls and adversely affect our ability to manage our business or comply with various regulations.

 

The cost of raw materials that we use to manufacture our products, particularly petroleum and petroleum-based raw materials, are subject to escalation and could increase, which may materially adversely affect our business, financial condition and results of operations.

 

The cost of raw materials, including petroleum and petroleum-based raw materials such as resins, used in the production of our products, represents a significant portion of our direct manufacturing costs. Any fluctuations in the price of petroleum, or any other material used in the production of our products, may have a material adverse effect on our business, financial condition, and results of operations. Such price increases could reduce demand for our products. If we are not able to buy raw materials at fixed prices, or pass on price increases to our customers, we may lose orders or enter into orders with less favorable terms, either of which could have a material adverse effect on our business, financial condition, and results of operations.

 

Security breaches and other disruptions could compromise our information, expose us to liability and harm our reputation and business.

 

In the ordinary course of our business we collect and store sensitive data, including intellectual property, personal information, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees in our data centers and on our networks. The secure maintenance and transmission of this information is critical to our operations and business strategy. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential information. Computer hackers may attempt to penetrate our computer systems and, if successful, misappropriate personal or confidential business information. In addition, an associate, contractor, or other third-party with whom we do business may attempt to circumvent our security measures in order to obtain such information, and may purposefully or inadvertently cause a breach involving such information. Any such compromise of our data security and access, public disclosure, or loss of personal or confidential business information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations, damage our reputation and customers’ willingness to transact business with us, and subject us to additional costs and liabilities which could adversely affect our business.

 

We may be unable to protect our proprietary technology from infringement.

 

We rely on a combination of patents, trademarks, and unpatented proprietary know-how and trade secrets to establish and protect our intellectual property rights. We enter into confidentiality agreements with suppliers, customers, employees, consultants and potential acquisition candidates as necessary to protect our know-how, trade secrets and other proprietary information. However, these measures and our patents and trademarks may not afford complete protection of our intellectual property, and it is possible that third parties

 

10



 

may copy or otherwise obtain and use our proprietary information and technology without authorization or otherwise infringe on our intellectual property rights. We cannot assure that our competitors will not independently develop equivalent or superior know-how, trade secrets or production methods. Significant impairment of our intellectual property rights could harm our business or our ability to compete. For example, if we are unable to maintain the proprietary nature of our technologies, our profit margins could be reduced as competitors could more easily imitate our products, possibly resulting in lower prices or lost sales for certain products. In such a case, our business, financial condition and results of operations may be materially adversely affected.

 

Fluctuations in the supply of components and raw materials we use in manufacturing our products could cause production delays or reductions in the number of products we manufacture, which could materially adversely affect our business, financial condition and results of operations.

 

Our business is subject to the risk of periodic shortages of raw materials. We purchase raw materials pursuant to purchase orders placed from time to time in the ordinary course of business. Failure or delay by such suppliers in supplying us necessary raw materials could adversely affect our ability to manufacture and deliver products on a timely and competitive basis.

 

While we believe that we may, in certain circumstances, secure alternative sources of these materials, we may incur substantial delays and significant expense in doing so, the quality and reliability of alternative sources may not be the same and our operating results may be materially adversely affected. Alternative suppliers might charge significantly higher prices for materials than we currently pay. Under such circumstances, the disruption to our business could have a material adverse impact on our customer relationships, business, financial condition, and results of operations.

 

In addition, we are dependent on a relatively small number of suppliers for cross-linked foam and technical polyurethane foams.  While we believe that we have developed strong relationships with these suppliers, any failure or delay by such suppliers in supplying us these necessary products could adversely affect our ability to manufacture and deliver products on a timely and competitive basis.

 

We are subject to a variety of federal, state and local laws and regulations, including health and safety laws and regulations, and the cost of complying, or our failure to comply, with such requirements could materially adversely affect our business, financial condition and results of operations.

 

We are subject to a variety of federal, state and local laws and regulations, including health and safety laws and regulations.  The risks of substantial costs and liabilities related to compliance with these laws and regulations are an inherent part of our business. Despite our intention to comply with these laws and regulations, we cannot guarantee that we will at all times comply with all such requirements. Compliance with health and safety legislation and other regulatory requirements may prove to be more limiting and costly than we anticipate and may also increase substantially in future years. If we violate, or fail to comply with these requirements, we could be fined or otherwise sanctioned by regulators. In addition, these requirements are complex, change frequently and may become more stringent over time, which could materially adversely affect our business, financial condition and results of operations.

 

Our products could infringe the intellectual property rights of others, which may lead to litigation that could itself be costly, result in the payment of substantial damages or royalties, and prevent us from using technology that is essential to our products.

 

We cannot guarantee that our products, manufacturing processes or other methods do not infringe the patents or other intellectual property rights of third parties. Infringement and other intellectual property claims and proceedings brought against us, whether successful or not, could result in substantial costs and harm our reputation. Such claims and proceedings can also distract and divert our management and key personnel from other tasks important to the success of our business. In addition, intellectual property litigation or claims could force us to do one or more of the following:

 

·                  cease selling or using any of our products that incorporate the asserted intellectual property, which would adversely affect our revenues;

 

·                  pay substantial damages for past use of the asserted intellectual property;

 

11



 

·                  obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all; and/or

 

·                  redesign or rename, in the case of trademark claims, our products to avoid infringing the intellectual property rights of third parties, which may be costly and time-consuming, even if possible.

 

In the event of an adverse determination in an intellectual property suit or proceeding, or our failure to license essential technology, our sales could be harmed and our costs could increase, which could materially adversely affect our business, financial condition and results of operations.

 

We may lose business if our customers shift their manufacturing offshore.

 

Historically, geography has been a large factor in the packaging business. Manufacturing and other companies shipping products typically buy packaging from companies that are relatively close to their manufacturing facilities to increase shipping efficiency and decrease costs. As many U.S. companies move their manufacturing operations overseas, particularly to the Far East and Mexico, the associated packaging business often follows. We have lost customers in the past and may lose customers again in the future as a result of customers moving their manufacturing facilities offshore, then hiring our competitors that operate packaging-production facilities perceived to be more territorially advantageous. As a result, our sales may suffer, which could have a material adverse effect upon our business, financial condition and results of operations.

 

Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs.

 

We use electricity and natural gas at our manufacturing facilities to operate our equipment. Over the past several years, prices for electricity and natural gas have fluctuated significantly. An outbreak or escalation of hostilities between the United States and any foreign power, or a natural disaster, could result in a real or perceived shortage of petroleum and/or natural gas, which could result in an increase in the cost of electricity or energy generally as well as an increase in the cost of our raw materials, of which many are petroleum-based. In addition, increased energy costs negatively impact our freight costs due to higher fuel prices. Future limitations on the availability or consumption of petroleum products and/or an increase in energy costs, particularly electricity for plant operations, could have a material adverse effect upon our business, financial condition and results of operations.

 

As a public company, we need to comply with the reporting obligations of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Act of 2010, among other laws and regulations. If we fail to comply with the reporting obligations of these laws or if we fail to maintain adequate internal controls over financial reporting, our business, financial condition, and results of operations and investors’ confidence in us, could be materially and adversely affected.

 

As a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, including preparing annual reports, quarterly reports and current reports. We are also subject to certain of the provisions of the Sarbanes-Oxley and Dodd-Frank Acts which, among other things, require enhanced disclosure of business, financial, compensation and governance information. Our failure to prepare and disclose this information in a timely manner could subject us to penalties under federal securities laws, expose us to lawsuits, and restrict our ability to access financing. We may identify areas requiring improvement with respect to our internal control over financial reporting, and we may be required to design enhanced processes and controls to address issues identified. This could result in significant delays and cost to us and require us to divert substantial resources, including management time, from other activities. If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud.

 

Restrictions in our credit facilities may limit our business and financial activities, including our ability to obtain additional capital in the future.

 

In December 2013, we entered into a Credit Agreement with Bank of America, N.A., which provides for a $40 million revolving credit facility. This Credit Agreement contains covenants imposing various restrictions on

 

12



 

our business and financial activities. These restrictions may affect our ability to operate our business and undertake certain financial activities and may limit our ability to take advantage of potential business or financial opportunities as they arise. The restrictions these covenants place on us include limitations on our ability to incur liens, incur indebtedness, make investments, dissolve or merge or consolidate with or into another entity, dispose of certain property, and make restricted payments. The Credit Agreement also requires us to meet certain financial ratios, including a minimum fixed-charge coverage ratio and a maximum total funded debt to EBITDA ratio. The breach of any of these covenants or restrictions could result in a default under the Credit Agreement, which could have a material adverse impact to our business, financial condition and results of operation.

