ufpt20250331

ufpt20250331_10q.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2025

☐ 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 incorporation or organization)	(I.R.S. Employer Identification No.)

100 Hale Street, Newburyport, MA 01950, 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)

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 (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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

7,706,825 shares of registrant’s Common Stock, $0.01 par value, were outstanding as of May 7, 2025.

UFP Technologies, Inc.

Index

	Page

PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024 (unaudited)	3
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025, and March 31, 2024 (unaudited)	4
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025, and March 31, 2024 (unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025, and March 31, 2024 (unaudited)	6
Notes to Interim Condensed Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	30
PART II - OTHER INFORMATION	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	31
Signatures	31

PART I:

FINANCIAL INFORMATION

ITEM 1:

FINANCIAL STATEMENTS

UFP Technologies, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	March 31, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	14,028		$	13,450
Receivables, net		93,779			84,677
Inventories		89,839			87,536
Prepaid expenses and other current assets		5,100			4,303
Refundable income taxes		3,140			4,979
Total current assets		205,886			194,945
Property, plant and equipment, net		71,506			70,564
Goodwill		190,558			189,657
Intangible assets, net		142,668			144,252
Non-qualified deferred compensation plan		6,395			6,174
Right of use assets		15,259			16,148
Deferred income taxes		72			-
Equity method investment		6,849			6,808
Other assets		3,449			447
Total assets	$	642,642		$	628,995

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	29,702		$	24,269
Accrued expenses		28,563			30,410
Deferred revenue		4,794			4,667
Lease liabilities		4,125			4,226
Income taxes payable		190			223
Current portion of long-term debt		12,500			12,500
Total current liabilities		79,874			76,295
Long-term debt, excluding current installments		170,250			176,875
Deferred income taxes		4,917			3,296
Non-qualified deferred compensation plan		6,441			6,193
Lease liabilities		11,668			12,432
Other liabilities		8,818			11,144
Total liabilities		281,968			286,235
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized; no shares issued		-			-
Common stock, $.01 par value, 20,000,000 shares authorized; 7,736,384 and 7,706,825 shares issued and outstanding, respectively, at March 31, 2025; 7,706,344 and 7,676,785 shares issued and outstanding, respectively, at December 31, 2024		77			77
Additional paid-in capital		39,339			40,934
Retained earnings		323,685			306,501
Accumulated other comprehensive loss		(1,840	)		(4,165	)
Treasury stock at cost, 29,559 shares at March 31, 2025 and 29,559 shares at December 31, 2024		(587	)		(587	)
Total stockholders’ equity		360,674			342,760
Total liabilities and stockholders' equity	$	642,642		$	628,995

The accompanying notes are an integral part of these condensed consolidated financial statements.

UFP Technologies, Inc.

Condensed Consolidated Statements of Comprehensive Income

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,
	2025		2024
Net sales	$	148,148	$	105,009
Cost of sales		105,997		74,926
Gross profit		42,151		30,083
Selling, general & administrative expenses		18,725		13,912
Acquisition costs		37		-
Change in fair value of contingent consideration		263		238
Loss on disposal of property, plant & equipment		-		9
Operating income		23,126		15,924
Interest expense, net		2,809		631
Other expense (income)		36		(42	)
Income before income tax expense		20,281		15,335
Income tax expense		3,097		2,642
Net income	$	17,184	$	12,693

Net income per share:
Basic	$	2.24	$	1.66
Diluted	$	2.21	$	1.64
Weighted average common shares outstanding:
Basic		7,688		7,651
Diluted		7,776		7,737


Comprehensive Income
Net Income	$	17,184	$	12,693
Other comprehensive income (loss) :
Foreign currency translation gain (loss)		2,325		(584	)
Other comprehensive gain (loss)		2,325		(584	)
Comprehensive income	$	19,509	$	12,109

The accompanying notes are an integral part of these condensed consolidated financial statements.

