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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2023  

 

OR

 

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 ☒

 

7,638,812 shares of registrant’s Common Stock, $0.01 par value, were outstanding as of November 2, 2023

 

 

 

 

UFP Technologies, Inc.

 

Index

 

    Page
     

PART I - FINANCIAL INFORMATION

3
   

Item 1.

Financial Statements 3
     

 

Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited) 3
     
  Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and September 30, 2022 (unaudited) 4
     

 

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and September 30, 2022 (unaudited) 5
     

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and September 30, 2022 (unaudited) 6
     

 

Notes to Interim Condensed Consolidated Financial Statements 7
     

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations 20
     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk 25
     

Item 4.

Controls and Procedures 25
     

PART II - OTHER INFORMATION

25
   

Item 1.

Legal Proceedings

25
     

Item 1A.

Risk Factors

26
     

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

26
     

Item 3.

Defaults Upon Senior Securities

26
     

Item 4.

Mine Safety Disclosures

26
     

Item 5.

Other Information

26
     

Item 6.

Exhibits

26
     

Signatures 

27
     

 

 

 

 
 

 

PART I:

FINANCIAL INFORMATION

ITEM 1:

FINANCIAL STATEMENTS

 

UFP Technologies, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

 

  

September 30,
2023

  

December 31,
2022

 

Assets

        

Current assets:

        

Cash and cash equivalents

 $6,376  $4,451 

Receivables, net

  60,968   55,117 

Inventories

  69,777   53,536 

Prepaid expenses and other current assets

  2,865   3,242 

Refundable income taxes

  481   - 

Total current assets

  140,467   116,346 

Property, plant and equipment, net

  60,687   58,072 

Goodwill

  112,968   113,028 

Intangible assets, net

  65,020   68,361 

Non-qualified deferred compensation plan

  4,824   4,148 

Right of use assets

  14,225   13,153 

Deferred income taxes

  986   1,448 

Other assets

  633   3,636 

Total assets

 $399,810  $378,192 
         

Liabilities and Stockholders Equity

        

Current liabilities:

        

Accounts payable

 $26,948  $19,961 

Accrued expenses

  18,663   23,122 

Deferred revenue

  3,814   4,679 

Lease liabilities

  3,163   2,517 

Income taxes payable

  -   1,682 

Current installments of long-term debt

  4,000   4,000 

Total current liabilities

  56,588   55,961 

Long-term debt, excluding current installments

  39,000   51,000 

Deferred income taxes

  443   448 

Non-qualified deferred compensation plan

  4,892   4,167 

Lease liabilities

  11,464   10,851 

Other liabilities

  15,040   18,220 

Total liabilities

  127,427   140,647 

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; 7,668,371 and 7,638,812 shares issued and outstanding, respectively, at September 30, 2023; 7,611,244 and 7,581,685 shares issued and outstanding, respectively, at December 31, 2022

  76   76 

Additional paid-in capital

  37,851   36,070 

Retained earnings

  235,912   202,596 

Accumulated other comprehensive loss

  (869)  (610)
Treasury stock at cost: 29,559 shares at September 30, 2023 and December 31, 2022  (587)  (587)

Total stockholders’ equity

  272,383   237,545 

Total liabilities and stockholders' equity

 $399,810  $378,192 

 

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

 

 

 

3

 
 

 

UFP Technologies, Inc.

Condensed Consolidated Statements of Comprehensive Income

(In thousands, except per share data)

(Unaudited)

 

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2023

   

2022

   

2023

   

2022

 

Net sales

  $ 100,784     $ 96,970     $ 298,575     $ 262,555  

Cost of sales

    73,034       71,447       212,479       195,575  

Gross profit

    27,750       25,523       86,096       66,980  

Selling, general & administrative expenses

    12,467       11,822       37,771       33,909  

Acquisition costs

    -       10       -       1,027  

Change in fair value of contingent consideration

    238       3,346       3,289       9,348  

Gain on sale of Molded Fiber business

    -       (15,623 )     -       (15,623 )

Loss (gain) on sale of property, plant & equipment

    -       3       108       (6,206 )

Operating income

    15,045       25,965       44,928       44,525  

Interest expense, net

    933       830       2,890       1,891  

Other (income) expenses

    (29 )     (104 )     28       (313 )

Income before income tax expense

    14,141       25,239       42,010       42,947  

Income tax expense

    2,447       5,699       8,694       9,620  

Net income

  $ 11,694     $ 19,540     $ 33,316     $ 33,327  
                                 

Net income per share:

                               

