ufpt-20250930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended SEPTEMBER 30, 2025

o 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 x No o

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 x No o

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. o

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

Yes o No x

7,712,444 shares of registrant’s Common Stock, $0.01 par value, were outstanding as of November 5, 2025.

UFP Technologies, Inc.

Index


			Page

PART I - FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited)			3
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025, and September 30, 2024 (unaudited)			4
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025, and September 30, 2024 (unaudited)			5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025, and September 30, 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			29
Item 3. Quantitative and Qualitative Disclosures About Market Risk			35
Item 4. Controls and Procedures			35
PART II - OTHER INFORMATION			35
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 3. Defaults upon Senior Securities			36
Item 4. Mine Safety Disclosures			36
Item 5. Other Information			36
Item 6. Exhibits			36
Signatures			37

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

UFP Technologies, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	18,226	$	13,450
Receivables, net	85,176		84,677
Inventories	86,149		87,536
Prepaid expenses and other current assets	6,604		4,303
Refundable income taxes	1,816		4,979
Total current assets	197,971		194,945
Property, plant and equipment, net	77,540		70,564
Goodwill	197,302		189,657
Intangible assets, net	143,261		144,252
Non-qualified deferred compensation plan	7,333		6,174
Right of use assets	18,928		16,148
Deferred income taxes	72		-
Equity method investment	6,941		6,808
Other assets	3,473		447
Total assets	$	652,821	$	628,995

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	29,442	$	24,269
Accrued expenses	30,280		30,410
Deferred revenue	4,833		4,667
Lease liabilities	4,952		4,226
Income taxes payable	219		223
Current portion of long-term debt	12,500		12,500
Total current liabilities	82,226		76,295
Long-term debt, excluding current installments	133,620		176,875
Deferred income taxes	7,567		3,296
Non-qualified deferred compensation plan	6,781		6,193
Lease liabilities	14,437		12,432
Other liabilities	4,277		11,144
Total liabilities	248,908		286,235
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized; no shares issued	—		—
Common stock, $.01 par value, 20,000,000 shares authorized; 7,742,003 and 7,712,444 shares issued and outstanding, respectively at September 30, 2025; 7,706,344 and 7,676,785 shares issued and outstanding, respectively, at December 31, 2024	77		77
Additional paid-in capital	43,670		40,934
Retained earnings	357,248		306,501
Accumulated other comprehensive income (loss)	3,505		(4,165)
Treasury stock at cost, 29,559 shares at September 30, 2025 and 29,559 shares at December 31, 2024	(587)		(587)
Total stockholders’ equity	403,913		342,760
Total liabilities and stockholders' equity	$	652,821	$	628,995

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

Condensed Consolidated Statements of Comprehensive Income

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net sales	$	154,558	$	145,165	$	453,882	$	360,351
Cost of sales	111,811		103,642		325,440		255,714
Gross profit	42,747		41,523		128,442		104,637
Selling, general & administrative expenses	19,069		15,789		56,474		43,601
Acquisition costs	14		732		334		1,676
Change in fair value of contingent consideration	263		238		789		714
Loss on disposal of property, plant & equipment	22		—		11		7
Operating income	23,379		24,764		70,834		58,639
Interest expense, net	2,393		3,475		7,873		4,683
Other (income) expense	(78)		70		(10)		30
Income before income tax expense	21,064		21,219		62,971		53,926
Income tax expense	4,681		4,858		12,224		11,320
Net income	$	16,383	$	16,361	$	50,747	$	42,606

Net income per share:
Basic	$	2.12	$	2.13	$	6.59	$	5.56
Diluted	$	2.11	$	2.11	$	6.52	$	5.49
Weighted average common shares outstanding:
Basic	7,712		7,674		7,703		7,666
Diluted	7,780		7,772		7,783		7,763


Comprehensive Income
Net Income	$	16,383	$	16,361	$	50,747	$	42,606
Other comprehensive income:
Foreign currency translation gain	51		1,070		7,670		306
Other comprehensive income	51		1,070		7,670		306
Comprehensive income	$	16,434	$	17,431	$	58,417	$	42,912

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 and Nine Months Ended September 30, 2025
	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders' Equity
	Shares	Amount								Shares	Amount
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
Share-based compensation	1	—		2,285		—		—		—	—		2,285
Exercise of stock options net of shares presented for exercise	3	—		58		—		—		—	—		58
Other comprehensive income	—	—		—		—		5,294		—	—		5,294
Net income	—	—		—		17,180		—		—	—		17,180
Balance at June 30, 2025	7,711	$	77	$	41,682	$	340,865	$	3,454	30	$	(587)	$	385,491
Share-based compensation	—	—		1,959		—		—		—	—		1,959
Exercise of stock options net of shares presented for exercise	1	—		29		—		—		—	—		29
Other comprehensive income	—	—		—		—		51		—	—		51
Net income	—	—		—		16,383		—		—	—		16,383
Balance at September 30, 2025	7,712	$77		$43,670		$357,248		$3,505		30	$(587)		$403,913


Three and Nine Months Ended September 30, 2024
	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders' Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2023	7,640	$	76	$	38,814	$	247,520	$	268	30	$	(587)	$	286,091
Share-based compensation	48	1		1,512

SEC Form 10-Q filed by UFP Technologies Inc.