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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): July 16, 2024
_______________________________
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. ☐
Item 7.01. Regulation FD Disclosure.
Welch Fluorocarbon Acquisition
Pursuant to the terms of a Stock Purchase Agreement, dated as of July 15, 2024 (the “Welch Purchase Agreement”), by and among Welch Fluorocarbon, Inc. (“Welch”), the stockholders of Welch Fluorocarbon, Inc., Kevin J. Wiley and Seth D. Welch, individually and Kevin J. Wiley, as the sellers’ representative (collectively the “Sellers”), and UFP Technologies, Inc. (“UFP” or the “Company”), UFP purchased from the Sellers all of the issued and outstanding shares of Welch. Founded in 1985 with annual sales of approximately $15 million and headquartered in Dover, New Hampshire, Welch develops and manufactures thermoformed and heat sealed implantable medical device components utilizing thin, high-performance films.
The Welch shares were acquired for an aggregate purchase price of $34.6 million in cash plus up to an additional $6 million based upon the achievement of certain EBITDA targets of Welch for each of the 12-month periods ended December 31, 2024, 2025 and 2026. The aggregate purchase price at closing was approximately 11.5 times the Welch adjusted net income before interest, taxes, depreciation and amortization (adjusted EBITDA, which is a non-GAAP financial measure) for the 12-month period ended December 31, 2023. A portion of the purchase price is being held in escrow to indemnify the Company against certain claims, losses and liabilities.
The Welch Purchase Agreement contains customary representations, warranties, indemnities and covenants customary for transactions of this type.
On July 16, 2024, UFP issued a press release relating to the completion of the Company’s acquisition of Welch. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Marble Medical Acquisition
Pursuant to the terms of a Stock Purchase Agreement, dated as of June 24, 2024 (the “Marble Purchase Agreement”), by and among Marble Medical, Inc. (“Marble”), Joseph J. Audie, Jr. Revocable Living Trust (“Seller”), Joseph J. Audie, Jr., (“Purchase Price Beneficiary”) (“collectively, the “Sellers”), and UFP, UFP purchased from the Seller all of the issued and outstanding shares of Marble. Founded in 1988 and headquartered in Tallahassee, Florida with annual sales of approximately $5 million, Marble develops and manufactures adhesive based medical components and single-use devices.
The Marble shares were acquired for an aggregate purchase price of $4.5 million in cash plus up to an additional $0.5 million based upon the achievement of sales targets of Marble for each of the 12-month periods ended December 31, 2024 and 2025. The aggregate purchase price at closing was approximately 4.5 times the Marble adjusted net income before interest, taxes, depreciation and amortization (adjusted EBITDA which is a non-GAAP financial measure) for the 12-month period ended December 31, 2023. A portion of the purchase price is being held in escrow to indemnify the Company against certain claims, losses and liabilities.
The Marble Purchase Agreement contains customary representations, warranties and covenants customary for transactions of this type.
On July 16, 2024, UFP issued a press release relating to the completion of the Company’s acquisition of Marble. The press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2, 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 releases attached as exhibits hereto, the press releases contain 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 releases regarding these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
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: July 16, 2024 | By: | /s/ Ronald J. Lataille |
| | | Ronald J. Lataille |
| | | Chief Financial Officer and Senior Vice President |
| | | |
EXHIBIT 99.1
UFP Technologies Acquires Welch Fluorocarbon
NEWBURYPORT, Mass., July 16, 2024 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), a designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products, today announced the acquisition of Welch Fluorocarbon Inc. Founded in 1985 and headquartered in Dover, New Hampshire, Welch Fluorocarbon develops and manufactures thermoformed, and heat sealed implantable medical device components utilizing thin, high-performance films.
“Welch Fluorocarbon will bring significant thin film thermoforming capabilities to our expanding MedTech portfolio of technologies and materials,” said R. Jeffrey Bailly, chairman and CEO of UFP Technologies. “Their expertise in developing and manufacturing components for implantable medical devices is an excellent complement to our existing thin film platform.”
“UFP and Welch Fluorocarbon share many clients and together, our expanded product development and manufacturing capabilities will allow us to serve our clients in a more comprehensive way,” continued Bailly. “Additionally, we are gaining a talented leadership team and overall, the Welch Fluorocarbon team is a very strong cultural fit.”
“We are thrilled to have selected UFP as our new home. Having a partner that understands how to support our rapidly expanding business in our niche is critical. UFP has demonstrated that they understand our needs and have the capabilities, experience, and resources to help propel Welch to its fullest potential,” said Kevin Wiley, Owner and CEO.
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 most 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.
Forward Looking Statements
This press 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: the anticipated effects on us of acquiring Welch Fluorocarbon; anticipated trends in the different markets in which we compete and expectations regarding customer demand; expectations regarding our business opportunities; and statements about our growth potential and strategies for growth. 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, including the risks that the Company will not realize the anticipated benefits of the acquisition of Welch Fluorocarbon due to the inability of the Company to execute its business strategy, Welch Fluorocarbon integration strategy or otherwise as well as other risks and uncertainties that are detailed in the documents we file with the 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.
Contact: Ron Lataille
978-234-0926, rlataille@ufpt.com
EXHIBIT 99.2
UFP Technologies Acquires Marble Medical
NEWBURYPORT, Mass., July 16, 2024 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), a designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products, today announced the acquisition of Marble Medical. Founded in 1988 and headquartered in Tallahassee, FL, Marble Medical develops and manufactures adhesive based medical components and single-use devices.
“Adding Marble Medical’s adhesives expertise is a great complement to our surgical robot drapes and stick to skin device platforms,” said R. Jeffrey Bailly, chairman and CEO of UFP Technologies. “Marble Medical is a 3M Preferred Converter, and along with their precision die cutting capabilities, gives our clients access to a broader range of innovative solutions incorporating highly specialized adhesive technologies.”
“In addition, Marble Medical is a longstanding partner to our DAS Medical operation, making them an excellent overall fit into our MedTech business,” continued Bailly. “This acquisition aligns with our strategic focus and provides valuable technologies in multiple key markets to bring more value to our client base. This expanded range of materials and capabilities will also allow us to vertically integrate in many existing application areas.
Joe Audie, Marble Medical’s president, stated, “We are excited to join the UFP family and be part of such a fast growing and dynamic company. UFP’s customer base, engineering skills, vast resources, and global manufacturing footprint is expected to help Marble accelerate growth by leveraging our biocompatible adhesives expertise in adjacent areas such as diagnostic patches, wound care, and other stick to skin applications.”
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 most 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.
Forward Looking Statements
This press 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: the anticipated effects on us of acquiring Marble Medical; statements regarding anticipated advantages we expect to realize from the Marble Medical acquisition; statements regarding anticipated advantages Marble Medical expects to realize from our customer base, resources and manufacturing footprint; anticipated trends in the different markets in which we compete and expectations regarding customer demand; expectations regarding our business opportunities; and statements about our growth potential and strategies for growth. 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, including the risks that the Company will not realize the anticipated benefits of the acquisition of Marble Medical due to the inability of the Company to execute its business strategy, Marble Medical integration strategy or otherwise as well as other risks and uncertainties that are detailed in the documents we file with the 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.
Contact: Ron Lataille
978-234-0926, rlataille@ufpt.com
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