Form 8-K
0000914156 False 0000914156 2024-05-01 2024-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  May 1, 2024

_______________________________

UFP Technologies, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-1264804-2314970
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

100 Hale Street

Newburyport, Massachusetts - USA 01950-3504

(Address of Principal Executive Offices) (Zip Code)

(978) 352-2200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockUFPTThe NASDAQ Stock Market L.L.C.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On May 1, 2024, UFP Technologies, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
   
99.1 Press Release dated May 1, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 UFP Technologies, Inc.
   
  
Date: May 1, 2024By: /s/ Ronald J. Lataille        
  Ronald J. Lataille
  Chief Financial Officer and Senior Vice President
  

 

EXHIBIT 99.1

UFP Technologies Announces Record Q1 Results

NEWBURYPORT, Mass., May 01, 2024 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), a designer and custom manufacturer of comprehensive solutions primarily for the medical market, today reported net income of $12.7 million or $1.64 per diluted common share outstanding for its first quarter ended March 31, 2024, compared to net income of $9.7 million or $1.27 per diluted common share outstanding for the first quarter of 2023. Net Sales for the first quarter were $105.0 million compared to 2023 first quarter sales of $97.8 million.

“I am very pleased with our financial results and continued progress on a number of key strategic fronts,” said R. Jeffrey Bailly, Chairman & CEO. “In Q1 we generated 7.4% organic sales growth in both our MedTech and Advanced Components businesses. Operating income and net income grew 24% and 30%, respectively. Our growth in the MedTech space was primarily attributable to an increase in robotic surgery and infection prevention revenue. This more than offset continued softness in other segments such as orthopedics and patient surfaces, where multiple important customers are still taking below-normal levels of product as they work through excess inventory.”

“We strengthened our platform and positioned ourselves for future growth with the addition of new talent and the completion of large long-term customer and vendor agreements,” Bailly said. “Our expansion in the Dominican Republic is largely complete, with most of the start-up inefficiencies related to equipment validation and operator training behind us. This allowed us to revert to a more efficient 2-shift operation, helping to enhance gross margins, which have improved sequentially from our second half of 2023. In addition, our Mexico operation, where sales grew 47% over the prior year, is now a solid contributor to profitability.”

“We also have an exciting pipeline of active acquisition opportunities, with multiple projects already in the due diligence phase,” Bailly said. “Given this, combined with our continued growth, progress on strategic initiatives, and strong balance sheet with only around $34 million in debt, I remain very bullish about our future.”

Financial Highlights:

About UFP Technologies, Inc.

UFP Technologies is a designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products. UFP is an important link in the medical device supply chain and a valued outsource partner to many of the top medical device manufacturers in the world. The Company’s single-use and single-patient devices and components are used in a wide range of medical devices and packaging for minimally invasive surgery, infection prevention, wound care, wearables, orthopedic soft goods, and orthopedic implants.


 
Consolidated Condensed Statements of Income
(in thousands, except per share data)
(unaudited)
 
 Three Months Ended
 March, 31
  2024   2023 
Net sales$105,009  $97,753 
Cost of sales 74,926   69,052 
Gross profit 30,083   28,701 
Selling, general and administrative expenses 13,912   13,006 
Change in fair value of contingent consideration 238   2,853 
Loss on disposal of fixed assets 9   1 
Operating income 15,924 - 12,841 
Interest expense, net 631   869 
Other (income) expense (42)  77 
Income before income tax expense 15,335   11,895 
Income tax expense 2,642   2,156 
Net income$12,693  $9,739 
    
Net income per share$1.66  $1.28 
Net income per diluted share$1.64  $1.27 
    
Weighted average shares outstanding 7,651   7,592 
Weighted average diluted shares outstanding 7,737   7,681 
    


Consolidated Condensed Balance Sheets
(in thousands)
(unaudited)
 
 March 31, December 31,
  2024   2023 
Assets:   
Cash and cash equivalents$11,372  $5,263 
Receivables, net 61,250   64,449 
Inventories 73,900   70,191 
Other current assets 4,017   4,730 
Property, plant, and equipment, Net 61,931   62,137 
Goodwill 113,104   113,263 
Intangible assets, net 62,914   64,116 
Other assets 19,191   19,987 
Total assets$407,679  $404,136 
Liabilities and equity:   
Accounts payable$23,654  $22,286 
Current portion of long-term debt 4,000   4,000 
Other current liabilities 24,782   31,923 
Long-term debt, excluding current installments 30,000   28,000 
Other liabilities 30,227   31,836 
Total liabilities 112,663   118,045 
Total equity 295,016   286,091 
Total liabilities and stockholders' equity$407,679  $404,136 
    