 

We are also exposed to the risk of increasing interest rates as our revolving credit facility is at a variable interest rate. Any material changes in interest rates could result in higher interest expense and related payments for us.

 

Members of our board of directors and management who also are our stockholders exert significant influence over us.

 

Based on information made available to us, we believe that our executive officers, directors and their affiliates collectively owned approximately 13.9% of our outstanding shares of common stock as of March 2, 2016.  As a result, those stockholders may, if acting together, control or exert substantial influence over actions requiring stockholders’ approval, including elections of our directors, amendments to our certificate of incorporation, mergers, sales of assets or other business acquisitions or dispositions.

 

Provisions of our corporate charter documents, Delaware law, and our stockholder rights plan may dissuade potential acquirers, prevent the replacement or removal of our current management and may thereby affect the price of our common stock.

 

The board of directors has the authority to issue up to 1,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges, and restrictions, including voting rights of those shares without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. We have no present plans to issue shares of preferred stock.

 

We also have a stockholder rights plan designed to protect and enhance the value of our outstanding equity interests in the event of an unsolicited attempt to acquire us in a manner or on terms not approved by the board of directors and that would prevent stockholders from realizing the full value of their shares of our common stock. Its purposes are to deter those takeover attempts that the board believes are undesirable, to give the board more time to evaluate takeover proposals and consider alternatives, and to increase the board’s negotiating position to enhance value in the event of a takeover. The rights issued pursuant to the plan are not intended to prevent all takeovers of our Company. However, the rights may have the effect of rendering more difficult or discouraging our acquisition. The rights may cause substantial dilution to a person or group that attempts to acquire us on terms or in a manner not approved by the board of directors, except pursuant to an offer conditioned upon the negation, purchase, or redemption of the rights with respect to which the condition is satisfied.

 

Further, certain provisions of our certificate of incorporation, bylaws, and Delaware law could delay or make more difficult a merger, tender offer or proxy contest involving us or, for a third party to acquire a majority of our outstanding voting common stock. These include provisions that classify our board of directors, limit the ability of stockholders to take action by written consent, call special meetings, remove a director for cause, amend the bylaws, or approve a merger with another company. In addition, our bylaws set forth advance notice procedures for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

 

We are subject to the provisions of Section 203 of the Delaware General Corporation Law which prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a

 

13



 

“business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an “interested stockholder” is a person who, either alone or together with affiliates and associates, owns (or within the past three years did own) 15% or more of the corporation’s voting stock.

 

Regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.

 

In 2012, the SEC adopted a rule requiring disclosures by public companies of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured. The rule requires an annual disclosure report to be filed, and requires companies to perform due diligence and disclose and report whether or not such minerals originate from the Democratic Republic of Congo or an adjoining country. The new rule could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the manufacture of our products, including tantalum, tin, gold and tungsten. The number of suppliers who provide conflict-free minerals may be limited. In addition, there may be material costs associated with complying with the disclosure requirements, such as costs related to determining the source of certain minerals used in our products, as well as costs of possible changes to products, processes, or sources of supply as a consequence of such verification activities. Since our supply chain is complex, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we undertake, which may harm our reputation. In addition, we may encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so.

 

ITEM 1B.         UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 2.            PROPERTIES

 

The following table presents certain information relating to each of the Company’s properties:

 

Location

 

Square
Feet

 

Lease
Expiration Date

 

Principal Use

Georgetown, Massachusetts

 

57,600

 

Company Owned

 

Fabrication, molding, test lab, clean room and engineering

Newburyport, Massachusetts

 

137,000

 

Company Owned

 

Headquarters, fabrication, molding, tooling, test lab, clean room and engineering

Atlanta, Georgia

 

49,372

 

4/30/2017

 

Molding and engineering

Huntsville, Alabama

 

9,000

 

6/30/2016 (a)

 

Engineering, design and fabrication

Grand Rapids, Michigan

 

255,260

 

Company Owned

 

Fabrication, molding and engineering

Rancho Dominguez, California

 

56,000

 

11/14/2017

 

Fabrication, molding and engineering

Denver, Colorado

 

18,270

 

Company Owned

 

Fabrication, molding and engineering

Denver, Colorado

 

28,383

 

Company Owned

 

Fabrication, molding and engineering

Raritan, New Jersey

 

67,125

 

3/31/2016 (b)

 

Warehousing

Kissimmee, Florida

 

49,400

 

Company Owned

 

Fabrication, molding, test lab and engineering

El Paso, Texas

 

48,325

 

1/30/2017

 

Warehousing and fabrication

El Paso, Texas

 

127,730

 

Company Owned

 

Warehousing, fabrication and molded fiber operations

Clinton, Iowa

 

60,000

 

Company Owned

 

Molded fiber operations

Clinton, Iowa

 

62,000

 

Company Owned

 

Molded fiber operations

 

14



 


(a)         The Company intends to renew this lease at commercially reasonable terms prior to the Lease Expiration Date.

 

(b)         This lease is terminating effective March 31, 2016 in conjunction with New Jersey plant closing (see Note 19 to the consolidated financial statements for further details).

 

ITEM 3.            LEGAL PROCEEDINGS

 

The Company is a defendant in various administrative proceedings that are being handled in the ordinary course of business.  In the opinion of management of the Company, these suits and claims should not result in final judgments or settlements that, in the aggregate, would have a material adverse effect on the Company’s financial condition or results of operations.

 

ITEM 4.            MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5.                                    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Price

 

From July 8, 1996, until April 18, 2001, the Company’s common stock was listed on the NASDAQ National Market under the symbol “UFPT.” Since April 19, 2001, the Company’s common stock has been listed on the NASDAQ Capital Market. The following table sets forth the range of high and low quotations for the common stock as reported by NASDAQ for the quarterly periods from January 1, 2014 to December 31, 2015:

 

Fiscal Year Ended December 31, 2014

 

High

 

Low

 

First Quarter

 

$

26.60

 

$

23.27

 

Second Quarter

 

27.43

 

23.12

 

Third Quarter

 

25.92

 

21.05

 

Fourth Quarter

 

25.45

 

20.55

 

 

Fiscal Year Ended December 31, 2015

 

High

 

Low

 

First Quarter

 

$

24.83

 

$

19.89

 

Second Quarter

 

23.13

 

19.45

 

Third Quarter

 

23.25

 

17.51

 

Fourth Quarter

 

25.50

 

21.23

 

 

Number of Stockholders

 

As of March 2, 2016, there were 73 holders of record of the Company’s common stock.

 

Due to the fact that many of the shares are held by brokers and other institutions on behalf of stockholders, the Company is unable to estimate the total number of individual stockholders represented by these holders of record.

 

15



 

Dividends

 

The Company did not pay any dividends in 2014 or 2015. The Company presently intends to retain all of its earnings to provide funds for the operation of its business and strategic acquisitions, although it would consider paying cash dividends in the future.  Any decision to pay dividends will be at the discretion of the Company’s board of directors and will depend upon the Company’s operating results, strategic plans, capital requirements, financial condition, provisions of the Company’s borrowing arrangements, applicable law and other factors the Company’s board of directors considers relevant.

 

Issuer Purchases of Equity Securities

 

On June 16, 2015, the Company issued a press release announcing that its Board of Directors authorized the repurchase of up to $10.0 million of the Company’s outstanding common stock. There was no share repurchase activity for the Company’s fourth quarter of 2015.  During the year ended December 31, 2015, the Company repurchased 29,559 shares of common stock at a cost of approximately $587,000.  At December 31, 2015, approximately $9.4 million was available for future repurchases of the Company’s common stock under this authorization.

 

ITEM 6.                                    SELECTED FINANCIAL DATA

 

The following table summarizes our consolidated financial data for the periods presented. You should read the following financial information together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report. The selected statements of operations data for the fiscal years ended December 31, 2015, 2014 and 2013, and the selected balance sheet data as of December 31, 2015 and 2014, are derived from our audited consolidated financial statements, which are included elsewhere in this Report. The selected statements of operations data for the years ended December 31, 2012 and 2011, and the balance sheet data at December 31, 2012 and 2011 are derived from our audited consolidated financial statements not included in this Report.

