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, 2019
UFP Technologies, Inc. |
(Exact Name of Registrant as Specified in Charter) |
Delaware |
(State or Other Jurisdiction of Incorporation) |
001-12648 | 04-2314970 | |
(Commission File Number) | (I.R.S. Employer Identification Number) | |
100 Hale Street, Newburyport, MA - 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [ ]
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. |
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2019, UFP Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. 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, 2019 of UFP Technologies, Inc. announcing its financial results for the third quarter ended September 30, 2019.
SIGNATURES
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. | ||
Dated: November 6, 2019 | By: | /s/ Ronald J. Lataille |
Ronald J. Lataille | ||
Chief Financial Officer and Senior Vice President | ||
EXHIBIT 99.1
UFP Technologies Announces Record Q3 Results
NEWBURYPORT, Mass., Nov. 05, 2019 (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 $5.6 million or $0.75 per diluted common share outstanding for its third quarter ended September 30, 2019, up 36.5% from net income of $4.1 million or $0.56 per diluted common share outstanding for the same period in 2018. Sales for the third quarter were $49.4 million, up 3.3% from third quarter sales of $47.8 million in 2018. Net income for the nine-month period ended September 30, 2019 was $14.0 million or $1.87 per diluted common share outstanding, up 41.1% from net income of $9.9 million or $1.34 per diluted common share outstanding for the same period in 2018. Sales for the nine-month period ended September 30, 2019 were $148.1 million, up 6.0% from sales of $139.8 million for the same period in 2018.
"I am very pleased with our third quarter results, led by 16.5% growth in our medical market," said R. Jeffrey Bailly, Chairman and CEO. "Our strategy of shifting our book of business toward high-end, longer-term opportunities, primarily in the medical space, continues to improve our results. This shift helped grow our gross margins by a full percentage point over last year, to 27% of sales.”
“In addition, a comprehensive R&D tax review following the acquisition of Dielectrics has afforded UFP both a catch-up benefit on previously earned R&D credits and anticipated ongoing future tax benefits that will favorably impact earnings per share,” Bailly continued. “This benefit is derived from the significant R&D work done at Dielectrics, combined with the rapidly growing development work at UFP Technologies, all of which is eligible for R&D tax credits. Overall, our pipeline of medical device development programs has never been stronger. This work generates healthy margins, strengthens our knowledge base and customer relationships, and typically translates to manufacturing revenue in the years ahead.”
“To accommodate the rapid growth of one large medical program, we also launched a new state-of-the-art manufacturing cell utilizing Dielectrics' technology at a UFP facility,” Bailly said. “This illustrates the synergies we envisioned when we acquired Dielectrics. We’re providing a duplicate manufacturing location for a key Dielectrics customer, transferring Dielectrics' technology and know-how to a UFP medical facility, and freeing up production space at Dielectrics to facilitate its next stage of growth.”
“Although we continue to see softness in the consumer and electronics markets, new recently-awarded programs should help bolster these markets going forward,” Bailly said. “In addition, strong cash flow at both UFP and Dielectrics has enabled us to reduce our net debt virtually to zero. This positions us well to finance the new acquisition opportunities we have been actively exploring. For all these reasons we remain excited about the future of UFP Technologies.”
Financial Highlights for Q3 and YTD 2019:
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, UFP converts raw materials through laminating, molding, radio frequency welding, and fabricating techniques. The Company is diversified by also providing highly engineered solutions to customers in the aerospace & defense, automotive, consumer, electronics and industrial markets.
