UFP TECHNOLOGIES INC

Previous wording

The Company is a designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products. The Company 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, surfaces and support, wound care, wearables, orthopedic soft goods, and orthopedic implants.

Current wording

UFP Technologies is a contract development and manufacturing organization that specializes in single-use and single-patient medical devices. UFP is a vital link in the medical device supply chain and a valued outsourcing partner to many of the world's top medical device manufacturers. 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.

Previous wording

Net sales for the Company for the three-month period ended March 31, 2025 increased 41.1% to $148.1 million from $105.0 million in the same period last year, which was primarily attributable to 50.4% growth in sales to the medical market. The medical market sales growth was primarily due to sales from the 2024 acquisitions (See Note 2 for further information regarding the 2024 acquisitions), which collectively contributed approximately $40.7 million in sales during the first quarter. Organic sales growth for the first quarter was 2.3%. Net sales from our largest two customers, Stryker Corporation and Intuitive Surgical SARL, were 24.0% and 21.4% of our total net sales in the three-month period ended March 31, 2025, respectively.

Current wording

Net sales for the Company for the six months ended June 30, 2025 increased 39.1% to $299.3 million from $215.2 million in the same period last year. The increase was primarily attributable to 48.2% growth in sales to customers in the medical market, which was largely due to sales from the 2024 acquisitions (See Note 2 for further information regarding the 2024 acquisitions). These companies collectively contributed approximately $76.3 million in sales during the first half of 2025. Organic sales growth for the second quarter was 4.9%. Net sales from our largest two customers, Intuitive Surgical SARL and Stryker Corporation, were 27.4% and 20.3% of our total net sales in the three months ended June 30, 2025, respectively, and 24.4% and 22.1% of our total net sales in the six months ended June 30, 2025, respectively.

Previous wording

In 2025, the United States imposed increased tariffs on foreign imports into the United States, including all the countries in which we manufacture goods outside the United States and also the countries in which our customers operate. The tariff policy environment has been and is expected to continue to be dynamic, and we cannot predict what additional actions may ultimately be taken by the United States or other governments with respect to tariffs or trade relations, including retaliatory trade measures taken by other countries in response to existing or future United States tariffs or other measures.

Current wording

In 2025, the United States imposed increased tariffs on foreign imports into the United States, including all the countries in which we manufacture goods outside the United States and also the countries in which our customers operate. Although agreements have been made with various countries, the tariff policy environment remains dynamic, and we cannot predict what additional actions may ultimately be taken by the United States or other governments with respect to tariffs or trade relations, including retaliatory trade measures taken by other countries in response to existing or future United States tariffs or other measures.

Previous wording

To date, such tariffs have not had a material direct impact on our business, financial condition or results of operations. However, this is a very dynamic changing environment and tariffs may cause (i) increases in manufacturing costs, (ii) disruptions or delays to our supply chain, (iii) limitations on our ability to sell our products domestically or abroad, and (iv) reductions in sales volumes and gross margins for our products, any of which could negatively affect our business, results of operations and financial condition. We cannot anticipate, for example, whether there will be an adverse impact on demand for our products from customers who are responsible for payment of the tariffs on our shipments.

Current wording

To date, such tariffs have not had a material direct impact on our business, financial condition or results of operations. However, based upon tariffs being passed through by our raw material suppliers, we estimate an increase of approximately $9 million in annual price increases. It is our intention to pass these costs on to our customers. This remains a very dynamic changing environment and tariffs may cause (i) further increases in manufacturing costs, (ii) disruptions or delays to our supply chain, (iii) limitations on our ability to sell our products domestically or abroad, and (iv) reductions in sales volumes and gross margins for our products, any of which could negatively affect our business, results of operations and financial condition. We cannot anticipate, for example, whether there will be an adverse impact on demand for our products from customers who are responsible for payment of the tariffs on our shipments.

Previous wording

Net sales for the three-month period ended March 31, 2025 increased approximately 41.1% to $148.1 million from sales of $105.0 million for the same period in 2024. The increase in net sales is primarily due to increased sales to customers in the medical market of 50.4%, primarily due to sales from the 2024 acquisitions, which collectively contributed approximately $40.7 million in sales during the first quarter. Organic sales growth for the first quarter was 2.3%. Organic growth in the medical market was approximately 5.4% and was fueled by strong sales in the interventional and surgical infection prevention and advanced wound care market segments that more than offset the decline in sales to customers in the robot assisted surgery market segment.

Current wording

Net sales for the three months ended June 30, 2025 increased approximately 37.2% to $151.2 million from sales of $110.2 million for the same period in 2024. The increase in net sales is primarily due to increased sales to customers in the medical market of 46.0%, primarily due to sales from the 2024 and 2025 acquisitions, which collectively contributed approximately $35.7 million in sales during the second quarter. Organic sales growth for the second quarter was 4.9%. Organic growth in the medical market was approximately 10% and was fueled by strong sales virtually all segments including the robot assisted surgery market.