 

Selected Consolidated Financial Data:

 

 

 

Years Ended December 31

 

 

 

(in thousands, except per share data)

 

Consolidated statement of operations data

 

2015

 

2014

 

2013

 

2012

 

2011

 

Net sales

 

$

138,850

 

$

139,307

 

$

139,223

 

$

130,962

 

$

127,244

 

Gross profit

 

37,454

 

36,880

 

41,014

 

38,319

 

36,245

 

Operating income

 

11,714

 

11,561

 

17,398

 

16,666

 

15,716

 

Net income

 

7,593

 

7,559

 

11,276

 

10,895

 

10,346

 

Diluted earnings per share

 

1.05

 

1.05

 

1.59

 

1.55

 

1.48

 

Weighted average number of diluted shares outstanding

 

7,219

 

7,175

 

7,105

 

7,028

 

6,999

 

 

 

 

As of December 31

 

 

 

(in thousands)

 

Consolidated balance sheet data

 

2015

 

2014

 

2013

 

2012

 

2011

 

Working capital

 

$

52,620

 

$

55,658

 

$

56,398

 

$

51,263

 

$

48,575

 

Total assets

 

119,950

 

112,548

 

104,908

 

98,617

 

79,721

 

Short-term debt obligations

 

1,011

 

993

 

976

 

1,550

 

581

 

Long-term debt, excluding current portion

 

859

 

1,873

 

2,867

 

8,314

 

5,639

 

Total liabilities

 

16,378

 

17,556

 

19,318

 

25,357

 

17,736

 

Stockholders’ equity

 

103,572

 

94,992

 

85,590

 

73,260

 

61,985

 

 

16



 

ITEM 7.                                    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

UFP Technologies is an innovative designer and custom converter of foams, plastics, composites and natural fiber materials, providing solutions to customers primarily within the medical, automotive, consumer, electronics, industrial and aerospace and defense markets. The Company consists of a single operating and reportable segment.

 

The Company is near completion of multi-year initiatives to optimize its footprint, implement new enterprise resource planning software and expend its team of engineers. As part of this, the Company expects to incur a total of approximately $2.1 million in restructuring costs associated with consolidating operations in the Northeast, of which approximately $1.7 million has been incurred through December 31, 2015.  As a result of these consolidations, it anticipates annual cost savings, primarily in reduced real estate and labor costs, of approximately $1 million per year.

 

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

 

Results of Operations

 

The following table sets forth, for the years indicated, the percentage of revenues represented by the items as shown in the Company’s consolidated statements of operations:

 

 

 

2015

 

2014

 

2013

 

Net sales

 

100.0

%

100.0

%

100.0

%

Cost of sales

 

73.0

%

73.5

%

70.5

%

Gross profit

 

27.0

%

26.5

%

29.5

%

Selling, general, and administrative expenses

 

17.3

%

17.1

%

17.0

%

Restructuring costs

 

1.3

%

1.1

%

0.0

%

(Gain) loss on sale of property, plant and equipment

 

0.0

%

0.0

%

0.0

%

Operating income

 

8.4

%

8.3

%

12.5

%

Total other (income) expenses, net

 

-0.1

%

-0.1

%

0.2

%

Income before taxes

 

8.5

%

8.4

%

12.3

%

Income tax expense

 

3.0

%

3.0

%

4.2

%

Net income from consolidated operations

 

5.5

%

5.4

%

8.1

%

 

2015 Compared to 2014

 

Sales

 

Net sales decreased 0.3% to $138.9 million for the year ended December 31, 2015, from net sales of $139.3 million in 2014, primarily due to decreases in sales to customers in the electronics, industrial and aerospace and defense markets of approximately 16.5%, 16.5% and 13.2%, respectively, primarily offset by an increase in sales to customers in the medical market of approximately 14.6%.  The decline in sales to customers in the electronics market was largely due to the loss of a packaging contract by one of the Company’s distributor customers.  The decline in sales to customers in the aerospace and defense market was primarily due to a large, one-time order from a single customer in this market in 2014.  The decline in sales to customers in the industrial market is comprised of reductions in sales to many smaller accounts.   The increase in sales to customers in the medical market reflects the Company’s strategy of focusing resources in the area as well as the overall growth of our customers’ products.

 

17



 

Gross Profit

 

Gross profit as a percentage of sales (“Gross Margin”) increased to 27.0% for the year ended December 31, 2015, from 26.5% in 2014. As a percentage of sales, material and direct labor costs collectively increased approximately 0.2%, while overhead decreased approximately 0.7%. The increase in material and direct labor costs was primarily the result of a slight increase in overall labor costs.  The decrease in overhead was primarily due to decreased employee health care costs of approximately $900,000 due to a higher than typical frequency of large claims in 2014 and decreased rent costs of approximately $600,000 due to recent plant consolidations, offset by higher depreciation costs of $450,000 due largely to a full year of depreciation for our Texas building and new molded fiber equipment, as well as depreciation for our new building in Newburyport.

 

Selling, General and Administrative Expenses

 

Selling, General, and Administrative Expenses (“SG&A”) increased 0.7% to $24.0 million for the year ended December 31, 2015 from $23.8 million in 2014.  The slight increase in SG&A for the year ended December 31, 2015, is primarily due to higher technology-related costs of approximately $300,000 and higher travel costs of approximately $100,000, primarily due to the Company’s ERP implementation, partially offset by decreased employee health care costs of approximately $250,000 due largely to a higher than typical frequency of large claims in 2014.

 

Restructuring Costs

 

On March 18, 2015, the Company committed to move forward with a plan to cease operations at its Raritan, New Jersey, plant and consolidate operations into its Newburyport, Massachusetts, facility and other UFP facilities. The Company’s decision was in response to a continued decline in business at the Raritan facility and the recent purchase of the 137,000-square-foot facility in Newburyport. The activities related to this consolidation were substantially complete at December 31, 2015.

 

The Company also relocated all operations in its Haverhill, Massachusetts, and Byfield, Massachusetts facilities and plans to relocate certain operations in its Georgetown, Massachusetts facility to Newburyport.  The Haverhill and Byfield relocations were complete at December 31, 2015 and the Georgetown relocation is expected to be complete by June 30, 2016.

 

The Company expects to incur approximately $2.1 million in one-time expenses in connection with the Massachusetts consolidations. Included in this amount are approximately $180,000 relating to employee severance payments and relocation costs, approximately $1.5 million in moving expenses and expenses associated with vacating the Raritan, Haverhill and Byfield properties, and approximately $360,000 in lease termination costs. Total cash charges are estimated at $2.0 million. The Company expects annual cost savings of approximately $1.0 million as a result of these consolidations.  The actual costs incurred through December 31, 2015 are included in the table below.

 

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 California consolidation is complete and the actual costs incurred are included in the table below.

 

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 consolidation into the Michigan facility is complete and the actual costs incurred are included in the table below.

 

The Company has recorded the following restructuring costs associated with the consolidations discussed above for the fiscal years ended December 31, 2015 and 2014 (in thousands):

 

18



 

 

 

2015

 

2014

 

Restructuring Costs

 

Massachusetts

 

California

 

Total

 

Michigan

 

California

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee severance

 

$

178

 

$

18

 

$

196

 

$

237

 

$

10

 

$

247

 

Relocation

 

1,138

 

66

 

1,204

 

356

 

501

 

857

 

Lease termination

 

356

 

 

356

 

 

 

 

Workforce training

 

 

 

 

373

 

 

373

 

Plant infrastructure

 

 

 

 

79

 

 

79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total restructuring costs

 

$

1,672

 

$

84

 

$

1,756

 

$

1,045

 

$

511

 

$

1,556

 

 

The 2015 costs were reclassified in the Consolidated Statement of Operations as “Restructuring Costs” as follows: $1,669,000 from Cost of Sales, $36,000 from Selling, General and Administrative expenses and $51,000 from Gain on sales of property, plant and equipment. The 2014 costs were reclassified in the Consolidated Statement of Operations as “Restructuring Costs” as follows: $1,385,000 from Cost of Sales, $82,000 from Selling, General and Administrative expenses and $89,000 from Gain on sales of property, plant and equipment.

 

Interest Income and Expense

 

The Company had net interest income of approximately $27,000 for the year ended December 31, 2015, compared to net interest expense of approximately $108,000 for the year ended December 31, 2014. The increase in net interest income is due primarily to an increase in interest earned on money market accounts and certificates of deposit along with a nonrecurring interest charge in 2014 to adjust a contingent note payable to fair value.

