FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission File Number: 001-12648 ----------------------- UFP TECHNOLOGIES, INC. ---------------------- (Exact name of registrant as specified in its charter) Delaware 04-2314970 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 172 EAST MAIN STREET, GEORGETOWN, MASSACHUSETTS 01833, USA ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) (978) 352-2200 -------------- (Registrant's telephone number, including area code) ----------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of April 23, 1999, 4,780,088 shares of registrant's Common Stock, $.01 par value, were outstanding.
UFP TECHNOLOGIES, INC. INDEX <TABLE> <CAPTION> PAGE ---- <S> <C> PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998....................................................1 Consolidated Income Statements for the Three Months Ended March 31, 1999 and 1998.........................................2 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1999 and 1998..................................3 Notes to Interim Consolidated Financial Statements........................................................................4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................7 Item 3. Quantitative and Qualitative Disclosure about Market Risk.......................................................10 PART II - OTHER INFORMATION..............................................................................................11 SIGNATURES...............................................................................................................12 </TABLE>
PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS UFP TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> 31-MAR-99 31-DEC-98 ASSETS UNAUDITED AUDITED ------------------ ------------------ <S> <C> <C> Current assets Cash and cash equivalents $ 681,929 512,356 Receivables, net 8,250,136 7,867,647 Inventories 4,630,504 4,091,770 Prepaid expenses and other current assets 739,524 688,191 ------------------ ------------------ Total current assets 14,302,093 13,159,964 ------------------ ------------------ Property, plant and equipment 20,470,527 20,025,618 Less accumulated depreciation and amortization (9,557,502) (9,086,763) ------------------ ------------------ Net property, plant and equipment 10,913,025 10,938,855 ------------------ ------------------ Goodwill, net 4,643,488 4,711,463 Other assets 1,130,127 1,138,560 ------------------ ------------------ Total assets $ 30,988,733 29,948,842 ------------------ ------------------ ------------------ ------------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 6,250,000 4,150,000 Current installments of long-term debt 60,565 59,411 Current installments of capital lease obligations 990,250 851,042 Accounts payable 2,341,995 2,589,492 Accrued expenses and payroll withholdings 2,343,547 3,410,929 ------------------ ------------------ Total current liabilities 11,986,357 11,060,874 Long-term debt, excluding current installments 549,515 568,678 Capital lease obligations, excluding current installments 1,187,829 1,554,647 Retirement liability 880,811 869,218 ------------------ ------------------ Total liabilities 14,604,512 14,053,417 ------------------ ------------------ Stockholders' equity Common stock 47,751 47,074 Additional paid-in capital 9,811,102 9,613,859 Retained earnings 6,525,368 6,234,492 ------------------ ------------------ Total stockholders' equity 16,384,221 15,895,425 ------------------ ------------------ Total liabilities and stockholders' equity $ 30,988,733 29,948,842 ------------------ ------------------ ------------------ ------------------ </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements UFPT Q1 1999 10-Q page 1
UFP TECHNOLOGIES, INC. CONSOLIDATED INCOME STATEMENTS (UNAUDITED) <TABLE> <CAPTION> THREE MONTHS ENDED -------------------------------- 31-MAR-99 31-MAR-98 ---------- --------- <S> <C> <C> Net sales $ 13,476,067 10,749,960 Cost of sales 10,049,832 7,905,252 ---------- --------- Gross profit 3,426,235 2,844,708 Selling, general and administrative expenses 2,809,332 2,318,596 ---------- --------- Operating income 616,903 526,112 Other income (deductions): Interest expense (123,028) (144,045) Other income 0 33,420 ---------- --------- Total other (deductions) (123,028) (110,625) Income before income tax expense 493,875 415,487 Income tax expense 203,000 174,000 ---------- --------- Net income $ 290,875 241,487 ---------- --------- ---------- --------- Basic net income per share $ 0.06 0.05 ---------- --------- ---------- --------- Diluted net income per share $ 0.06 0.05 ---------- --------- ---------- --------- Weighted average number of shares used in computation of per share data: Basic 4,770,703 4,666,354 ---------- --------- ---------- --------- Diluted 4,928,298 4,827,060 ---------- --------- ---------- --------- </TABLE> The accompanying notes are an integral part of these consolidated financial statements UFPT Q1 1999 10-Q page 2