Previous wording

Gross margin decreased slightly to 28.5% for the three-month period ended March 31, 2025, from 28.6% for the same period in 2024. As a percentage of sales, material and labor costs collectively increased 0.1% and overhead costs increased 0.1%. As anticipated, we had some inefficiency in our newly acquired AJR operations related to onboarding many new direct labor associates. We were able to offset most of it by leveraging fixed overhead costs throughout the company. It is anticipated that the inefficiency at AJR will continue through the second quarter as we continue to onboard new associates.

Current wording

Gross margin decreased to 28.8% for the three months ended June 30, 2025, from 30.0% for the same period in 2024. As a percentage of sales, material and labor costs collectively increased 0.4% and overhead costs increased 0.8%. As anticipated, we had significant inefficiency in our newly acquired AJR operations related to onboarding many new direct and indirect labor associates. We estimate this added $1.2 million to our cost-of-sales in the second quarter. It is anticipated that the inefficiency at AJR will continue but gradually improve for the balance of this year.

Previous wording

Selling, general, and administrative expenses (“SG&A”) increased approximately 34.6% to $18.7 million for the three-month period ended March 31, 2025, from $13.9 million for the same period in 2024, which we primarily attribute to SG&A from the Company’s 2024 acquisitions. As a percentage of sales, SG&A decreased to 12.6% for the three-month period ended March 31, 2025, from 13.2% for the same three-month period in 2024.

Current wording

Selling, general, and administrative expenses (“SG&A”) increased approximately 34.4% to $18.7 million for the three months ended June 30, 2025, from $13.9 million for the same period in 2024. The increase is primarily attributable to SG&A from the Company’s 2024 acquisitions. As a percentage of sales, SG&A decreased to 12.4% for the three months ended June 30, 2025, from 12.6% for the same three months in 2024.

Previous wording

In connection with the acquisitions of Welch and Marble in 2024, and DAS Medical in 2021, the Company is required to make contingent payments, subject to the entities achieving certain financial performance thresholds. The contingent consideration payments for the Welch, Marble and the DAS Medical acquisitions are up to $6 million, $500 thousand and $20 million, respectively. The fair value of the liability for the contingent consideration payments recognized upon the acquisition as part of the purchase accounting opening balance sheets totaled approximately $800 thousand, $400 thousand and $5.2 million for the Welch, Marble and the DAS Medical acquisitions, respectively, and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in the initial calculation were management’s financial forecasts, discount rate and various volatility factors. The ultimate settlement of contingent consideration could deviate from current estimates based on the actual results of these financial measures. Contingent consideration is considered to be a Level 3 financial liability that is re-measured each reporting period. The Company paid approximately $0.3 million during the three months ended March 31, 2025, related to contingent consideration. The fair value of the liability for the contingent consideration payments recognized at March 31, 2025 totaled approximately $10.3 million out of the remaining potential payments of $14.3 million. The change in fair value of contingent consideration for the acquisitions is included in change in fair value of contingent consideration in the consolidated statements of comprehensive income.

Current wording

In connection with the acquisitions of Welch and Marble in 2024, and DAS Medical in 2021, the Company is required to make contingent payments, subject to the entities achieving certain financial performance thresholds. The contingent consideration payments for the Welch, Marble and DAS Medical acquisitions are up to $6 million, $500 thousand and $20 million, respectively. The fair value of the liability for the contingent consideration payments recognized upon the acquisition as part of the purchase accounting opening balance sheets totaled approximately $800 thousand, $400 thousand and $5.2 million for the Welch, Marble and DAS Medical acquisitions, respectively, and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in the initial calculation were management’s financial forecasts, a discount rate and various volatility factors. The ultimate settlement of contingent consideration could deviate from current estimates based on the actual results of these financial measures. Contingent consideration is considered to be a Level 3 financial liability that is re-measured each reporting period. The Company paid approximately $5.0 million and $5.3 million, respectively, during the three and six months ended June 30, 2025, related to contingent consideration. The fair value of the liability for the contingent consideration payments recognized at June 30, 2025, totaled approximately $5.5 million out of the remaining potential payments of $9.3 million. The change in fair value of contingent consideration for the Welch, Marble, and DAS Medical acquisitions for the three and six months ended June 30, 2025, resulted in an expense of approximately $0.3 million and $0.5 million, respectively. The change in fair value of contingent consideration for the DAS Medical acquisition for the three and six months ended June 30, 2024, resulted in an expense of approximately $0.2 million and $0.5 million, respectively. The change in fair value of contingent consideration for the acquisitions is included in change in fair value of contingent consideration in the condensed consolidated statements of comprehensive income.