 

Income Taxes

 

The Company recorded income tax expense as a percentage of income before income tax expense, of 35.3% and 35.8% for the years ended December 31, 2015 and 2014, respectively. The decrease in the effective tax rate for the year ended December 31, 2015 is primarily attributable to a higher anticipated Domestic Production Deduction on the Company’s 2015 federal tax return. The Company has deferred tax assets on its books associated with net operating losses generated in previous years. The Company has considered both positive and negative available evidence in its determination that the deferred tax assets are more likely than not to be realized, and has not recorded a tax valuation allowance at December 31, 2015. The Company will continue to assess whether the deferred tax assets will be realizable and, when appropriate, will record a valuation allowance against these assets. The amount of the net deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.

 

2014 Compared to 2013

 

Sales

 

Net sales increased 0.1% to $139.3 million for the year ended December 31, 2014, from net sales of $139.2 million in 2013, primarily due to increases in sales in the aerospace and defense and medical markets of approximately 10% and 2%, respectively, partially offset by sales decline in the automotive market of approximately 6%.  The increase in sales to the aerospace and defense market was largely due to an increase in sales of approximately $2.1 million for a low-margin contract manufacturing program.  Absent this increase, sales to the aerospace and defense market declined approximately 6% due primarily to cuts in government spending.  The decline in sales to the automotive market was primarily due to the phase-out of an interior trim program coupled with soft demand for parts for a specific model of car that had weak demand from consumers.

 

19



 

Gross Profit

 

Gross profit as a percentage of sales (“Gross Margin”) declined to 26.5% for the year ended December 31, 2014, from 29.5% in 2013. As a percentage of sales, material and direct labor costs collectively increased approximately 1.5% and overhead as a percentage of sales increased approximately 1.5% or approximately $2.0 million in 2014. The increase in material and direct labor costs was primarily the result of manufacturing inefficiencies incurred as a result of plant moves in the Midwest, California and Texas as well as an increase in sales for a low-margin contract manufacturing military program. The increase in overhead was primarily due to increased employee health care costs of approximately $600,000 due to a higher than typical frequency of large claims, increased compensation and benefits of approximately $450,000 due to normal inflationary increases as well as higher overtime incurred as a result of the plant moves, increased plant and equipment maintenance costs of approximately $290,000 due to the various plant moves and higher depreciation of approximately $220,000 due largely to new molded fiber equipment.

 

Selling, General and Administrative Expenses

 

Selling, General, and Administrative Expenses (“SG&A”) increased 1.0% to $23.8 million for the year ended December 31, 2014 from $23.6 million in 2013. The increase in SG&A for the year ended December 31, 2014, is primarily due to higher depreciation costs of $160,000, largely associated with the Company’s new ERP software system, increased bad debt expense of approximately $140,000 due largely to a one-time write-off and increased employee health care costs of approximately $184,000 due largely to a higher than typical frequency of large claims, partially offset by lower sales commissions of approximately $100,000 due to soft sales compared to the Company’s budgeted sales, lower advertising costs incurred of approximately $70,000 and lower intangibles amortization of approximately $85,000.

 

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 consolidation into the Michigan facility is complete and the actual costs incurred are included in the table below.

 

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. This consolidation is complete and the actual costs incurred through December 31, 2014 are included in the table below.

 

The Company recorded the following restructuring costs associated with the plant consolidations discussed above for the year ended December 31, 2014 (in thousands):

 

Restructuring Costs

 

Michigan

 

California

 

Total

 

 

 

 

 

 

 

 

 

Employee severance payments

 

$

237

 

$

10

 

$

247

 

Relocation costs

 

356

 

501

 

857

 

Workforce training costs

 

373

 

 

373

 

Plant infrastructure costs

 

79

 

 

79

 

 

 

 

 

 

 

 

 

Total restructuring costs

 

$

1,045

 

$

511

 

$

1,556

 

 

These costs were reclassified in the 2014 Consolidated Statement of Operations as “Restructuring Costs” as follows: $1,385,000 from Cost of Sales, $82,000 from Selling, General and Administrative expenses and $89,000 from Gain on sales of property, plant and equipment. The Company also incurred approximately $373,000 and $38,000, in related capital improvements at its Michigan and California facilities, respectively, for the year ended December 31, 2014.

 

20



 

Interest Expense

 

Interest expense net of interest income decreased to approximately $108,000 for the year ended December 31, 2014 from net interest expense of approximately $205,000 in 2013. The decrease in interest expense 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 recorded income tax expense as a percentage of income before income tax expense, of 35.8% and 34.4% for the years ended December 31, 2014 and 2013, respectively. The increase in the effective tax rate for the year ended December 31, 2014 is primarily attributable to permanent differences measured against lower pre-tax income as well as additional reserves of approximately $150,000 for uncertain tax positions. The Company has deferred tax assets on its books associated with net operating losses generated in previous years. The Company has considered both positive and negative available evidence in its determination that the deferred tax assets are more likely than not to be realized, and has not recorded a tax valuation allowance at December 31, 2014. The Company will continue to assess whether the deferred tax assets will be realizable and, when appropriate, will record a valuation allowance against these assets. The amount of the net deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.

 

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 year ended December 31, 2015 was approximately $13.1 million and was primarily a result of net income generated of approximately $7.6 million, depreciation and amortization of approximately $4.9 million, share-based compensation of approximately $1.1 million and a decrease in refundable income taxes of approximately $2.4 million. These cash inflows and adjustments to income were partially offset by an increase in accounts receivable of approximately $1.0 million due to the timing of customer payments in the ordinary course of business, an increase in inventory of approximately $1.3 million due to the timing of raw materials purchases and customer shipments and a decrease in accounts payable and accrued expenses of approximately $600,000 due to the timing of vendor payments in the ordinary course of business.

 

Net cash used in investing activities during the year ended December 31, 2015, was approximately $16.3 million of which approximately $11.5 million was the result of the purchase and renovation of our new corporate headquarters and manufacturing facility in Newburyport, MA and approximately $4.8 million was the result of other additions of technology, manufacturing machinery and equipment across the Company.

 

Net cash used in financing activities was approximately $1.1 million for the year ended December 31, 2015, representing cash used to service term debt of approximately $1.0 million, to repurchase shares of common stock of approximately $600,000 and to pay statutory withholding for stock options exercised and restricted stock units vested of approximately $200,000, partially offset by excess tax benefits on share-based compensation of approximately $350,000, and net proceeds received upon stock option exercises of approximately $350,000.

 

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.

 

21



 

As of December 31, 2015, 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 December 31, 2015, the outstanding balance of the term loan facility was approximately $1.9 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 $13.1 million in operations during the year ended December 31, 2015, 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 2016, the Company plans to continue to add capacity to enhance operating efficiencies in its manufacturing plants. The Company may also further expand its Newburyport, Massachusetts manufacturing plant. 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.

 

Stock Repurchase Program

 

The Company accounts for treasury stock under the cost method, using the first-in, first out flow assumption, and includes treasury stock as a component of stockholders’ equity. On June 16, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $10.0 million of the Company’s outstanding common stock. Under the program, the Company is authorized to repurchase shares through Rule 10b5-1 plans, open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934. The stock repurchase program will end upon the earlier of the date on which the plan is terminated by the Board or when all authorized repurchases are completed. The timing and amount of stock repurchases, if any, will be determined based upon our evaluation of market conditions and other factors. The stock repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program. During the year ended December 31, 2015, the Company repurchased 29,559 shares of common stock at a cost of approximately $587,000.

 

Commitments and Contractual Obligations

 

The following table summarizes the Company’s contractual obligations at December 31, 2015 (in thousands):

 

 

 

 

 

Payment Due By Period

 

 

 

 

 

Less than

 

1-3

 

3-5

 

More than

 

 

 

Total

 

1 Year

 

Years

 

Years

 

5 Years

 

Equipment Loans

 

$

1,870

 

$

1,011

 

$

859

 

$

 

$

 

Operating Leases

 

1,264

 

888

 

376

 

 

 

Debt interest

 

32

 

25

 

7

 

 

 

Supplemental Retirement

 

100

 

25

 

50

 

25

 

 

Total

 

$

3,266

 

$

1,949

 

$

1,292

 

$

25

 

$

 

 

The Company requires cash to pay its operating expenses, purchase capital equipment, and to service the obligations listed above. The Company’s principal sources of funds are its operations and its revolving credit facility. Although the Company generated cash from operations in the year ended December 31, 2015, it cannot guarantee that its operations will generate cash in future periods. Subject to the Risk Factors set forth

 

22



 

in Part I, Item 1A of this Report and the general disclaimers set forth in our Special Note Regarding Forward-Looking Statements at the outset of this Report, we believe that cash flow from operations will provide us with sufficient funds in order to fund our expected operations over the next twelve months.

