8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported):  October 12, 2021

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UFP Technologies, Inc.

(Exact name of registrant as specified in its charter)

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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)

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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:

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

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 8.01. Other Events.

Pursuant to the terms of a Stock Purchase Agreement, dated as of October 12, 2021 (the “Purchase Agreement”), by and among Christopher M. Byrnes, Francis E. Barrett and the Byrnes Family Income-Only Irrevocable Trust, under Trust dated December 31, 2018 (collectively, along with the named beneficiaries of the trust, the “Sellers”), UFP Technologies, Inc. (“UFP” or the “Company”) and Contech Medical, Inc., a Rhode Island corporation (“Contech”), UFP completed its acquisition all of the issued and outstanding shares of Contech.  Contech is a global leader in the design, development and manufacture of Class III medical device packaging primarily for catheters and guide wires.  Founded in 1987, Contech is headquartered in Providence, Rhode Island with partner manufacturing in Costa Rica.

The Contech shares were acquired for an aggregate purchase price of $9.5 million in cash plus up to an additional $5 million based upon the achievement of certain EBITDA targets of Contech for the 12-month period ended June 30, 2022.  The aggregate estimated maximum purchase price is approximately 7 times the Contech target net income before interest, taxes, depreciation and amortization (adjusted EBITDA) for the 12-month period ended June 30, 2022. The Company defines Contech EBITDA, which is a non-GAAP financial measure, as adjusted net income plus net interest expense, income taxes, and depreciation and amortization expense.   A portion of the purchase price is being held in escrow to indemnify the Company against certain claims, losses and liabilities.

The Purchase Agreement contains customary representations, warranties and covenants customary for transactions of this type.

On October 13, 2021 UFP issued a press release relating to the completion of the Company’s acquisition of Contech.  The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

By filing the information in this Item 8.01 of this Current Report on Form 8-K, UFP makes no admission as to the materiality of the acquisition of Contech or any information in this report. UFP undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Limitation on Incorporation by Reference. The information furnished in this Item 8.01, 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.

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.

EdgarFiling EXHIBIT 99.1

UFP Technologies, Inc. Acquires Contech Medical, Inc.

NEWBURYPORT, Mass., Oct. 13, 2021 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), an innovative designer and custom manufacturer of components, subassemblies, products, and packaging primarily for the medical market, today announced the acquisition of Contech Medical, Inc. Founded in 1987 and headquartered in Providence, Rhode Island, with partner manufacturing in Costa Rica, Contech Medical is a global leader in the design, development, and manufacture of class III medical device packaging primarily for catheters and guidewires. Annual sales are approximately $18 million.

“We are very pleased to add a new and differentiated medical technology to our growing portfolio,” said R. Jeffrey Bailly, chairman, CEO, and president of UFP Technologies. “Contech is an excellent strategic and cultural fit that will continue to make us more valuable to our growing medical customer base. Today, around 70% of Contech’s customers are our customers too. Because we provide complementary – not competing – products and services, we will be able to address customer needs in a more comprehensive way.”

“In addition to its strong medical customer relationships and profitable book of business, Contech brings a seasoned management team with deep industry expertise,” Bailly said. “We are committed to continue expanding our medical business due to its excellent growth potential and high barriers to entry. We expect this acquisition to enhance our manufacturing capabilities and be instantly accretive to earnings.”

Chris Byrnes, Contech’s president, is equally enthusiastic. “UFP is the ideal partner to accelerate our growth strategy,” said Byrnes. “Prior to the transaction, we had been collaborating closely on some exciting new programs. I quickly recognized that we were a great cultural match with very similar approaches to innovation and creating sustained value for our customers. I am confident that we will be even more valuable to our customers as part of UFP’s MedTech platform, offering complementary technologies along with our proven solutions.”

About UFP Technologies, Inc.

UFP Technologies is an innovative designer and custom manufacturer of components, subassemblies, products, and packaging primarily for the medical market. Utilizing highly specialized foams, films, and plastics, we convert raw materials through laminating, molding, radio frequency welding, and fabricating techniques. We are diversified by also providing highly engineered solutions to customers in the aerospace & defense, automotive, consumer, electronics, and industrial markets.

Forward Looking Statements

This press release contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Such statements include, but are not limited to: the anticipated effects on us of acquiring Contech Medical, Inc.; anticipated trends in the different markets in which we compete and expectations regarding customer demand; expectations regarding our business opportunities; and statements about our growth potential and strategies for growth. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could adversely affect our business and prospects, and otherwise cause actual results to differ materially from those anticipated by such forward-looking statements, as well as other risks and uncertainties that are detailed in the documents we file with the SEC. Accordingly, actual results may differ materially. Readers are referred to the documents we file with the SEC, specifically the last report on Form 10-K. The forward-looking statements contained herein speak only of our expectations as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statement is based.

Contact: Ron Lataille 978-234-0926, rlataille@ufpt.com