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. Such statements include, but are not limited to, statements about the Company’s future financial or operating performance; the continuing operation of the Company’s locations, the maintenance of its facilities and the sufficiency of the Company’s supply chain, inventory, liquidity and capital resources, including increased costs in connection with such efforts; statements about the Company’s acquisition strategies and opportunities and the Company’s growth potential and strategies for growth; statements about the integration and performance of recent acquisitions; statements about the Company’s ability to realize the benefits expected from our pipeline of acquisition opportunities and recently completed acquisitions, including any related synergies; expectations regarding customer demand and the impact of long-term customer and vendor agreements; and any indication that the Company may be able to sustain or increase its sales, earnings or earnings per share, or its sales, earnings or earnings per share growth rates. Such forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company's general ability to execute its business plans; industry conditions, including fluctuations in supply, demand and prices for the Company's products and services due to inflation, the war in Ukraine, or otherwise; risks relating to the Company’s ability to achieve anticipated benefits of acquisitions and other risks; risks relating to delayed payments by our customers and the potential for reduced or canceled orders; risks related to customer concentration; risks relating to our performance and the performance of our counterparties under the agreements we have entered into; risks that our customers will not purchase the expected volume of goods under the agreements we have entered into; risks that we will not achieve expected rebates under our vendor supply agreements that we have entered into; and uncertainties set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Company's filings with the Securities and Exchange Commission ("SEC"), which are available on the SEC's website at www.sec.gov. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions, or circumstances on which any such statement is based. Forward-looking statements are also subject to the risks and other issues described above under “Use of Non-GAAP Financial Information,” which could cause actual results to differ materially from current expectations included in the Company’s forward-looking statements included in this press release.

Non-GAAP Financial Information

This news release includes non-generally accepted accounting principles (“GAAP”) performance measures. Management considers Adjusted Operating Income, Adjusted Net Income, EBITDA and Adjusted EBITDA, non-GAAP measures. The Company uses these non-GAAP financial measures to facilitate management's financial and operational decision-making, including evaluation of the Company’s historical operating results. The Company’s management believes these non-GAAP measures are useful in evaluating the Company’s operating performance and are similar measures reported by publicly listed U.S. competitors, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting the Company’s business. By providing these non-GAAP measures, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s performance for the periods presented. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The Company's definition of these non-GAAP measures may differ from similarly titled measures of performance used by other companies in other industries or within the same industry.

Table 1: Adjusted Operating Income Reconciliation
(in thousands)
 
 Three Months Ended
 March 31,
  2024  2023
Operating income (GAAP)$15,924 $12,841
Adjustments:   
Change in fair value of contingent consideration 238  2,853
Loss on disposal of fixed assets 9  1
Adjusted operating income (Non-GAAP)$16,171 $15,695
    


Table 2: Adjusted Net Income and Diluted Common Share Outstanding Reconciliation
(in thousands, except per share data)
 
 Three Months Ended
 March 31
  2024  2023
Net income (GAAP)$12,693 $9,739
Adjustments (net of taxes):   
Change in fair value of contingent consideration 177  2,120
Loss on disposal of fixed assets 7  1
Adjusted net income (Non-GAAP)$12,877 $11,860
    
Adjusted Net Income per diluted share outstanding (Non-GAAP)$1.66 $1.54
Weighted average diluted common shares outstanding 7,737  7,681
    


Table 3: EBITDA Reconciliation
(in thousands)
 
 Three Months Ended
 March 31,
 2024 2023
Net income (GAAP)$        12,693 $           9,739
Income tax expense             2,642              2,156
Interest expense, net                631                 869
Depreciation             1,899              1,671
Amortization of intangible assets             1,099              1,106
EBITDA (Non-GAAP)$        18,964 $        15,541
Adjustments:   
Share based compensation             1,513              1,056
Change in fair value of contingent consideration                238              2,853
Loss on disposal of fixed assets                     9                      1
Adjusted EBITDA (Non-GAAP)$        20,724 $        19,451