 

The Company does not believe inflation has had a material impact on its results of operations in the last three years.

 

Off-Balance-Sheet Arrangements

 

The Company had no off-balance-sheet arrangements in 2015, other than operating leases.

 

Critical Accounting Policies

 

The preparation of consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, intangible assets, income taxes, warranty obligations, restructuring charges, contingencies, and litigation. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, including current and anticipated worldwide economic conditions, both in general and specifically in relation to the packaging and component product industries, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 8 of this Report. The Company believes the following critical accounting policies necessitated that significant judgments and estimates be used in the preparation of its consolidated financial statements.

 

The Company has reviewed these policies with its Audit Committee.

 

Revenue Recognition

 

The Company recognizes revenue at the time of shipment when title and risk of loss have passed to the customer, persuasive evidence of an arrangement exists, performance of its obligation is complete, its price to the buyer is fixed or determinable, and the Company is reasonably assured of collection. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Determination of these criteria, in some cases, requires management’s judgment. Should changes in conditions cause management to determine that these criteria are not met for certain future transactions, revenue for any reporting period could be adversely affected.

 

Goodwill

 

Goodwill is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Impairment testing for goodwill is done at a reporting unit level. Reporting units are one level below the business segment level, but can be combined when reporting units within the same segment have similar economic characteristics. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The Company consists of a single reporting unit. We last performed “step 1” of the goodwill impairment test as of September 30, 2014. We utilized the guideline public company (“GPC”) method under the market approach and the discounted cash flows method (“DCF”) under the income approach to determine the fair value of the reporting unit for purposes of testing the reporting unit’s carrying value of goodwill for impairment. The GPC method derives a value by generating a multiple of EBITDA through the comparison of the Company to similar publicly traded companies. The DCF approach derives a value based on the present value of a series of estimated future cash flows at the valuation date by the application of a discount rate, one that a prudent investor would require before making an investment in our equity securities. The key assumptions used in our approach included:

 

·                  The reporting unit’s 2015 estimated financials and five-year projections of financial results, which were based on our strategic plans and long-range forecasts. Sales growth rates represent estimates based on current and forecasted sales mix and market conditions. The profit margins were projected

 

23



 

based on historical margins, projected sales mix, current expense structure and anticipated expense modifications.

 

·                  The projected terminal value which reflects the total present value of projected cash flows beyond the last period in the DCF. This value reflects a growth rate for the reporting unit, which is approximately the same growth rate of expected inflation into perpetuity.

 

·                  The discount rate determined using a Weighted Average Cost of Capital method (“WACC”), which considered market and industry data as well as Company-specific risk factors.

 

·                  Selection of guideline public companies which are similar to each other and to the Company.

 

As of September 30, 2014, based on our calculations under the above noted approach, the fair value of the reporting unit exceeded its carrying value by approximately $69 million or 74%. In performing these calculations, management used its most reasonable estimates of the key assumptions discussed above. If our actual operating results and/or the key assumptions utilized in management’s calculations differ from our expectations, it is possible that a future impairment charge may be necessary.

 

The Company’s annual impairment testing date is December 31. The Company performed a qualitative assessment (“step 0”) as of December 31, 2015, and determined that it was more likely than not that the fair value of its reporting unit exceeded its carrying amount. As a result, the Company is not required to proceed to a “step 1” impairment assessment. Factors considered included the 2014 step 1 analysis and the calculated excess fair value over carrying amount, financial performance, forecasts and trends, market cap, regulatory and environmental issues, macro-economic conditions, industry and market considerations, raw material costs and management stability.

 

Accounts Receivable

 

The Company periodically reviews the collectability of its accounts receivable. Provisions are recorded for accounts that are potentially uncollectible. Determining adequate reserves for accounts receivable requires management’s judgment. Conditions impacting the realizability of the Company’s receivables could cause actual asset write-offs to be materially different than the reserved balances as of December 31, 2015.

 

Inventories

 

Inventories include material, labor, and manufacturing overhead and are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method.

 

The Company periodically reviews the realizability of its inventory for potential excess or obsolescence. Determining the net realizable value of inventory requires management’s judgment. Conditions impacting the realizability of the Company’s inventory could cause actual asset write-offs to be materially different than the Company’s current estimates as of December 31, 2015.

 

Recent Accounting Pronouncements

 

Refer to Note 1, “Summary of Significant Accounting Policies,” in the accompanying notes to the consolidated financial statements for a discussion of recent accounting pronouncements.

 

ITEM 7A.                           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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 December 31, 2015, 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. Interest under the Company’s credit facility with Bank of America, N.A. is based upon either the Prime rate or LIBOR and, therefore, future operations could be affected by interest rate changes. However, as of December 31, 2015, the Company had no borrowings outstanding under the revolving credit facility, and the Company believes the market risk associated with the facility is minimal.

 

24



 

ITEM 8.                                    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The consolidated financial statements and supplementary data of the company are listed under Part IV, Item 15, in this Report.

 

ITEM 9.                                    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.                           CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Report (the “Evaluation Date”). 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 are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance, as opposed to absolute assurance, of achieving their internal control objectives.

 

Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management concluded that, as of December 31, 2015, the Company’s internal control over financial reporting is effective.

 

The Company’s internal control over financial reporting as of December 31, 2015, has been audited by Grant Thornton LLP, an independent registered public accounting firm, who also audited the Company’s consolidated financial statements. Grant Thornton’s attestation report on the Company’s internal control over financial reporting is included herein.

 

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

 

ITEM 9B.                           OTHER INFORMATION

 

None.

 

25



 

PART III

 

ITEM 10.                             DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

The information required by this Item 10 is hereby incorporated by reference to the Company’s definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

 

ITEM 11.                             EXECUTIVE COMPENSATION

 

The information required by this Item 11 is hereby incorporated by reference to the Company’s definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

 

ITEM 12.                             SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this Item 12 is hereby incorporated by reference to the Company’s definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

 

ITEM 13.                             CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by this Item 13 is hereby incorporated by reference to the Company’s definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

 

ITEM 14.                             PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The information required by this Item 14 is hereby incorporated by reference to the Company’s definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

 

PART IV

 

ITEM 15.                             EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

 

Page

(a) (1)

Financial Statements

 

 

Index to Consolidated Financial Statements and Financial Statement Schedule

F-2

 

Reports of Independent Registered Public Accounting Firm

F-3

 

Consolidated Balance Sheets as of December 31, 2015 and 2014

F-5

 

Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013

F-6

 

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013

F-7

 

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013

F-8

 

Notes to Consolidated Financial Statements

F-9

 

 

 

(a) (2)

Financial Statement Schedule

 

 

Schedule II — Valuation and Qualifying Accounts

F-26

 

 

 

 

All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.

 

 

 

 

(a) (3)

Exhibits

 

 

26



 

See the Exhibit Index for a listing of exhibits, which are filed herewith or incorporated herein by reference to the location indicated

 

27



 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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:

March 11, 2016

 

By:

/s/ R. Jeffrey Bailly

 

 

 

R. Jeffrey Bailly, President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

/s/ R. Jeffrey Bailly

 

Chairman, Chief Executive Officer, President, and Director

 

March 11, 2016

R. Jeffrey Bailly

 

 

 

 

 

 

/s/ Ronald J. Lataille

 

Chief Financial Officer, Senior Vice President, Principal Financial and Accounting Officer

 

March 11, 2016

Ronald J. Lataille

 

 

 

 

 

 

/s/ Daniel C. Croteau

 

Director

 

March 11, 2016

Daniel C. Croteau

 

 

 

 

 

 

 

 

 

/s/ Kenneth L. Gestal

 

Director

 

March 11, 2016

Kenneth L. Gestal

 

 

 

 

 

 

 

 

 

/s/ Marc Kozin

 

Director

 

March 11, 2016

Marc Kozin

 

 

 

 

 

 

 

 

 

/s/ Thomas Oberdorf

 

Director

 

March 11, 2016

Thomas Oberdorf

 

 

 

 

 

 

 

 

 

/s/ Robert W. Pierce, Jr.

