UFP Technologies Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

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.

 (d) Exhibits.