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): August 1, 2023
_______________________________
UFP TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware | 001-12648 | 04-2314970 |
(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 class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | UFPT | The 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. ☐
On August 1, 2023, UFP Technologies, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2023. 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.
(d) Exhibits
Exhibit Number | Description | |
99.1 | Press Release dated August 1, 2023. | |
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: August 4, 2023 | By: | /s/ Ronald J. Lataille |
Ronald J. Lataille | ||
Chief Financial Officer and Senior Vice President | ||
EXHIBIT 99.1
UFP Technologies Announces Record Q2 Results
NEWBURYPORT, Mass., Aug. 01, 2023 (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 reported net income of $11.9 million or $1.55 per diluted common share outstanding for its second quarter ended June 30, 2023, compared to net income of $8.9 million or $1.17 per diluted common share outstanding for the same quarter in 2022. Sales for the second quarter were $100.0 million compared to sales of $94.3 million in the second quarter of 2022. Net income for the six-month period ended June 30, 2023 was $21.6 million or $2.81 per diluted common share outstanding compared to $13.8 million or $1.81 per diluted common share outstanding for the same period in 2022. Sales for the six-month period ended June 30, 2023 were $197.8 million compared to sales of $165.6 million for the same period in 2022.
“I am very pleased with our second quarter results,” said R. Jeffrey Bailly, Chairman & CEO. “After adjusting prior-year sales for the divestment of our Molded Fiber business in July 2022, organic sales in Q2 grew 13%. MedTech sales grew 16%. Gross margins improved to 29.6% from 25.8% in Q2 of last year. These factors combined to drive a 40% improvement in operating income.”
“Each of our recently acquired businesses – DAS, Contech, and Advant Medical – continues to perform ahead of expectations,” Bailly said. “Together, they have brought both new sales opportunities and cost-saving opportunities for us and our customers. For example, medical packaging that was previously shipped to Mexico from Rhode Island and Galway, Ireland will now be produced in our new Tijuana facility. This will lower customers’ freight bills while also reducing our manufacturing costs. This greenfield facility, which has already transitioned from startup losses to profitability, is proving to be a valuable strategic location for several key customers.”
“As we continue to identify additional strategic acquisition opportunities, we remain committed to our disciplined process of carefully vetting candidates for both cultural and strategic fit. The goal, as always, is to increase our value to customers and maximize the success of each potential transaction,” Bailly said. “We also continue to add talent; our team is highly engaged and now numbers approximately 3,000 associates globally. Going forward, we believe our strong platform, including top technical talent, key customer and vendor partnerships, and a network of strategically located factories, leaves us in a great competitive position to capitalize on a range of growing market opportunities.”
Financial Highlights for Q2 and YTD 2023
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 | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||
Net sales | $ | 100,037 | $ | 94,343 | $ | 197,790 | $ | 165,585 | ||||||
Cost of sales | 70,392 | 70,019 | 139,444 | 124,128 | ||||||||||
Gross profit | 29,645 | 24,324 | 58,346 | 41,457 | ||||||||||
SG&A | 12,299 | 12,078 | 25,306 | 22,088 | ||||||||||
Change in fair value of contingent consideration | 198 | 6,002 | 3,051 | 6,002 | ||||||||||
Loss (gain) on disposal of fixed assets | 106 | (6,197 | ) | 107 | (6,209 | ) | ||||||||
Acquisition costs | - | 242 | - | 1,017 | ||||||||||