 

Director

 

March 11, 2016

Robert W. Pierce, Jr.

 

 

 

 

 

 

 

 

 

/s/ Lucia Luce Quinn

 

Director

 

March 11, 2016

Lucia Luce Quinn

 

 

 

 

 

 

 

 

 

/s/ David K. Stevenson

 

Director

 

March 11, 2016

David K. Stevenson

 

 

 

 

 

28



 

UFP TECHNOLOGIES, INC.

 

Consolidated Financial Statements

and Financial Statement Schedule

 

As of December 31, 2015 and 2014

And for the Years Ended December 31, 2015, 2014 and 2013

 

With Reports of Independent Registered Public Accounting Firm

 

F-1




 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

UFP Technologies, Inc.

 

We have audited the accompanying consolidated balance sheets of UFP Technologies, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of UFP Technologies, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2016 expressed an unqualified opinion.

 

/s/ GRANT THORNTON LLP

 

Boston, Massachusetts

March 11, 2016

 

F-3



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

UFP Technologies, Inc.

 

We have audited the internal control over financial reporting of UFP Technologies, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2015, and our report dated March 15, 2016 expressed an unqualified opinion on those financial statements.

 

/s/ GRANT THORNTON LLP

 

Boston, Massachusetts

March 11, 2016

 

F-4



 

UFP TECHNOLOGIES, INC.

Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

December 31,

 

 

 

2015

 

2014

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

29,804

 

$

34,052

 

Receivables, net

 

17,481

 

16,470

 

Inventories

 

14,202

 

12,893

 

Prepaid expenses

 

930

 

664

 

Refundable income taxes

 

1,186

 

3,192

 

Total current assets

 

63,603

 

67,271

 

Property, plant and equipment

 

90,564

 

75,823

 

Less accumulated depreciation and amortization

 

(44,009

)

(40,980

)

Net property, plant and equipment

 

46,555

 

34,843

 

Goodwill

 

7,322

 

7,322

 

Intangible assets, net

 

636

 

953

 

Other assets

 

1,834

 

2,159

 

Total assets

 

$

119,950

 

$

112,548

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

4,598

 

$

5,398

 

Accrued expenses

 

5,374

 

5,222

 

Current installments of long-term debt

 

1,011

 

993

 

Total current liabilities

 

10,983

 

11,613

 

Long-term debt, excluding current installments

 

859

 

1,873

 

Deferred income taxes

 

2,883

 

2,446

 

Other liabilities

 

1,653

 

1,624

 

Total liabilities

 

16,378

 

17,556

 

Commitments and contingencies (Note 14)

 

 

 

 

 

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 7,170,377 shares at December 31, 2015 and 7,068,815 shares at December 31, 2014

 

72

 

71

 

Additional paid-in capital

 

23,705

 

22,132

 

Retained earnings

 

80,382

 

72,789

 

Treasury stock at cost (29,559 shares at December 31, 2015 and zero shares at December 31, 2014)

 

(587

)

 

Total stockholders’ equity

 

103,572

 

94,992

 

Total liabilities and stockholders’ equity

 

$

119,950

 

$

112,548

 

 

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

 

F-5



 

UFP TECHNOLOGIES, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

 

 

 

Years Ended December 31,

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Net sales

 

$

138,850

 

$

139,307

 

$

139,223

 

Cost of sales

 

101,396

 

102,427

 

98,209

 

Gross profit

 

37,454

 

36,880

 

41,014

 

Selling, general, and administrative expenses

 

24,008

 

23,847

 

23,605

 

Restructuring costs

 

1,756

 

1,556

 

 

(Gain) loss on sales of property, plant and equipment

 

(24

)

(84

)

11

 

Operating income

 

11,714

 

11,561

 

17,398

 

Other expenses:

 

 

 

 

 

 

 

Interest (income) expense, net

 

(27

)

108

 

205

 

Other, net

 

 

(312

)

 

Total other (income) expense

 

(27

)

(204

)

205

 

Income before income tax provision

 

11,741

 

11,765

 

17,193

 

Income tax expense

 

4,148

 

4,206

 

5,917

 

Net income from consolidated operations

 

7,593

 

7,559

 

11,276

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

Basic

 

$

1.07

 

$

1.08

 

$

1.65

 

Diluted

 

$

1.05

 

$

1.05

 

$

1.59

 

Weighted average common shares:

 

 

 

 

 

 

 

Basic

 

7,115

 

7,028

 

6,824

 

Diluted

 

7,219

 

7,175

 

7,105

 

 

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

 

F-6



 

UFP TECHNOLOGIES, INC.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2015, 2014 and 2013

(In thousands)

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

Paid-in

 

Retained

 

Treasury Stock

 

Stockholders’

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Shares

 

Amount

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

6,750

 

$

67

 

$

19,239

 

$

53,954

 

 

$

 

$

73,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

38

 

1

 

923

 

 

 

 

924

 

Exercise of stock options net of shares presented for exercise

 

113

 

1

 

190

 

 

 

 

191

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net share settlement of restricted stock units and stock option tax w/h

 

 

 

(879

)

 

 

 

(879

)

Excess tax benefits on share-based compensation

 

 

 

818

 

 

 

 

818

 

Net income

 

 

 

 

11,276

 

 

 

11,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

6,901

 

$

69

 

$

20,291

 

$

65,230

 

 

 

$

85,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

20

 

1

 

1,118

 

 

 

 

1,119

 

Exercise of stock options net of shares presented for exercise

 

148

 

1

 

335

 

 

 

 

336

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net share settlement of restricted stock units and stock option tax w/h

 

 

 

(831

)

 

 

 

(831

)

Excess tax benefits on share-based compensation

 

 

 

1,219

 

 

 

 

1,219

 

Net income

 

 

 

 

7,559

 

 

 

7,559

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2014

 

7,069

 

$

71

 

$

22,132

 

$

72,789

 

 

 

$

94,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

24

 

 

1,069

 

 

 

 

1,069

 

Exercise of stock options net of shares presented for exercise

 

77

 

1

 

357

 

 

 

 

358

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net share settlement of restricted stock units and stock option tax w/h

 

 

 

(209

)

 

 

 

(209

)

Excess tax benefits on share-based compensation

 

 

 

356

 

 

 

 

356

 

Repurchase of common stock

 

 

 

 

 

30

 

(587

)

(587

)

Net income

 

 

 

 

7,593

 

 

 

7,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

7,170

 

$

72

 

$

23,705

 

$

80,382

 

30

 

$

(587

)

$

103,572

 

 

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

 

F-7



 

UFP TECHNOLOGIES, INC.

Consolidated Statement of Cash Flows

(In thousands)

 

 

 

Years Ended December 31,

 

 

 

2015

 

2014

 

2013

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income from consolidated operations

 

$

7,593

 

$

7,559

 

$

11,276

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

4,846

 

4,376

 

4,084

 

Loss on sales of property, plant and equipment

 

27

 

5

 

11

 

Share-based compensation

 

1,069

 

1,119

 

924

 

Deferred income taxes

 

437

 

1,232

 

740

 

Excess tax benefits on share-based compensation

 

(356

)

(1,219

)

(818

)

Changes in operating assets and liabilities, net of effects from acquisition:

 

 

 

 

 

 

 

Receivables, net

 

(1,011

)

562

 

804

 

Inventories

 

(1,309

)

(1,845

)

(1,353

)

Prepaid expenses

 

(266

)

26

 

(36

)

Refundable income taxes

 

2,362

 

(436

)

994

 

Accounts payable

 

(800

)

2,317

 

(1,007

)

Accrued expenses

 

152

 

(2,243

)

1,272

 

Other liabilities

 

29

 

(181

)

(417

)

Other assets

 

325

 

(146

)

(368

)

Net cash provided by operating activities

 

13,098

 

11,126

 

16,106

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

(16,321

)

(13,436

)

(5,830

)

Holdback payment related to the acquisition of Packaging Alternatives Corporation (PAC)

 

 

 

(600

)

Redemption of cash value life insurance

 

 

 

37

 

Proceeds from sale of property, plant and equipment

 

53

 

112

 

1

 

Net cash used in investing activities

 

(16,268

)

(13,324

)

(6,392

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Excess tax benefits on share-based compensation

 

356

 

1,219

 

818

 

Proceeds from the exercise of stock options, net of attestations

 

358

 

336

 

191

 

Principal repayment of long-term debt

 

(996

)

(977

)

(6,601

)

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

 

(209

)

(831

)

(879

)

Repurchases of common stock

 

(587

)

 

 

Payment of contingent note payable

 

 

(800

)

 

Proceeds from long-term borrowings

 

 

 

580

 

Net cash used in financing activities

 

(1,078

)

(1,053

)

(5,891

)

Net change in cash and cash equivalents

 

(4,248

)

(3,251

)

3,823

 

Cash and cash equivalents at beginning of year

 

34,052

 

37,303

 

33,480

 

Cash and cash equivalents at end of year

 

$

29,804

 

$

34,052

 

$

37,303

 

 

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

 

F-8



 

UFP TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

 

(1)                   Summary of Significant Accounting Policies

 

UFP Technologies, Inc. (“the Company”) is an innovative designer and custom converter of foams, plastics, composites and natural fiber products principally serving the medical, automotive, consumer, electronics, industrial and aerospace and defense markets. The Company was incorporated in the State of Delaware in 1993.

