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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):  November 5, 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 November 5, 2024, UFP Technologies, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 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 November 5, 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: November 12, 2024By: /s/ Ronald J. Lataille        
  Ronald J. Lataille
  Chief Financial Officer and Senior Vice President
  

 

EXHIBIT 99.1

UFP Technologies Announces Record Q3 2024 Results

NEWBURYPORT, Mass., Nov. 05, 2024 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), an innovative designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging and other highly engineered custom products, today reported that net income increased 40% to $16.4 million in the third quarter of 2024 from $11.7 million in the third quarter of 2023. Sales for the third quarter increased 44% to $145.2 million compared to 2023 third quarter sales of $100.8 million. Net income increased 28% to $42.6 million for the nine-month period ended September 30, 2024 from $33.3 million in the same period of 2023. Sales for the nine-month period ended September 30, 2024 increased 21% to $360.4 million compared to sales of $298.6 million in the same period in 2023. Throughout this news release, reference is made to Non-GAAP measures including adjusted operating income, adjusted SG&A, adjusted net income, and adjusted EBITDA. Please see “Non-GAAP Financial Information” at the end of this news release.

“I am extremely pleased with our Q3 results and the performance of our recent acquisitions,” said R. Jeffrey Bailly, Chairman & CEO. “Overall sales grew 44% to $145.2 million. Organic sales grew 9.7%, fueled by continued strength in the robotic surgery and infection prevention markets. Collectively, our four recent acquisitions are operating at volumes well above original expectations. In Q3 they were accretive to EPS by approximately $0.17 after absorbing approximately $3.1 million in increased interest expenses. Gross margins increased to 28.6% despite over $1 million in purchase accounting-related costs associated with our acquisitions. GAAP operating income and net income grew 65% and 40% respectively while adjusted operating income, net income, and EBITDA grew by 69%, 46%, and 61%, respectively.”

“Our strategy of acquiring businesses that increase the value we bring to our market leading client base is proceeding well. With each of our recent acquisitions, we have added capabilities and technologies that support the growth and innovation initiatives of key customers,” Bailly said. “All of these integrations are proceeding well, and we continue to identify new growth opportunities and synergies related to shared best practices. In addition, we continue to expand our Dominican Republic operations to accommodate the growth of our existing business as well as new programs we have won with our low-cost country manufacturing capabilities.”

“Looking forward, we remain bullish about our future,” Bailly said. “We will continue to execute on our growth initiatives, further integrate our recent acquisitions, and strengthen our platform with additional talent and new capabilities that increase our value to customers and position us for future success.”

