ufpt20220930_10qa.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark one)

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

For the quarterly period ended SEPTEMBER 30, 2022

☐ 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 ☒

7,578,605 shares of registrant’s Common Stock, $0.01 par value, were outstanding as of November 1, 2022.

EXPLANATORY NOTE

UFP Technologies, Inc. (“UFP”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022 (the “Original Form 10-Q”), solely for the purposes of amending Part I, Item 1 of the Original Form 10-Q to correct typographical errors appearing in the September 30, 2022 line items regarding (i) Total current assets, Total assets, Total current liabilities, Total liabilities, and Total liabilities and stockholders’ equity in the condensed consolidated balance sheets; and (ii) Accounts receivable-trade and Receivables, net, in Note 5, “Receivables and Allowance for Credit Losses.”

Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, we have repeated the entire text of Part I, Item 1 of the Original Form 10-Q in this Amendment and we have also included, as exhibits, new certifications of the Chief Executive Officer and the Chief Financial Officer required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other changes have been made to the Original Form 10-Q, and this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-Q. Further, this Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-Q or modify or update in any way disclosures in the Original Form 10-Q.

UFP Technologies, Inc.

Index

Page

PART I - FINANCIAL INFORMATION		4
Item 1.	Financial Statements	4
Condensed Consolidated Balance Sheets as of September 30, 2022, and December 31, 2021 (unaudited)		4
Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2022, and September 30, 2021 (unaudited)		5
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022, and September 30, 2021 (unaudited)		6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022, and September 30, 2021 (unaudited)		7
Notes to Interim Condensed Consolidated Financial Statements		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II - OTHER INFORMATION		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		33

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

UFP Technologies, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	September 30, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	9,937		$	11,117
Receivables, net		61,477			39,384
Inventories		53,821			33,436
Prepaid expenses and other current assets		2,421			3,383
Refundable income taxes		2,590			-
Total current assets		130,246			87,320
Property, plant and equipment		107,809			126,837
Less accumulated depreciation and amortization		(51,463	)		(70,268	)
Net property, plant and equipment		56,346			56,569
Goodwill		112,657			107,905
Intangible assets, net		69,041			67,585
Non-qualified deferred compensation plan		3,882			4,327
Finance lease right of use assets		226			271
Operating lease right of use assets		12,114			9,053
Other assets		3,807			1,102
Total assets	$	388,319		$	334,132

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	20,899		$	10,611
Accrued expenses		26,019			12,700
Deferred revenue		4,173			4,247
Finance lease liabilities		59			58
Operating lease liabilities		2,250			2,181
Income taxes payable		-			909
Current installments of long-term debt		4,000			4,000
Total current liabilities		57,400			34,706
Long-term debt, excluding current installments		67,000			71,000
Deferred income taxes		4,127			3,263
Non-qualified deferred compensation plan		3,886			4,337
Finance lease liabilities		171			215
Operating lease liabilities		10,029			6,903
Other liabilities		19,547			19,262
Total liabilities		162,160			139,686
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; 7,608,164 and 7,578,605 shares issued and outstanding, respectively, at September 30, 2022; 7,564,645 and 7,535,086 shares issued and outstanding, respectively, at December 31, 2021		76			75
Additional paid-in capital		35,396			34,151
Retained earnings		194,134			160,807
Accumulated other comprehensive loss		(2,860	)		-
Treasury stock at cost: 29,559 shares at September 30, 2022 and December 31, 2021		(587	)		(587	)
Total stockholders’ equity		226,159			194,446
Total liabilities and stockholders' equity	$	388,319		$	334,132

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

UFP Technologies, Inc.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Net sales	$	96,970		$	50,723		$	262,555		$	149,977
Cost of sales		71,447			38,707			195,575			111,938
Gross profit		25,523			12,016			66,980			38,039
Selling, general & administrative expenses		11,822			6,806			33,909			21,343
Acquisition costs		10			154			1,027			154
Change in fair value of contingent consideration		3,346			-			9,348			-
Gain on sale of Molded Fiber business		(15,623	)					(15,623	)
Loss (Gain) on sale of property, plant & equipment		3			(21	)		(6,206	)		(42	)
Operating income		25,965			5,077			44,525			16,584
Interest income		(11	)		-			(33	)		11
Interest expense		841			16			1,924			-
Other (income) expenses		(104	)		4			(313	)		(2	)
Income before income tax expense		25,239			5,057			42,947			16,575
Income tax expense		5,699			1,268			9,620			3,908
Net income	$	19,540		$	3,789		$	33,327		$	12,667

Net income per share:
Basic	$	2.58		$	0.50		$	4.41		$	1.68
Diluted	$	2.56		$	0.50		$	4.37		$	1.67
Weighted average common shares outstanding:
Basic		7,570			7,531			7,559			7,522
Diluted		7,638			7,597			7,629			7,585


Comprehensive Income
Net Income	$	19,540		$	3,789		$	33,327		$	12,667
Other comprehensive income:
Foreign currency translation adjustment		(1,725	)		-			(2,860	)		-
Other comprehensive loss		(1,725	)		-			(2,860	)		-
Comprehensive income	$	17,815		$	3,789		$	30,467		$	12,667

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, 2022
						Additional					Accumulated							Total
	Common Stock					Paid-in			Retained		Other Comprehensive		Treasury Stock					Shareholders'
	Shares			Amount		Capital			Earnings		Income (Loss)		Shares		Amount			Equity
Balance at December 31, 2021		7,535		$	75	$	34,151		$	160,807		-		30	$	(587	)		194,446
Share-based compensation		46			1		691			-		-		-		-			692
Net share settlement of RSUs		(20	)		-		(1,299	)		-		-		-		-			(1,299	)
Other comprehensive income		-			-		-			-		381		-		-			381
Net income		-			-		-			4,858		-		-		-			4,858
Balance at March 31, 2022		7,561

SEC Form 10-Q/A filed by UFP Technologies Inc. (Amendment)