 

(a)       Principles of Consolidation

 

The consolidated financial statements include the accounts and results of operations of UFP Technologies, Inc., its wholly-owned subsidiaries, Moulded Fibre Technology, Inc., Simco Industries, Inc. and Stephenson & Lawyer, Inc. and its wholly-owned subsidiary, Patterson Properties Corporation.  All significant intercompany balances and transactions have been eliminated in consolidation.

 

(b)       Use of Estimates

 

The preparation of consolidated 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, including allowance for doubtful accounts and the net realizable value of inventory, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

(c)        Fair Value Measurement

 

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

 

The Company has not elected fair value accounting for any financial instruments for which fair value accounting is optional.

 

(d)       Fair Value of Financial Instruments

 

Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities 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 Company’s current incremental borrowing rate.

 

(e)        Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2015 and 2014, cash equivalents primarily consisted of money market accounts and certificates of deposit that are readily convertible into cash.

 

The Company maintains its cash in bank deposit accounts, money market funds, and certificates of deposit that at times exceed federally insured limits. The Company periodically reviews the financial stability of institutions holding its accounts, and does not believe it is exposed to any significant custodial credit risk on cash.  The Company’s main operating account with Bank of America exceeds federal depository insurance limit by approximately $20.4 million.

 

F-9



 

(f)          Accounts Receivable

 

The Company periodically reviews the collectability of its accounts receivable. Provisions are recorded for accounts that are potentially uncollectable. Determining adequate reserves for accounts receivable requires management’s judgment. Conditions impacting the realizability of the Company’s receivables could cause actual asset write-offs to be materially different than the reserved balances as of December 31, 2015.

 

(g)       Inventories

 

Inventories include material, labor, and manufacturing overhead and are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method.

 

The Company periodically reviews the realizability of its inventory for potential excess or obsolescence. Determining the net realizable value of inventory requires management’s judgment. Conditions impacting the realizability of the Company’s inventory could cause actual asset write-offs to be materially different than the Company’s current estimates as of December 31, 2015.

 

(h)       Property, Plant, and Equipment

 

Property, plant, and equipment are stated at cost and are depreciated or amortized using the straight-line method over the estimated useful lives of the assets or the related lease term, if shorter.

 

Estimated useful lives of property, plant, and equipment are as follows:

 

 

 

Shorter of estimated useful life

Leasehold improvements

 

or remaining lease term

Buildings and improvements

 

20 years

Machinery & Equipment

 

7 -10 years

Furniture, fixtures, computers & software

 

3 - 7 years

 

Property, plant, and equipment amounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value.

 

(i)          Goodwill

 

Goodwill is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Impairment testing for goodwill is done at a reporting unit level. Reporting units are one level below the business segment level, but can be combined when reporting units within the same segment have similar economic characteristics. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit.  The Company consists of a single reporting unit. We last performed “step 1” of the goodwill impairment test as of September 30, 2014. We utilized the guideline public company (“GPC”) method under the market approach and the discounted cash flows method (“DCF”) under the income approach to determine the fair value of the reporting unit for purposes of testing the reporting unit’s carrying value of goodwill for impairment. The GPC method derives a value by generating a multiple of EBITDA through the comparison of the Company to similar publicly traded companies. The DCF approach derives a value based on the present value of a series of estimated future cash flows at the valuation date by the application of a discount rate, one that a prudent investor would require before making an investment in our equity securities. The key assumptions used in our approach included:

 

·                              The reporting unit’s 2015 estimated financials and five-year projections of financial results, which were based on our strategic plans and long-range forecasts. Sales growth rates represent estimates based on current and forecasted sales mix and market conditions. The

 

F-10



 

profit margins were projected based on historical margins, projected sales mix, current expense structure and anticipated expense modifications.

 

·                              The projected terminal value which reflects the total present value of projected cash flows beyond the last period in the DCF. This value reflects a growth rate for the reporting unit, which is approximately the same growth rate of expected inflation into perpetuity.

 

·                              The discount rate determined using a Weighted Average Cost of Capital method (“WACC”), which considered market and industry data as well as Company-specific risk factors.

 

·                              Selection of guideline public companies which are similar to each other and to the Company.

 

As of September 30, 2014, based on our calculations under the above noted approach, the fair value of the reporting unit exceeded its carrying value by approximately $69 million or 74%. In performing these calculations, management used its most reasonable estimates of the key assumptions discussed above. If our actual operating results and/or the key assumptions utilized in management’s calculations differ from our expectations, it is possible that a future impairment charge may be necessary.

 

The Company’s annual impairment testing date is December 31. The Company performed a qualitative assessment (“step 0”) as of December 31, 2015, and determined that it was more likely than not that the fair value of its reporting unit exceeded its carrying amount. As a result, the Company is not required to proceed to a “step 1” impairment assessment.  Factors considered included the 2014 step 1 analysis and the calculated excess fair value over carrying amount, financial performance, forecasts and trends, market cap, regulatory and environmental issues, macro-economic conditions, industry and market considerations, raw material costs and management stability.

 

(j)          Intangible Assets

 

Intangible assets with a definite life are amortized on a straight-line basis, with estimated useful lives ranging from 5 to 14 years. Intangible assets with a definite life are tested for impairment whenever events or circumstances indicate that their carrying values may not be recoverable.

 

(k)        Revenue Recognition

 

The Company recognizes revenue at the time of shipment when title and risk of loss have passed to the customer, persuasive evidence of an arrangement exists, performance of its obligation is complete, its price to the buyer is fixed or determinable, and the Company is reasonably assured of collection. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Determination of these criteria, in some cases, requires management’s judgment.

 

(l)          Share-Based Compensation

 

When accounting for equity instruments exchanged for employee services, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant).

 

The Company issues share-based awards through several plans that are described in detail in Note 11.  The compensation cost charged against income for those plans is included in selling, general & administrative expenses as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2015

 

2014

 

2013

 

Share-based compensation expense

 

$

1,069

 

$

1,119

 

$

924

 

 

The compensation expense for stock options granted during the three-year period ended December 31, 2015, was determined as the fair value of the options using the Black Scholes valuation model.  2013 compensation expense for stock options granted prior to January 1, 2012, was

 

F-11



 

determined as the fair value of the options using a lattice-based option valuation model.  The assumptions are noted as follows:

 

 

 

Year Ended December 31,

 

 

 

2015

 

2014

 

2013

 

Expected volatility

 

31.5% - 32.3%

 

32.8% - 37.9%

 

34.0% - 50.0%

 

 

 

 

 

 

 

 

 

Expected dividends

 

None

 

None

 

None

 

 

 

 

 

 

 

 

 

Risk-free interest rate

 

1.0% - 1.2%

 

0.7% - 0.9%

 

0.4% - 0.7%

 

 

 

 

 

 

 

 

 

Exercise price

 

$

19.97 - $22.36

 

$

22.55 - $25.48

 

$

18.85 - $21.67

 

 

 

 

 

 

 

 

 

Expected term

 

5.0 years

 

3.8 to 5.0 years

 

3.3 to 5.0 years

 

 

 

 

 

 

 

 

 

Weighted-average grant- date fair value

 

$

6.04

 

$

7.24

 

$

5.84

 

 

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 interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The expected term is calculated based on the simplified method.