Previous wording

Net interest expense was approximately $2.8 million and $0.6 million for the three-month periods ended March 31, 2025 and 2024, respectively. The increase in net interest expense for the three-month period ended March 31, 2025 was primarily due to higher debt related to borrowings for the 2024 acquisitions. Interest income was immaterial.

Current wording

Net interest expense was approximately $2.7 million and $0.6 million for the three months ended June 30, 2025, and 2024, respectively. The increase in net interest expense for the three months ended June 30, 2025, was primarily due to higher debt related to borrowings for the 2024 acquisitions. Interest income was immaterial.

Previous wording

Other expense was approximately $36 thousand and other income was approximately $42 thousand for the three months ended March 31, 2025 and 2024, respectively. The changes in other expense/income are primarily generated by equity method investment income in 2025 and foreign currency transaction losses in 2025 and gains in 2024.

Current wording

Other expense was approximately $68 thousand and other income was approximately $39 thousand for the six months ended June 30, 2025 and 2024, respectively. The changes in other expense/income are primarily generated by equity method investment income in 2025 and foreign currency transaction losses in 2025 and gains in 2024.

Previous wording

The Company recorded tax expense of approximately 15.3% and 17.2% of income before income tax expense, for each of the three-month periods ended March 31, 2025 and 2024, respectively. The decrease in the effective tax rate for the current period as compared to the prior period is largely due to increased discrete tax benefits associated with vested equity and a state tax refund.

Current wording

The Company recorded tax expense of approximately 18.0% and 19.8% of income before income tax expense, for each of the six months ended June 30, 2025 and 2024, respectively. The decrease in the effective tax rate for the current period as compared to the prior period is largely due to increased discrete tax benefits associated with vested equity and a state tax refund.

Previous wording

Net cash provided by operations for the three-month period ended March 31, 2025 was approximately $13.8 million and was primarily a result of net income generated of approximately $17.2 million, depreciation and amortization of approximately $4.6 million, share-based compensation of approximately $2.2 million, a change in the fair value of contingent consideration of approximately $0.3 million, an increase in deferred taxes of approximately $1.4 million, an increase in income taxes payable of approximately $1.8 million due to the timing of payment of tax estimates, and an increase in accounts payable of approximately $5.3 million due to the building of inventory to expected demand and the timing of vendor payments in the ordinary course of business.

Current wording

Net cash provided by operations for the six months ended June 30, 2025 was approximately $39.1 million and was primarily a result of net income generated of approximately $34.4 million, depreciation and amortization of approximately $9.4 million, share-based compensation of approximately $4.5 million, a change in the fair value of contingent consideration of approximately $0.5 million, an increase in deferred taxes of approximately $1.7 million, a decrease in accounts receivable of approximately $1.3 million due to lower days sales outstanding (DSO) driven by customer sales mix, a decrease in inventory of approximately $3.9 million due to strategic reductions of raw material stock, and an increase in income taxes payable of approximately $3.2 million due to the timing of payment of tax estimates.

Previous wording

These cash inflows and adjustments to income were partially offset by an increase in accounts receivable of approximately $8.9 million resulting primarily from an increase in sales from the last 60 days of Q1 2025 as compared to Q4 2024, an increase in inventory of approximately $2.2 million due to inventory build for upcoming expected demand, an increase in prepaid expenses of approximately $0.8 million primarily due to the payment of current year insurance policies, an increase in other assets of approximately $2.3 million primarily due to the payment of an exclusivity fee on a long term contract, a decrease in accrued expenses of approximately $1.9 million due primarily to the payment of accrued compensation, and a decrease in other long-term liabilities of approximately $2.9 million due primarily to non-compete payments and acquisition holdback payments.

Current wording

These cash inflows and adjustments to income were partially offset by an increase in prepaid expenses of approximately $0.3 million primarily due to the payment of current year insurance policies, an increase in other assets of approximately $3.7 million primarily due to the payment of an exclusivity fee on a long term contract, a decrease in accounts payable of approximately $2.3 million due to the timing of vendor payments in the ordinary course of business, a decrease in accrued expenses of approximately $6.1 million due primarily to the payment of accrued compensation, and a decrease in other long-term liabilities of approximately $7.1 million due primarily to earn-out, non-compete and acquisition holdback payments.

Previous wording

Net cash used in investing activities during the three-month period ended March 31, 2025 was approximately $2.8 million and was primarily the result of additions of manufacturing machinery and equipment and various building improvements across the Company.

Current wording

Net cash used in investing activities during the six months ended June 30, 2025 was approximately $8.5 million and was primarily the result of additions of manufacturing machinery and equipment and various building improvements across the Company, as well as the acquisitions of AJR Specialty and AJR Custom Foam.