UFP TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> THREE MONTHS ENDED ----------------------------------- 31-MAR-99 31-MAR-98 ----------- ------- <S> <C> <C> Cash flows from operating activities: Net income $ 290,875 241,487 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 545,914 453,645 Gain on sales of fixed assets 0 (33,420) Stock issued in lieu of compensation 168,000 0 Changes in operating assets and liabilities: Receivables, net (382,489) (122,321) Inventories (538,734) (151,463) Prepaid expenses and other current assets (51,333) 26,199 Accounts payable (247,497) 100,908 Accrued expenses and payroll withholdings (1,067,382) (352,198) Retirement liability 11,593 15,000 ---------- ------- Net cash provided by (used in) operating activities (1,271,053) 177,837 Cash flows from investing activities: Additions to property, plant and equipment (444,909) (553,453) Payments from affiliated company 3,922 0 Proceeds from sale of property, plant and equipment 0 263,420 (Increase) decrease in other assets (2,688) 37,222 ---------- --------- Net cash used in investing activities (443,675) (252,811) ---------- --------- Cash flows from financing activities: Net borrowings under notes payable 2,100,000 500,000 Principal repayments of long-term debt (18,009) (41,012) Principal repayments of capital lease obligations (227,610) (207,760) Net proceeds from sale of common stock 29,920 0 ---------- ------- Net cash provided by financing activities 1,884,301 251,228 ---------- ------- Net change in cash and cash equivalents 169,573 176,254 Cash and cash equivalents, at beginning of period 512,356 233,452 ---------- ------- Cash and cash equivalents, at end of period 681,929 409,706 ---------- ------- ---------- ------- </TABLE> The accompanying notes are an integral part of these consolidated financial statements. UFPT Q1 1999 10-Q page 3
UFP TECHNOLOGIES, INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The interim consolidated financial statements of UFP Technologies, Inc. (the Company) presented herein, without audit, have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 1998, included in the Company's 1998 Annual Report on Form 10-K as provided to the Securities and Exchange Commission. The consolidated balance sheet as of March 31, 1999, the consolidated income statements for the three months ended March 31, 1999 and 1998, and the consolidated statements of cash flows for the three months ended March 31, 1999 and 1998, are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for fair presentation of results for these interim periods. The results of operations for the three months ended March 31, 1999, are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 1999. (2) Inventory Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following: <TABLE> <CAPTION> 03/31/99 12/31/98 ----------------- ----------------- <S> <C> <C> Raw materials $ 2,842,406 2,634,482 Work-in-process 587,081 504,489 Finished goods 1,201,017 952,799 ----------------- ----------------- Total inventory $ 4,630,504 4,091,770 ----------------- ----------------- ----------------- ----------------- </TABLE> (3) Common Stock At December 31, 1998, 775,000 options were outstanding under the Company's 1993 Employee Stock Option Plan ("1993 Plan"). The purpose of these options is to provide long-term rewards and incentives to the Company's key employees and officers. No options were issued or exercised, and 148,000 options expired in the first three months of 1999 under the 1993 Plan. At March 31, 1999, 627,000 options were outstanding under the plan. Through July 15, 1998, the Company maintained a stock option plan covering nonemployee directors (the "1993 Director Plan"). Effective July 15, 1998, with the formation of the 1998 Director Stock Option Incentive Plan ("1998 Director Plan"), the 1993 Director Plan was frozen. The 1993 Director Plan provided for options for the issuance of up to 110,000 shares of common stock. On July 1 of each year, each individual who at the time was serving as a nonemployee director of the Company received an automatic grant of options to purchase 2,500 shares of common stock. These options became exercisable in full six months after the date of UFPT Q1 1999 10-Q page 4
grant and expire ten years from the date of grant. The exercise price was the fair market value of the common stock on the date of grant. At March 31, 1999, 55,000 options were outstanding under the 1993 Director Plan. Effective July 15, 1998, subject to shareholder approval, the Company adopted the 1998 Director Stock Option Incentive Plan ("1998 Director Plan") for the benefit of non-employee directors of the Company. The 1998 Director Plan provides for options for the issuance of up to 300,000 shares of common stock. These options become exercisable in full six months after the date of grant and expire ten years from the date of grant. In connection with the adoption of the 1998 Director Plan, the 1993 Director Plan was discontinued; however, the options outstanding under the 1993 Director Plan were not affected by the adoption of the new plan. At March 31, 1999, 9,800 options were outstanding under the 1998 Director Plan. On April 18, 1998, the Company adopted the 1998 Stock Purchase Plan which provides that all employees of the Company who work more than twenty hours per week and more than five months in any calendar year and who are employees on or before the applicable offering period are eligible to participate. The Stock Purchase Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986. Under the Stock Purchase Plan participants may have withheld up to 10% of their base salaries during the six month offering periods ending June 30 and December 31 for the purchase of the Company's common stock at 85% of the lower of the market value of the common stock on the first or last day of the offering period. The Stock Purchase Plan provides for the issuance of up to 150,000 shares