This news 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, statements regarding the Company's acquisition and integration of Dielectrics and the synergies, customer opportunities and other benefits anticipated in connection with the Dielectrics business and products, statements about the Company’s acquisition strategies and opportunities and the Company’s growth potential and strategies for growth, statements regarding product development programs transitioning to manufacturing revenues, statements regarding anticipated trends in the different markets in which the Company competes and expectations regarding customer demand, anticipated advantages the Company expects to realize from its investments and capital expenditures, expectations regarding the manufacturing capacity and efficiencies, and new production equipment of the Company, expectations regarding the Company’s cost cutting efforts, expectations regarding the Company’s eligibility for certain tax credits and their anticipated impact on the Company’s financial results, expectations regarding the Company’s liquidity and future financing needs, statements about the Company’s participation and growth in multiple markets, its business opportunities, anticipated revenues and the timing of such revenues, and any indication that the Company may be able to sustain or increase its 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, including without limitation, risks and uncertainties associated with the Company's acquisition and integration of Dielectrics, risks associated with the effect of the acquisition of Dielectrics on the Company's earnings, risks associated with the identification of suitable acquisition candidates and the successful, efficient execution of acquisition transactions, the financing of such acquisitions and the integration of any acquisition candidates, risks associated with manufacturing capacity and efficiencies, and new production equipment of the Company, risks and uncertainties associated with the anticipated growth of the Company’s business, including product development programs transitioning to manufacturing revenues, and increases to sales, earnings, earnings per share, cost cutting efforts, and the Company’s eligibility for certain tax credits as well as other risks and uncertainties that are detailed in the documents filed by the Company with the SEC. Accordingly, actual results may differ materially. Readers are referred to the documents filed by the Company with the SEC, specifically the last reports on Forms 10-K and 10-Q. The forward-looking statements contained herein speak only of the Company’s expectations as of the date of this press release. 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.
Contact: Ron Lataille
978-234-0926, rlataille@ufpt.com
Consolidated Condensed Statements of Income
(in thousands, except per share data)
(unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||
Net sales | $ | 49,394 | $ | 47,808 | $ | 148,120 | $ | 139,758 | |||||
Cost of sales | 36,073 | 35,377 | 107,932 | 104,156 | |||||||||
Gross profit | 13,321 | 12,431 | 40,188 | 35,602 | |||||||||
Selling, general and administrative expenses | 7,183 | 6,541 | 22,226 | 20,550 | |||||||||
Acquisition-related costs | - | - | - | 1,089 | |||||||||
Material overcharge settlement | - | - | - | (104 | ) | ||||||||
Loss (gain) on sale of fixed assets | - | 5 | - | (51 | ) | ||||||||
Operating income | 6,138 | 5,885 | 17,962 | 14,118 | |||||||||
Interest expense, net | 165 | 343 | 590 | 988 | |||||||||
Other income (expense) | 24 | (85 | ) | 461 | (137 | ) | |||||||
Income before income tax expense | 5,949 | 5,627 | 16,911 | 13,267 | |||||||||
Income tax expense | 308 | 1,493 | 2,938 | 3,366 | |||||||||
Net income | $ | 5,641 | $ | 4,134 | $ | 13,973 | $ | 9,901 | |||||
Net income per share outstanding | $ | 0.76 | $ | 0.56 | $ | 1.88 | $ | 1.35 | |||||
Net income per diluted share outstanding | $ | 0.75 | $ | 0.56 | $ | 1.87 | $ | 1.34 | |||||
Weighted average shares outstanding | 7,432 | 7,366 | 7,419 | 7,338 | |||||||||
Weighted average diluted shares outstanding | 7,493 | 7,435 | 7,476 | 7,406 |
Consolidated Condensed Balance Sheets
(in thousands)
(Unaudited)
September 30, | December 31, | ||||
2019 | 2018 | ||||
Assets: | |||||
Cash | $ | 11,390 | $ | 3,238 | |
Receivables | 28,796 | 28,321 | |||
Inventories | 19,219 | 19,576 | |||
Other current assets | 4,695 | 4,491 | |||
Net property, plant, and equipment | 57,080 | 57,667 | |||
Goodwill | 51,838 | 51,838 | |||
Intangible assets, net | 21,289 | 22,232 | |||
Other assets | 6,031 | 2,235 | |||
Total assets | $ | 200,338 | $ | 189,598 | |
Liabilities and equity: | |||||
Current installments of long-term debt | $ | 2,857 | $ | 2,857 | |
Accounts payable | 6,825 | 6,836 | |||
Other current liabilities | 11,679 | 10,965 | |||
Long-term debt, excluding current installments | 12,143 | 22,286 | |||
Other liabilities | 10,945 | 6,197 | |||
Total liabilities | 44,449 | 49,141 | |||
Total equity | 155,889 | 140,457 | |||
Total liabilities and stockholders' equity | $ | 200,338 | $ | 189,598 |
2019 Q3 EARNINGS RELEASE UFPT