Financial Highlights for Q3 and YTD 2024

  • Sales for the third quarter increased 44.0% to $145.2 million, from $100.8 million in the same period of 2023.  Year-to-date sales through September increased 20.7% to $360.4 million, from $298.6 million in the same period of 2023. Organic sales growth for the three- and nine-month periods ended September 30, 2024, was 9.7% and 9.1%, respectively.
  • Third quarter sales to the medical market increased 52.2% to $132.6 million. Sales to all other markets decreased 8.2% to $12.5 million, largely due to a 21.0% decline in sales to the automotive market. Year-to-date sales to the medical market increased 23.7% to $318.1 million. Sales to all other markets increased 1.9% to $42.3 million, largely due to a 27.9% increase in sales to the aerospace and defense market.
  • Gross profit as a percentage of sales (“gross margin”) increased to 28.6% for the third quarter, from 27.5% in the same quarter of 2023. Gross margin for the nine-month period ended September 30, 2024, increased to 29.0% from 28.8% in the same period of 2023. Both the three- and nine-month periods of 2024 include approximately $1.1 million in purchase accounting one-time costs associated with the acquisitions.
  • Selling, general and administrative (“SG&A”) expenses increased 26.6% to $15.8 million and 15.4% to $43.6 million for the three- and nine-months periods ended September 30, 2024.    Adjusted SG&A for the third quarter of 2024 increased to $13.8 million, from $11.4 million in the same quarter of 2023. For the nine-month period ended September 30, 2024, Adjusted SG&A increased to $39.4 million from $34.5 million in the same period of 2023.  As a percentage of sales, adjusted SG&A decreased to 9.5% from 11.3% and to 10.9% from 11.5% for the three- and nine-month periods ended September 30, 2024, respectively.
  • Operating income increased 64.6% to $24.8 million, and 30.5% to $58.6 million for the three- and nine-month periods ended September 30, 2024, respectively. Adjusted operating income for the third quarter of 2024 increased 69.3% to $27.7 million from $16.4 million in the same period of 2023. Adjusted operating income for the nine months ended September 30, 2024 increased 26.4% to $65.2 million from $51.6 million in the same period of 2023. .
  • Net income increased 39.9% to $16.4 million, and 27.9% to $42.6 million for the three- and nine-month periods ended September 30, 2024, respectively. Adjusted net income increased 46.5% to $18.6 million in the third quarter of 2024 from $12.7 million in the third quarter of 2023. Adjusted net income increased 24.0% to $47.6 million for the nine months ended September 30, 2024 from $38.4 million in the same period of 2023.
  • Adjusted EBITDA increased 61.4% to $31.2 million in the third quarter of 2024 from $19.3 million in the same period of 2023. Adjusted EBITDA increased 26.0% to $75.9 million for the nine-month period ended September 30, 2024 from $60.2 million in the same period of 2023. 

About UFP Technologies, Inc.
UFP Technologies is an innovative 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 Nine Months Ended
 September 30, September 30,
  2024  2023   2024  2023
Net sales$145,165 $100,784  $360,351 $298,575
Cost of sales 103,642  73,034   255,714  212,479
 Gross profit 41,523  27,750   104,637  86,096
SG&A 15,789  12,467   43,601  37,771
Change in fair value of contingent consideration 238  238   714  3,289
Loss on sale of fixed assets -  -   7  108
Acquisition costs 732  -   1,676  -
 Operating income 24,764  15,045   58,639  44,928
Interest expense, net 3,475  933   4,683  2,890
Other expense (income) 70  (29)  30  28
 Income before income taxes 21,219  14,141   53,926  42,010
Income taxes 4,858  2,447   11,320  8,694
 Net income$16,361 $11,694  $42,606 $33,316
Net Income per share$2.13 $1.53  $5.56 $4.37
Net income per diluted share$2.11 $1.52  $5.49 $4.33
Weighted average common shares outstanding 7,674  7,639   7,666  7,619
Weighted average diluted common shares outstanding 7,772  7,709   7,763  7,697
        


Consolidated Condensed Balance Sheets
(in thousands)
(Unaudited)
     
 September 30, December 31, 
  2024  2023 
Assets:    
Cash and cash equivalents$16,356 $5,263 
Receivables, net 89,151  64,449 
Inventories 88,690  70,191 
Other current assets 6,758  4,730 
Net property, plant, and equipment 70,311  62,137 
Goodwill 204,732  113,263 
Intangible assets, net 134,770  64,116 
Other assets 27,740  19,987 
Total assets$638,508 $404,136 
Liabilities and equity:    
Accounts payable$26,268 $22,286 
Current installments, net of long-term debt 12,500  4,000 
Other current liabilities 39,579  31,923 
Long-term debt, excluding current installments 199,500  28,000 
Other liabilities 31,515  31,836 
Total liabilities 309,362  118,045 
Total stockholders' equity 329,146  286,091 
Total liabilities and stockholders' equity$638,508 $404,136 
     