of common stock. (4) Earnings Per Share The Company has adopted the provisions of the Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share." SFAS No. 128 replaced the calculation of primary and fully diluted earnings per share with a calculation of basic and diluted earnings per share. Basic earnings per share computations are based on the weighted average number of shares of common stock outstanding. Diluted earnings per share is based upon the weighted average of common shares and dilutive common stock equivalent shares outstanding during each period. All earnings per share amounts for all periods have been restated to conform to SFAS No. 128 requirements. The weighted average number of shares used to compute diluted income per share consisted of the following: <TABLE> <CAPTION> THREE MONTHS ENDED --------------------------------- 03/31/99 03/31/98 --------- --------- <S> <C> <C> Weighted average common shares outstanding 4,770,703 4,666,354 Weighted average common equivalent shares due to stock options 157,595 160,706 --------- --------- 4,928,298 4,827,060 --------- --------- --------- --------- </TABLE> UFPT Q1 1999 10-Q page 5
5) Segment Reporting The Company has adopted Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information. The Company is organized based on the nature of the products and services that it offers. Under this structure, the Company produces products within two distinct segments; Protective Packaging and Specialty Applications. Within the Protective Packaging segment, the Company primarily uses polyethylene and polyurethane foams, sheet plastics and pulp fiber to provide customers with cushion packaging for their products. Within the Specialty applications segment, the Company primarily uses cross-linked polyethylene foam to provide customers in the automotive, athletic, leisure and health and beauty industries with engineered product for numerous purposes. The accounting policies of the segments are the same as those described in note 1. Income taxes and interest expense have been allocated based on operating results and total assets employed in each segment. Inter-segment transactions are uncommon and not material. Therefore, they have not been separately reflected in the financial table below. The totals of the reportable segments' revenues, net profits and assets agree with the Company's comparable amount contained in the audited financial statements. Revenues from customers outside of the United States are not material. No one customer accounts for more than 10% of the Company's consolidated revenues. <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, 1999 --------------------------------- SPECIALTY PACKAGING TOTAL UFPT ------------------- ---------------- ---------------- <S> <C> <C> <C> Sales $ 5,922,944 7,553,123 13,476,067 Interest expense 41,650 81,378 123,028 Depreciation / amortization 112,551 433,363 545,914 Other income 0 0 0 Income tax 71,946 131,054 203,000 Net income 103,532 187,343 290,875 Total assets $ 11,159,345 19,829,388 30,988,733 </TABLE> <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, 1998 --------------------------------- SPECIALTY PACKAGING TOTAL UFPT ------------------- ---------------- ---------------- <S> <C> <C> <C> Sales $ 3,244,237 7,505,723 10,749,960 Interest expense 35,381 108,664 144,045 Depreciation / amortization 72,240 381,405 453,645 Other income 0 (33,421) (33,421) Income tax 61,464 112,536 174,000 Net income 85,229 156,258 241,487 Total assets $ 5,638,056 19,813,136 25,451,192 </TABLE> UFPT Q1 1999 10-Q page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1999 AND 1998 The Company's net sales increased 25.4% to $13.5 million from $10.8 million in the same period last year. The increase in sales is primarily attributable to the acquisition of Pacific Foam Technologies, Inc. in November 1998 and other internal growth in the specialty applications business segment. Gross profit as a percentage of sales decreased to 25.4% from 26.5%. The decline in gross margins is primarily a result of the impact of Pacific Foam Technologies. Selling, general and administrative expenses (SG&A) increased by 21.1% to 2.8 million. The increase is primarily attributable to the acquisition of Pacific Foam Technologies, Inc. in November 1998. As a percentage of sales, SG&A declined to 20.9% in the first of 1999 from 21.6% in the same period in 1998. The improvement reflects the efficiency gained through economies of scale when fixed G&A expenses grow at a slower rate than sales. Interest expense decreased by 14.6% to $123,000 despite having higher borrowings, due to the absence of interest expense associated with the company's lease in its Florida plant, which was accounted for as a capital lease in 1998 and an operating lease in 1999, as well as lower interest rates created by the utilization of LIBOR based financing. The Company's effective tax rate was 41.1% compared with 41.9% for the year ago period. Net income increased by 20.5% to $291,000. LIQUIDITY AND CAPITAL RESOURCES The Company funds its operating expenses, capital requirements and growth plan through internally generated cash, bank credit facilities and long-term capital leases. At March 31, 1999, the Company's working capital was approximately $2,316,000, including $682,000 of cash and cash equivalents. During the quarter ended March 31, 1999, the Company used approximately $1,271,000 to fund operating activities. The majority of these funds were used