 

The total income tax benefit recognized in the statement of operations for share-based compensation arrangements was approximately $312,000, $320,000 and $280,000 for the years ended December 31, 2015, 2014 and 2013, respectively.

 

(m)     Deferred Rent

 

The Company accounts for escalating rental payments on a straight-line basis over the term of the lease.

 

(n)       Shipping and Handling Costs

 

Costs incurred related to shipping and handling are included in cost of sales. Amounts charged to customers pertaining to these costs are included in net sales.

 

(o)       Research and Development

 

On a routine basis, the Company incurs costs related to research and development activity. These costs are expensed as incurred. Approximately $1.4 million, $1.2 million and $1.2 million were expensed in the years ended December 31, 2015, 2014 and 2013, respectively.

 

(p)       Income Taxes

 

The Company’s income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax expense (benefit) results from the net change during the year in deferred tax assets and liabilities. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

The Company evaluates the need for a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. Should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the

 

F-12



 

technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense.

 

(q)         Segments and Related Information

 

The Company follows the provisions of ASC 280, Segment Reporting, which establish standards for the way public business enterprises report information and operating segments in annual financial statements (see Note 17).

 

(r)    Treasury Stock

 

The Company accounts for treasury stock under the cost method, using the first-in, first out flow assumption, and we include treasury stock as a component of stockholders’ equity.  During the year ended December 31, 2015, the Company repurchased 29,559 shares of common stock at a cost of approximately $587,000.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This standard will replace most existing revenue recognition guidance when it becomes effective. The standard permits the use of either the retrospective or cumulative effect transition methods. In August 2015, the FASB issued an update to defer the effective date of this update by one year. The updated standard becomes effective for the Company in the first quarter of fiscal year 2018, but allows the Company to adopt the standard one year earlier if it so chooses. The Company is evaluating the effect that the updated standard will have on our Consolidated Financial Statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our consolidated financial position and results of operations.

 

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We adopted the amendments in this ASU effective October 1, 2015, on a retrospective basis.

 

As a result of the adoption, the Company made the following adjustments to the 2014 balance sheet: a $1.1 million decrease to current deferred tax assets and total current assets; and a $1.1 million decrease to long-term deferred tax liabilities and total liabilities.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases. The amendments in ASU No. 2016-02 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its consolidated financial position and results of operations.

 

(2)                     Supplemental Cash Flow Information

 

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

 

F-13



 

 

 

Years Ended December 31,

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Interest, net

 

$

(29

)

$

112

 

$

210

 

 

 

 

 

 

 

 

 

Income taxes, net of refunds

 

$

1,459

 

$

3,259

 

$

4,199

 

 

During the years ended December 31, 2015 and 2014, the Company permitted the exercise of stock options with exercise proceeds paid with the Company’s stock (“cashless” exercises) totaling approximately $36,000 and $372,000, respectively.

 

(3)                     Receivables

 

Receivables consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2015

 

2014

 

Accounts receivable—trade

 

$

17,980

 

$

16,972

 

Less allowance for doubtful receivables

 

(499

)

(502

)

 

 

$

17,481

 

$

16,470

 

 

Receivables are written off against these reserves in the period they are determined to be uncollectible, and payments subsequently received on previously written-off receivables are recorded as a reversal of the bad debt provision.  The Company performs credit evaluations on its customers and obtains credit insurance on a large percentage of its accounts, but does not generally require collateral.  The Company recorded a provision for doubtful accounts of approximately $16,000 and $171,000 for the years ended December 31, 2015 and 2014, respectively.

 

(4)                     Inventories

 

Inventories consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2015

 

2014

 

Raw materials

 

$

7,506

 

$

7,145

 

Work in process

 

1,192

 

1,142

 

Finished goods

 

5,504

 

4,606

 

 

 

$

14,202

 

$

12,893

 

 

(5)                     Other Intangible Assets

 

The carrying values of the Company’s definite-lived intangible assets as of December 31, 2015 and 2014 are as follows (in thousands):

 

F-14



 

 

 

Patents

 

Non-
Compete

 

Customer
List

 

Total

 

Estimated useful life

 

14 years

 

5 years

 

5 years

 

 

 

Gross amount at December 31, 2015

 

$

429

 

$

512

 

$

2,046

 

$

2,987

 

Accumulated amortization at December 31, 2015

 

(429

)

(387

)

(1,535

)

(2,351

)

Net balance at December 31, 2015

 

$

 

$

125

 

$

511

 

$

636

 

 

 

 

 

 

 

 

 

 

 

Gross amount at December 31, 2014

 

$

429

 

$

512

 

$

2,046

 

$

2,987

 

Accumulated amortization at December 31, 2014

 

(429

)

(325

)

(1,280

)

(2,034

)

Net balance at December 31, 2014

 

$

 

$

187

 

$

766

 

$

953

 

 

Amortization expense related to intangible assets was approximately $318,000, $393,000 and $478,000, respectively, for the years ended December 31, 2015, 2014 and 2013. Future amortization for the years ending December 31 will be approximately (in thousands):

 

2016

 

318

 

2017

 

318

 

Total

 

$

636

 

 

(6)                     Property, Plant, and Equipment

 

Property, plant, and equipment consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2015

 

2014

 

Land and improvements

 

$

3,191

 

$

1,613

 

Buildings and improvements

 

25,399

 

15,988

 

Leasehold improvements

 

2,839

 

2,897

 

Machinery & Equipment

 

51,016

 

47,756

 

Furniture, fixtures, computers & software

 

6,498

 

5,291

 

Construction in progress—equipment

 

1,621

 

2,278

 

 

 

$

90,564

 

$

75,823

 

 

Depreciation and amortization expense for the years ended December 31, 2015, 2014 and 2013, were approximately $4.5 million, $4.0 million, and $3.6 million, respectively.

 

(7)                     Indebtedness

 

On December 2, 2013, the Company entered into 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 credit facility was amended effective December 31, 2014, to modify the definition of “consolidated fixed-charge coverage ratio”.  The Company was in compliance with all covenants at December 31, 2015. The Company’s $40 million credit facility matures on November 30, 2018.

 

F-15



 

In conjunction with the execution of the credit facility, the Company fully paid approximately $5.1 million in debt previously outstanding under the Company’s prior credit facility with Bank of America, N.A., which was terminated on December 2, 2013.  As of December 31, 2015, the Company had no borrowings outstanding under the credit facility.

 

On October 11, 2012, the Company entered into a loan agreement to finance the purchase of two new molded fiber machines.  The annual interest rate is fixed at 1.83%.  As of December 31, 2015, approximately $5.0 million had been advanced on the loan and the outstanding balance was approximately $1.9 million.  The loan will be repaid over a five-year term.  The loan is secured by the related molded fiber machines.

 

Long-term debt consists of the following (in thousands):

 

 

 

December 31,

 

 

 

2015

 

2014

 

Equipment loans

 

$

1,870

 

$

2,866

 

Total long-term debt

 

1,870

 

2,866

 

Current installments

 

(1,011

)

(993

)

Long-term debt, excluding current installments

 

$

859

 

$

1,873

 

 

Aggregate maturities of long-term debt are as follows (in thousands):

 

Year ending December 31:

 

 

 

2016

 

$

1,011

 

2017

 

859

 

 

 

$

1,870

 

 

(8)                     Accrued Expenses

 

Accrued expenses consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2015

 

2014

 

Compensation

 

$

2,107

 

$

1,811

 

Benefits / self-insurance reserve

 

250

 

411

 

Paid time off

 

965

 

921

 

Commissions payable

 

319

 

164

 

Unrecognized tax benefits (including interest and penalties) (see Note 9)

 

315

 

425

 

Other

 

1,418

 

1,490

 

 

 

$

5,374

 

$

5,222

 

 

(9)                     Income Taxes

 

The Company’s income tax provision for the years ended December 31, 2015, 2014 and 2013 consists of the following (in thousands):

 

F-16



 

 

 

Years Ended December 31,

 

 

 

2015

 

2014

 

2013

 

Current

 

 

 

 

 

 

 

Federal

 

$

3,131

 

$

2,638

 

$

4,353

 

State

 

580

 

336

 

824

 

 

 

3,711

 

2,974

 

5,177

 

Deferred

 

 

 

 

 

 

 

Federal

 

508

 

1,262

 

641

 

State

 

(71

)

(30

)

99

 

 

 

437

 

1,232