Operating income | 17,042 | - | 12,199 | 29,882 | 18,559 | |||||||||
Interest expense, net | 1,089 | 733 | 1,958 | 1,060 | ||||||||||
Other (income) expense | (20 | ) | (157 | ) | 56 | (209 | ) | |||||||
Income before income taxes | 15,973 | 11,623 | 27,868 | 17,708 | ||||||||||
Income taxes | 4,090 | 2,694 | 6,246 | 3,921 | ||||||||||
Net income | $ | 11,883 | $ | 8,929 | $ | 21,622 | $ | 13,787 | ||||||
Net income per share | $ | 1.56 | $ | 1.18 | $ | 2.84 | $ | 1.83 | ||||||
Net income per diluted share | $ | 1.55 | $ | 1.17 | $ | 2.81 | $ | 1.81 | ||||||
Weighted average common shares outstanding | 7,625 | 7,563 | 7,608 | 7,554 | ||||||||||
Weighted average diluted common shares outstanding | 7,690 | 7,608 | 7,689 | 7,618 | ||||||||||
Consolidated Condensed Balance Sheets (in thousands) (Unaudited) | |||||
June 30, | December 31, | ||||
2023 | 2022 | ||||
Assets: | |||||
Cash and cash equivalents | $ | 5,291 | $ | 4,451 | |
Receivables, net | 64,090 | 55,117 | |||
Inventories | 63,049 | 53,536 | |||
Other current assets | 4,641 | 3,242 | |||
Net property, plant, and equipment | 59,839 | 58,072 | |||
Goodwill | 113,168 | 113,028 | |||
Intangible assets, net | 66,253 | 68,361 | |||
Other assets | 21,661 | 22,385 | |||
Total assets | $ | 397,992 | $ | 378,192 | |
Liabilities and equity: | |||||
Accounts payable | 25,125 | 19,961 | |||
Current installments, net of long-term debt | 4,000 | 4,000 | |||
Other current liabilities | 23,712 | 32,000 | |||
Long-term debt, excluding current installments | 53,000 | 51,000 | |||
Other liabilities | 31,870 | 33,686 | |||
Total liabilities | 137,707 | 140,647 | |||
Total stockholders' equity | 260,285 | 237,545 | |||
Total liabilities and stockholders' equity | $ | 397,992 | $ | 378,192 | |
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 effects of cost-cutting measures and any anticipated savings therefrom; statements of the Company’s position in the marketplace; statements about the Company’s geographic footprint and its ability to retain key personnel, key customers and vendor partnerships; 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 recently completed acquisitions, including any related synergies; expectations regarding customer demand; 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 or otherwise; risks relating to the Company’s ability to achieve anticipated benefits of acquisitions and other risks 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, 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.
Contact: Ron Lataille
978-234-0926
Table 1: Adjusted Operating Income Reconciliation (in thousands) | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||
Operating income (GAAP) | $ | 17,042 | $ | 12,199 | $ | 29,882 | $ | 18,559 | |||||
Adjustments: | |||||||||||||
Acquisition Costs | - | 242 | - | 1,017 | |||||||||
Change in fair value of contingent consideration | 198 | 6,002 | 3,051 | 6,002 | |||||||||
Loss (gain) on disposal of fixed assets | 106 | (6,197 | ) | 107 | (6,209 | ) | |||||||
Adjusted operating income (Non-GAAP) | $ | 17,346 | $ | 12,246 | $ | 33,040 | $ | 19,369 | |||||
Table 2: EBITDA Reconciliation (in thousands) | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||
Net income (GAAP) | $ | 11,883 | $ | 8,929 | $ | 21,622 | $ | 13,787 | |||||
Income tax expense | 4,090 | 2,694 | 6,246 | 3,921 | |||||||||
Interest expense, net | 1,089 | 733 | 1,958 | 1,060 | |||||||||
Depreciation | 1,731 | 2,190 | 3,402 | 4,185 | |||||||||
Amortization of intangible assets | 1,099 | 1,118 | 2,205 | 2,148 | |||||||||
EBITDA (Non-GAAP) | $ | 19,892 | $ | 15,664 | $ | 35,433 | $ | 25,101 | |||||
Adjustments: | |||||||||||||
Share based compensation | 1,197 | 781 | 2,253 | 1,473 | |||||||||
Acquisition Costs | - | 242 | - | 1,017 | |||||||||
Change in fair value of contingent consideration | 198 | 6,002 | 3,051 | 6,002 | |||||||||
Loss (gain) on disposal of fixed assets | 106 | (6,197 | ) | 107 | (6,209 | ) | |||||||
Adjusted EBITDA (Non-GAAP) | $ | 21,393 | $ | 16,492 | $ | 40,844 | $ | 27,384 | |||||
UFPT Q2 2023 EARNINGS RELEASE