for the payment of 1998 year-end accrued liabilities such as state and federal income taxes and other accrued expenses. Net cash used in investing activities of $444,000 primarily funded the purchase of capital equipment. Net cash provided by investing activities consisted of an increase in short-term borrowings offset partially by debt service on long-term debt and capital leases. The Company has a $7,500,000 revolving bank loan facility, of which $6,250,000 was outstanding on March 31,1999. This facility expires on June 30, 1999. Borrowings through the credit facility are unsecured, and bear interest at LIBOR plus 1.75% or prime. In addition, at March 31, 1999, the Company had approximately $610,000 outstanding under a mortgage note and capital lease obligations of $2,178,000. At March 31, 1999, the current portion of all these obligations, including the revolving cash loan, is $7,300,000. UFPT Q1 1999 10-Q page 7
The Company believes that its existing resources, including its revolving loan facility, together with cash generated from operations and funds expected to be available to it through any necessary equipment financing and additional bank borrowings, will be sufficient to fund its cash flow requirements through at least the end of 1999. However, there can be no assurances that such financing will be available at favorable terms, if at all. YEAR 2000 READINESS The Year 2000 issue is the potential for system and processing failure of date-related data and the result of computer-controlled systems using two digits rather than four to define the applicable year. For example, computer programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices or engage in similar normal business activities. The Company has established a Year 2000 Compliance Committee (the "Committee") which is comprised of members of senior management, finance, MIS operations and engineering. The Committee's mandate is to design and implement a Compliance Plan that minimizes the risk of material adverse impact to the Company resulting from events triggered by the turn of the century. A Year 2000 Project Coordinator has been appointed and a comprehensive corporate-wide Year 2000 Project plan has been developed. The Committee has defined three categories of internal elements that are subject to risk; computer hardware and software, manufacturing equipment and facility equipment. Computer hardware and software includes networking, operating and application software currently being used by the Company as well as those that are planned to be installed prior to the year 2000 and the hardware platforms upon which they operate. Manufacturing equipment includes machinery and equipment, owned or leased, that is used by the Company in the process of manufacturing inventory for resale. Facility equipment includes all other devices that potentially have microprocessor chips that were not included in computer hardware and software and manufacturing equipment, including, but not limited to, fax machines, security systems, heating/air conditioning, telephone and other communication systems, copiers, sprinklers and elevators. The approach for minimizing risk of noncompliance within each of these elements includes six phases; Inventory, Risk Assessment, Correction, Validation, Implementation and Monitoring. In the Inventory phase the Company identifies the items within each of the three previously defined elements. The Company has completed a thorough inventory of computer hardware and software, manufacturing equipment and facility systems and equipment at all plant locations. The Risk Assessment phase includes identifying which of the items in the inventory are noncompliant and estimating the effects of noncompliant system, program and equipment failure. The Company has completed a comprehensive risk assessment for all plant locations, which identifies noncompliant and potentially noncompliant computer hardware and software, manufacturing equipment and facility systems and equipment. All noncompliant items have been categorized as either business critical or non-business critical. Business critical systems and equipment are being addressed first and non-business critical systems and equipment will be addressed as resources are available. UFPT Q1 1999 10-Q page 8
In the Correction phase, the Company repairs or replaces those items that are noncompliant. The Company is in the process of implementing new financial and manufacturing software ("New Software") throughout all of its plants that is Year 2000 compliant and should result in substantial compliance within the computer hardware and software element. At this time, the Company expects the correction of business critical computer hardware and software to be completed by September 30, 1999. The correction of business critical manufacturing equipment and facility systems and equipment is expected to be completed by July 31, 1999. In the Validation phase, the Company confirms that corrections have resulted in bringing specific systems, programs or equipment into Year 2000 compliance. The validation of specific components will occur as each component is corrected. In the Implementation phase, the Company integrates validated systems, programs and equipment into the business environment. The implementation of specific components will be conducted as each component is validated. The Company expects that validation and implementation of business critical manufacturing equipment and