Forward Looking Statements
Certain statements in this press release may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. In some cases, the reader can identify forward-looking statements by words such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," or similar words. Forward-looking statements relate to expected financial or operating performance and/or future business prospects, events, and plans.  Such statements include, but are not limited to: statements regarding our capital expenditure plans and hiring plans and the anticipated benefits to be realized as a result thereof; statements regarding production expectations and improving our operating efficiencies, customer order activity and capacity; statements regarding human capital; expectations regarding our liquidity and business opportunities; statements about our growth potential and strategies for growth; and any statements implying that we may be able to sustain or increase sales, earnings and earnings per share or sales, earnings and earnings per share growth rates.  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, or otherwise.  These risks include, without limitation: risks relating to our ability to realize expected advantages of capital expenditures; risks relating to our ability to maintain increased levels of production, or to continue to increase production rates; risks relating to disruptions and delays in our supply chain; risks relating to onboarding, training and retaining new talent; risks relating to maintaining demand for our products; risks relating to the identification of suitable acquisition candidates and the successful, efficient execution of acquisition transactions and integration of any acquisition candidates; risks relating to our customer concentration; risks and uncertainties associated with increasing sales, earnings and earnings per share, as well as other risks and uncertainties that are detailed in the documents we file with the Securities and Exchange Commission (“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, except as otherwise required by law.

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, and Adjusted SG&A 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 Nine Months Ended
 September 30, September 30,
  2024  2023  2024  2023
Operating Income (GAAP)$24,764 $15,045 $58,639 $44,928
Adjustments:       
Acquisition costs 732  -  1,676  -
Change in fair value of contingent consideration 238  238  714  3,289
Amortization of intangible assets 2,005  1,099  4,203  3,304
Loss on disposal of fixed assets -  -  7  108
Adjusted Operating Income (Non-GAAP)$27,739 $16,382 $65,239 $51,629
        


Table 2: Adjusted Selling General and Administrative Expenses (SG&A)
(in thousands)
    
 Three Months Ended Nine Months Ended
 September 30, September 30,
  2024   2023   2024   2023 
SG&A (GAAP)$15,789  $12,467  $43,601  $37,771 
Adjustments:       
Amortization of intangible assets (2,005)  (1,099)  (4,203)  (3,304)
Adjusted SG&A (Non-GAAP)$13,784  $11,368  $39,398  $34,467 
        


Table 3: Adjusted Net Income and Diluted Common Share Outstanding Reconciliation
(in thousands, except per share data)
    
 Three Months Ended Nine Months Ended
 September 30, September 30,
  2024   2023   2024   2023 
Net income (GAAP)$16,361  $11,694  $42,606  $33,316 
Adjustments (net of taxes):       
Acquisition costs 732   -   1,676   - 
Change in fair value of contingent consideration 238   238   714   3,289 
Loss on disposal of fixed assets -   -   7   108 
Amortization of intangile assets 2,005   1,099   4,203   3,304 
Taxes on adjustments (736)  (331)  (1,634)  (1,659)
Adjusted net income (Non-GAAP)$18,600  $12,700  $47,572  $38,358 
        
Adjusted net income per diluted share outstanding (Non-GAAP)$2.39  $1.65  $6.13  $4.98 
Weighted average diluted common shares outstanding 7,772   7,709   7,764   7,697 
        


Table 4: EBITDA and Adjusted EBITDA Reconciliation
(in thousands)
    
 Three Months Ended Nine Months Ended
 September 30, September 30,
  2024  2023  2024  2023
Net income (GAAP)$16,361 $11,694 $42,606 $33,316
Income tax expense 4,858  2,447  11,320  8,694
Interest expense, net 3,475  933  4,683  2,890
Depreciation 2,022  1,741  5,855  5,142
Amortization of intangible assets 2,005  1,099  4,203  3,304
EBITDA (Non-GAAP)$28,721 $17,914 $68,667 $53,346
Adjustments:       
   Share based compensation 1,540  1,197  4,787  3,450
Acquisition costs 732  -  1,676  -
Change in fair value of contingent consideration 238  238  714  3,289
Loss on disposal of fixed assets -  -  7  108
Adjusted EBITDA (Non-GAAP)$31,231 $19,349 $75,851 $60,193
        
        

Q3 2024 EARNINGS RELEASE

Contact: Ron Lataille
978-234-0926

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