Basic

  $ 1.53     $ 2.58     $ 4.37     $ 4.41  

Diluted

  $ 1.52     $ 2.56     $ 4.33     $ 4.37  

Weighted average common shares outstanding:

                               

Basic

    7,639       7,570       7,619       7,559  

Diluted

    7,709       7,638       7,697       7,629  
                                 
                                 

Comprehensive Income

                               

Net Income

  $ 11,694     $ 19,540     $ 33,316     $ 33,327  

Other comprehensive income:

                               

Foreign currency translation adjustment

    (793 )     (1,725 )     (259 )     (2,860 )

Other comprehensive loss

    (793 )     (1,725 )     (259 )     (2,860 )

Comprehensive income

  $ 10,901     $ 17,815     $ 33,057     $ 30,467  

 

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

 

4

 
 

 

UFP TECHNOLOGIES, INC.

Condensed Consolidated Statements of Stockholders Equity

(In thousands)

(Unaudited)

 

Three and Nine Months Ended September 30, 2023

 
                   

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, 2022

    7,582     $ 76     $ 36,070     $ 202,596     $ (610 )     30     $ (587 )   $ 237,545  

Share-based compensation

    49       -       1,056       -       -       -       -       1,056  

Exercise of stock options net of shares presented for exercise

    3       -             -       -       -       -       -  

Net share settlement of RSUs

    (21 )     -       (2,413 )     -       -       -       -       (2,413 )

Issuance of common stock

    -       -       64       -       -       -       -       64  

Other comprehensive income

    -       -       -       -       493       -       -       493  

Net income

    -       -       -       9,739       -       -       -       9,739  

Balance at March 31, 2023

    7,613     $ 76     $ 34,777     $ 212,335     $ (117 )     30     $ (587 )   $ 246,484  

Share-based compensation

    4       -       1,197       -       -       -       -       1,197  

Exercise of stock options

    22       -       680       -       -       -       -       680  

Other comprehensive income

    -       -       -       -       41       -       -       41  

Net income

    -       -       -       11,883       -       -       -       11,883  

Balance at June 30, 2023

    7,639     $ 76     $ 36,654     $ 224,218     $ (76 )     30     $ (587 )   $ 260,285  

Share-based compensation

    -       -       1,197       -       -       -       -       1,197  

Other comprehensive loss

    -       -       -       -       (793 )     -       -       (793 )

Net income

    -       -       -       11,694       -       -       -       11,694  

Balance at September 30, 2023

    7,639     $ 76     $ 37,851     $ 235,912     $ (869 )     30     $ (587 )   $ 272,383  

 

 

 

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     $ 76     $ 33,543     $ 165,665     $ 381       30     $ (587 )   $ 199,078  

Share-based compensation

    4       -       781       -       -       -       -       781  

Exercise of stock options

    1       -       21       -       -       -       -       21  

Net share settlement of RSUs

    -       -       (3 )     -       -       -       -       (3 )

Other comprehensive income

    -       -       -       -       (1,516 )     -       -       (1,516 )

Net income

    -       -       -       8,929       -       -       -       8,929  

Balance at June 30, 2022

    7,566     $ 76     $ 34,342     $ 174,594     $ (1,135 )     30     $ (587 )   $ 207,290  

Share-based compensation

    -       -       897       -       -       -       -       897  

Exercise of stock options

    13       -       157       -       -       -       -       157  

Other comprehensive loss

    -       -       -       -       (1,725 )     -       -       (1,725 )

Net income

    -       -       -       19,540       -       -       -       19,540  

Balance at September 30, 2022

    7,579     $ 76     $ 35,396     $ 194,134     $ (2,860 )     30     $ (587 )   $ 226,159  

 

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

 

5

 
 

 

UFP Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   

Nine Months Ended

 
   

September 30,

 
   

2023

   

2022

 

Cash flows from operating activities:

               

Net income

  $ 33,316     $ 33,327  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    8,446       9,137  

Loss (gain) on disposal of property, plant & equipment

    108       (6,206 )

Gain on sale of Molded Fiber business

    -       (15,623 )

Share-based compensation

    3,450       2,370  

Deferred income taxes

    474       415  

Change in fair value of contingent consideration

    3,289       9,348  

Changes in operating assets and liabilities:

               

Receivables, net

    (5,791 )     (19,841 )

Inventories

    (16,267 )     (20,085 )

Prepaid expenses and other current assets

    377       118  

Income taxes payable

    (2,161 )     (3,624 )

Other assets

    1,255       (2,637 )