UFP TECHNOLOGIES, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)

Three Months Ended March 31, 2025
											Accumulated
						Additional					other								Total
	Common Stock					Paid-in			Retained		comprehensive			Treasury Stock					Stockholders'
	Shares			Amount		Capital			Earnings		income (loss)			Shares		Amount			Equity
Balance at December 31, 2024		7,677		$	77	$	40,934		$	306,501	$	(4,165	)		30	$	(587	)	$	342,760
Share-based compensation		42			-		2,212			-		-			-		-			2,212
Exercise of stock options net of shares presented for exercise		6			-		107			-		-			-		-			107
Net share settlement of RSU's		(18	)		-		(3,914	)		-		-			-		-			(3,914	)
Other comprehensive income		-			-		-			-		2,325			-		-			2,325
Net income		-			-		-			17,184		-			-		-			17,184
Balance at March 31, 2025		7,707		$	77	$	39,339		$	323,685	$	(1,840	)		30	$	(587	)	$	360,674

Three Months Ended March 31, 2024
											Accumulated
						Additional					other								Total
	Common Stock					Paid-in			Retained		comprehensive			Treasury Stock					Stockholders'
	Shares			Amount		Capital			Earnings		income			Shares		Amount			Equity
Balance at December 31, 2023		7,640		$	76	$	38,814		$	247,520	$	268			30	$	(587	)	$	286,091
Share-based compensation		48			1		1,512			-		-			-		-			1,513
Exercise of stock options net of shares presented for exercise		4			-		54			-		-			-		-			54
Net share settlement of RSU's		(22	)		-		(4,751	)		-		-			-		-			(4,751	)
Other comprehensive income		-			-		-			-		(584	)		-		-			(584	)
Net income		-			-		-			12,693		-			-		-			12,693
Balance at March 31, 2024		7,670		$	77	$	35,629		$	260,213	$	(316	)		30	$	(587	)	$	295,016

The accompanying notes are an integral part of these consolidated financial statements.

UFP Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	17,184		$	12,693
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,634			2,999
Loss on disposal of property, plant & equipment		-			9
Share-based compensation		2,212			1,513
Change in fair value of contingent consideration		263			238
Equity method investment net earnings		(41	)		-
Deferred income taxes		1,443			591
Changes in operating assets and liabilities:
Receivables, net		(8,904	)		3,120
Inventories		(2,204	)		(3,751	)
Prepaid expenses and other current assets		(790	)		(752	)
Other assets		(2,334	)		261
Accounts payable		5,284			1,428
Accrued expenses		(1,922	)		(5,597	)
Deferred revenue		124			(2,089	)
Income taxes payable		1,801			1,401
Non-qualified deferred compensation plan and other liabilities		(2,940	)		(1,410	)
Net cash provided by operating activities		13,810			10,654
Cash flows from investing activities:
Additions to property, plant, and equipment		(2,817	)		(1,732	)
Net cash used in investing activities		(2,817	)		(1,732	)
Cash flows from financing activities:
Proceeds from advances on revolving line of credit		9,000			7,000
Payments on revolving line of credit		(12,500	)		(3,000	)
Principal payments of long-term debt		(3,125	)		(2,000	)
Payment of contingent consideration		(250	)		-
Principal payments on finance lease obligations		(16	)		(20	)
Proceeds from the exercise of stock options		107			54
Payment of statutory withholdings for restricted stock units vested		(3,914	)		(4,751	)
Net cash used in financing activities		(10,698	)		(2,717	)
Effect of foreign currency exchange rates on cash and cash equivalents		283			(96	)
Net increase in cash and cash equivalents		578			6,109
Cash and cash equivalents at beginning of period		13,450			5,263
Cash and cash equivalents at end of period	$	14,028		$	11,372

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Interim Condensed Consolidated Financial Statements

(1)

Basis of Presentation

The interim condensed consolidated financial statements of UFP Technologies, Inc. (the “Company”) presented herein, 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 accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2024, included in the Company's 2024 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

The condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, the condensed consolidated statements of comprehensive income for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2025 and 2024, and the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation of results for these interim periods. The condensed consolidated balance sheet as of December 31, 2024 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The results of operations for the three-month period ended March 31, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2025.

Recent Accounting Pronouncements

There are no newly issued accounting pronouncements that the Company expects to have a material effect on the financial statements.

(2)

Acquisitions

Marble Medical

On June 24, 2024, the Company purchased 100% of the outstanding shares of common stock of Marble Medical, Inc., (“Marble”) pursuant to a stock purchase agreement and related agreements, for an aggregate purchase price of $4.5 million in cash, plus up to an additional $

SEC Form 10-Q filed by UFP Technologies Inc.