Previous wording

Net cash used for financing activities was approximately $10.7 million during the three-month period ended March 31, 2025 and was primarily the result of payments on the revolving line of credit of approximately $12.5 million, principal payments of long-term debt of approximately $3.1 million, payments of contingent consideration of approximately $0.3 million and payments of statutory withholding for stock options exercised and restricted stock units vested of approximately $3.9 million. These payments were partially offset by borrowings under our revolving line of credit of approximately $9.0 million, and proceeds from the exercise of stock options of approximately $0.1 million.

Current wording

Net cash used for financing activities was approximately $29.8 million during the six months ended June 30, 2025 and was primarily the result of payments on the revolving line of credit of approximately $36.0 million, principal payments of long-term debt of approximately $6.3 million, payments of contingent consideration of approximately $0.3 million and payments of statutory withholding for stock options exercised and restricted stock units vested of approximately $3.9 million. These payments were partially offset by borrowings under our revolving line of credit of approximately $16.5 million and proceeds from the exercise of stock options of approximately $0.2 million.

Previous wording

The credit facilities under the Third Amended and Restated Credit Agreement consist of a secured term loan to the Company of $125 million and a secured revolving credit facility, under which the Company may borrow up to $150 million. The Third Amended and Restated Credit Facilities mature on June 27, 2029. This maturity date is subject to acceleration and the Company could be subject to additional fees and expenses in certain circumstances should one or more events of default described in the Third Amended and Restated Credit Agreement occur. The secured term loan requires quarterly principal payments of $3,125,000 that commenced on December 31, 2024. The proceeds of the Third Amended and Restated Credit Agreement may be used for general corporate purposes, including funding certain acquisitions (see Note 2 for more information regarding these acquisitions), as well as certain other permitted acquisitions. The Company’s obligations under the Third Amended and Restated Credit Agreement are guaranteed by Subsidiary Guarantors and secured by substantially all assets of the Company.

Current wording

The credit facilities under the Third Amended and Restated Credit Agreement consist of a secured term loan to the Company of $125 million and a secured revolving credit facility, under which the Company may borrow up to $150 million. The Third Amended and Restated Credit Facilities mature on June 27, 2029. This maturity date is subject to acceleration and the Company could be subject to additional fees and expenses in certain circumstances should one or more events of default described in the Third Amended and Restated Credit Agreement occur. The secured term loan requires quarterly principal payments of $3,125,000 that commenced on December 31, 2024. The proceeds of the Third Amended and Restated Credit Agreement may be used for general corporate purposes, including funding certain acquisitions, as well as certain other permitted acquisitions. The Company’s obligations under the Third Amended and Restated Credit Agreement are guaranteed by Subsidiary Guarantors and secured by substantially all assets of the Company.

Previous wording

At March 31, 2025, the Company had approximately $182.8 million in outstanding borrowings under the Third Amended and Restated Credit Agreement and also had approximately $0.7 million in standby letters of credit outstanding, drawable as a financial guarantee on worker’s compensation insurance policies. At March 31, 2025, the weighted average interest rate was approximately 5.9% and the Company was in compliance with all covenants under the Third Amended and Restated Credit Agreement.

Current wording

At June 30, 2025, the Company had approximately $163.6 million in outstanding borrowings under the Third Amended and Restated Credit Agreement and also had approximately $0.7 million in standby letters of credit outstanding, drawable as a financial guarantee on worker’s compensation insurance policies. At June 30, 2025, the weighted average interest rate was approximately 5.7% and the Company was in compliance with all covenants under the Third Amended and Restated Credit Agreement.

Previous wording

The Company requires cash to pay its operating expenses, purchase capital equipment, and to service its contractual obligations. The Company’s principal sources of funds are its operations and its Third Amended and Restated Credit Agreement. The Company generated cash of approximately $13.8 million from operations during the three-month period ended March 31, 2025. The Company cannot guarantee that its operations will generate cash in future periods. The Company’s longer-term liquidity is contingent upon future operating performance and availability of draws on its revolving credit facility. Further, the economic uncertainty resulting from events including inflation, tariffs, bank failures, and other factors beyond the control of the Company could affect the Company’s long-term ability to access the public markets and obtain necessary capital in order to properly capitalize and continue operations.

Current wording

The Company requires cash to pay its operating expenses, purchase capital equipment, and to service its contractual obligations. The Company’s principal sources of funds are its operations and its Third Amended and Restated Credit Agreement. The Company generated cash of approximately $39.1 million from operations during the six months ended June 30, 2025. The Company cannot guarantee that its operations will generate cash in future periods. The Company’s longer-term liquidity is contingent upon future operating performance and the availability of draws on its revolving credit facility. Further, the economic uncertainty resulting from events including inflation, tariffs, bank failures, and other factors beyond the control of the Company could affect the Company’s long-term ability to access the public markets and obtain necessary capital in order to properly capitalize and continue operations.