Accounts payable

    6,715       6,334  

Accrued expenses

    (4,272 )     12,991  

Deferred revenue

    (865 )     501  

Non-qualified deferred compensation plan and other liabilities

    559       (6,669 )

Net cash provided by (used in) operating activities

    28,633       (144 )

Cash flows from investing activities:

               

Additions to property, plant, and equipment

    (7,734 )     (10,816 )

Acquisition of Advant, net of cash acquired

    -       (20,768 )

Acquisition of DAS Medical, working capital adjustment

    -       115  

Proceeds from sale of Molded Fiber

    -       29,007  

Proceeds from sale of fixed assets

    2       6,717  

Net cash (used in) provided by investing activities

    (7,732 )     4,255  

Cash flows from financing activities:

               

Proceeds from advances on revolving line of credit

    9,000       44,000  

Payments on revolving line of credit

    (18,000 )     (45,000 )

Principal payments of long-term debt

    (3,000 )     (3,000 )

Payment of contingent consideration

    (5,000 )     -  

Principal payments on finance lease obligations

    (47 )     (47 )

Proceeds from exercise of stock options

    680       178  

Payment of statutory withholdings for restricted stock units vested

    (2,413 )     (1,302 )

Net cash used in financing activities

    (18,780 )     (5,171 )

Effect of foreign currency exchange rates on cash and cash equivalents

    (196 )     (120 )

Net increase (decrease) in cash and cash equivalents

    1,925       (1,180 )

Cash and cash equivalents at beginning of period

    4,451       11,117  

Cash and cash equivalents at end of period

  $ 6,376     $ 9,937  

 

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

 

6

 

 

Notes to Interim Condensed Consolidated Financial Statements

 

 

(1)

Basis of Presentation

 

The interim condensed consolidated financial statements of UFP Technologies, Inc. (the “Company”) presented herein, have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2022, included in the Company's 2022 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

 

The condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation of results for these interim periods. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

The results of operations for the three- and nine-month periods ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2023.

 

Recent Accounting Pronouncements

 

There are no newly issued accounting pronouncements that the Company expects to have a material effect on the financial statements.

 

 

(2)

Acquisition and Divestiture

 

Molded Fiber

 

On  July 26, 2022, pursuant to a share purchase agreement and related agreements, the Company sold its former wholly owned subsidiary Moulded Fibre Technology, Inc. (“MFT”) and related real estate in Iowa to CKF USA INCORPORATED (“CKF”) (a Delaware Corporation) for approximately $31.5 million. The net book value of the assets sold was approximately $15.4 million and the Company recorded a net gain on sale of approximately $15.7 million, which was recorded in the year ended  December 31, 2022. $2.6 million of the purchase price is being held in escrow to indemnify CKF against certain claims, losses, and liabilities, which is scheduled to be released in January 2024. The Securities Purchase Agreement contains customary representations, warranties, and covenants customary for transactions of this type. Proceeds from the sale were used to pay down debt on the Company’s revolving credit facility, as well as income tax obligations on the related gain.

 

Advant Medical

 

On March 16, 2022, the Company purchased 100% of the outstanding shares of common stock of Advant Medical, Ltd., Advant Medical Inc., and Advant Medical Costa Rica, Limitada, (together Advant), pursuant to a Stock Purchase Agreement and related agreements, for an aggregate purchase price of €19.0 million in cash along with a working capital adjustment at closing. Total consideration in U.S. Dollars amounted to approximately $21.2 million. The Stock Purchase Agreement contains customary representations, warranties, and covenants customary for transactions of this type.

 

7

 

Founded in 1993, Advant is headquartered in Galway, Ireland, with operations in Costa Rica and partner manufacturing in Mexico. Advant is a developer and contract manufacturer of medical devices and packaging, primarily for catheters and guide wires.

 

The following table summarizes the allocation of consideration paid to the acquisition date fair value of the assets acquired and liabilities assumed based on management’s estimates of fair value (in thousands):

 

Fair value of considerations transferred

       

Cash paid at closing

  $ 23,608  

Other liability

    395  

Cash from Advant

    (2,840 )

Total consideration

  $ 21,163  
         

Purchase price allocation

       

Accounts receivable

  $ 2,299  

Inventory

    2,410  

Other current assets

    213  

Property, plant, and equipment

    5,704  

Customer contracts & relationships

    2,925  

Intellectual property

    2,127  

Non-compete agreement

    259  

Lease right of use assets

    289  

Other assets

    41  

Goodwill

    7,140  

Total identifiable assets

  $ 23,407  

Accounts payable

    (772 )

Accrued expenses

    (668 )

Income taxes

    (66 )

Deferred taxes

    (449 )

Lease liabilities

    (289 )

Net assets acquired

  $ 21,163  

 

Acquisition costs associated with the transaction through the third quarter of 2022 were approximately $789 thousand, of which $759 thousand was charged to expense in the nine-months ended September 30, 2022 and $30 thousand was charged to expense in the year ended December 31, 2021. These costs were primarily for legal, investment banking and valuation services, as well as stamp duty filings and are reflected on the face of the income statement.