facility systems will be completed by August 31, 1999 and that validation and implementation of business critical computer hardware and software will be completed by October 29, 1999. In the Monitoring phase, the Company closely observes the performance of corrected, validated and implemented systems, programs and equipment. The monitoring phase begins at implementation and will continue beyond the New Year and as long as is necessary to satisfy the Company that corrections have effectively dealt with Year 2000 concerns. Independent of its own internal elements, the Company is dependent upon the customers who order its products and upon numerous third parties who supply various items including materials, supplies, services, utilities and other items the Company uses in the ordinary course of business. Included within these third parties is a group of several key foam raw material suppliers that collectively supply a significant portion of the Company's foam used in production. The Company is in the process of surveying the compliance status of its key customers and third party suppliers. However, the Company may not ever be able to estimate the nature or extent of any potential adverse impact resulting from the failure of third parties, such as its suppliers, service providers and customers. As a result, although the Company does not currently anticipate that it will experience any significant shipment delays from its major suppliers or any major sales delays from its major customers due to Year 2000 issues, the Company cannot provide any assurance that these third parties will not experience Year 2000 problems or that any may have a material adverse effect on the Company's business, results of operations and financial condition. The Company included the cost of the New Software in its financial plan for 1999. The software and hardware costs have been and will continue to be capitalized and depreciated in compliance with the Company's capitalization policy. Although the decision to implement the New Software potentially resolves the Year 2000 problem for the majority of the Company's computer applications, it was made for operating reasons and is considered normal capital expenditures. As a result, the Company does not expect to incur material costs above and beyond the cost of implementing the New Software. The Company expects to be substantially compliant by Year 2000, but can give no assurance as to its readiness or the readiness of its key material and service providers. As a result, the Company expects to complete a Contingency Plan (the "Plan") by May 31, 1999, that will address the operating issues in the event that any of its material or service providers fail to perform as a result of the Year UFPT Q1 1999 10-Q page 9
2000 problem. In addition, the Plan will address operating considerations in the event that any of the Company's internal elements fail to perform as expected. The Company can give no assurance that the Plan will be effective. To the extent that the Company does not identify or properly address any material noncompliant systems or equipment operated by the Company or by third parties, such as the Company's suppliers, service providers and customers, the most reasonably likely worst case Year 2000 scenario is a systemic failure beyond the control of the Company, such as a prolonged telecommunications or electrical failure, or general disruption in the United States or global activities that could result in a significant economic downturn. The Company believes that the primary business risks, in the event of such failure or other disruption, would include but not be limited to, loss of customers or orders, increased operating costs, inability to obtain inventory on a timely basis, disruptions in product shipments, or other business interruptions or a material nature, as well as claims of mismanagement, misrepresentation, or breach of contract, any of which could have a material adverse effect on the Company's business, results of operations and financial condition. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 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 March 31, 1999, the Company's cash and cash equivalents consisted of bank accounts in U.S. dollars, and their valuation would not be affected by market risk. The Company has two debt instruments where interest is based upon the prime rate and, therefore, future operations could be affected by interest rate changes; however, the Company believes that the market risk of the debt is minimal. * * * UFPT Q1 1999 10-Q page 10
PART II - OTHER INFORMATION UFP TECHNOLOGIES, INC. Item 1 Legal Proceedings No material litigation Item 2 Changes in Securities None Item 3 Defaults Upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders None Item 5 Other Information None Item 6 Exhibits and Reports on Form 8-K (a) Exhibits furnished: (27) Financial Data Schedule (b) Reports on Form 8-K: The Company did not file a report on Form 8-K during the reporting period. UFPT Q1 1999 10-Q page 11
UFP TECHNOLOGIES, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UFP TECHNOLOGIES, INC. (Registrant) May 14, 1999 /s/ R. Jeffrey Bailly - ------------ -------------------------- Date R. Jeffrey Bailly President, Chief Executive Officer and Director May 14, 1999 /s/ Ronald J. Lataille - ------------ -------------------------- Date Ronald J. Lataille Vice President, Treasurer and Chief Financial Officer UFPT Q1 1999 10-Q page 12