 

The amount of revenue and earnings of Advant recognized since the acquisition date through the third quarter of 2022 was approximately $13.6 million and $1.8 million, respectively, and is included in the condensed consolidated statement of comprehensive income for the period ended September 30, 2022.

 

Pro-forma statements

 

The following table contains an unaudited pro forma condensed consolidated statement of operations for the nine-month period ended September 30, 2022, as if the Advant acquisition had occurred at the beginning of 2022 (in thousands):

 

8

 
   

Nine-month Period Ended

 
   

September 30, 2022

 
   

(Unaudited)

 

Sales

  $ 266,782  

Operating income

  $ 45,268  

Net income

  $ 33,881  

Earnings per share:

       

Basic

  $ 4.48  

Diluted

  $ 4.44  

 

The above unaudited pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have occurred had the acquisition occurred as presented. In addition, future results may vary significantly from the results reflected in such pro forma information.

 

 

(3)

Revenue Recognition

 

The Company recognizes revenue when a customer obtains control of a promised good or service. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for promised goods or services. The Company recognizes revenue in accordance with the core principles of ASC 606 which include (1) identifying the contract with a customer, (2) identifying separate performance obligations within the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations, and (5) recognizing revenue. The Company recognizes all but an immaterial portion of its product sales upon shipment. The Company recognizes revenue from the sale of tooling and machinery primarily upon customer acceptance. The Company recognizes revenue from engineering services, which are primarily product development services, as the services are performed or as otherwise determined based on the substance of the agreement. The Company recognizes revenue from bill and hold transactions at the time the specified goods are complete and available to the customer. In the ordinary course of business, the Company accepts sales returns from customers for defective goods, such amounts being immaterial. Although only applicable to an insignificant number of transactions, the Company has elected to exclude sales taxes from the transaction price. The Company has elected to account for shipping and handling activities for which the Company is responsible under the terms and conditions of the sale not as performance obligations but rather as fulfillment costs. These activities are required to fulfill the Company’s promise to transfer the goods and are expensed when revenue is recognized.

 

Disaggregated Revenue

 

The following table presents the Company’s revenue disaggregated by the major types of goods and services sold to the Company’s customers (in thousands):

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

Net sales of:

 

2023

   

2022

   

2023

   

2022

 

Products

  $ 98,261     $ 92,860     $ 291,612     $ 251,996  

Tooling and Machinery

    1,431       2,659       2,985       5,984  

Engineering services

    1,092       1,451       3,978       4,575  

Total net sales

  $ 100,784     $ 96,970     $ 298,575     $ 262,555  

 

Contract balances

 

The timing of revenue recognition may differ from the timing of invoicing to customers. When invoicing occurs prior to revenue recognition, the Company has contract liabilities included within “deferred revenue” on the condensed consolidated balance sheets.

 

9

 

The following table presents a roll-forward of contract liabilities activity for the nine-month periods ended September 30, 2023 and 2022 (in thousands):

 

   

Contract Liabilities

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Deferred revenue - beginning of period

  $ 4,679     $ 4,247  

Increases due to consideration received from customers

    3,169       4,836  

Revenue recognized

    (4,034 )     (4,335 )

Decrease due to sale of Molded Fiber

    -       (575 )

Deferred revenue - end of period

  $ 3,814     $ 4,173  

 

Revenue recognized during the nine month periods ended September 30, 2023 and 2022 from amounts included in deferred revenue at the beginning of the period were approximately $2.4 million and $2.2 million, respectively.

 

When invoicing occurs after revenue recognition, the Company has contract assets, included within “receivables” on the condensed consolidated balance sheet.

 

The following table presents a roll-forward of contract assets activity for the nine-month periods ended September 30, 2023 and 2022 (in thousands):

 

   

Contract Assets

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Unbilled receivables - beginning of period

  $ 270     $ 74  

Increases due to revenue recognized, not invoiced to customers

    2,898       3,065  

Decreases due to customer invoicing

    (3,020 )     (2,429 )

Unbilled receivables - end of period

  $ 148     $ 710  

 

 

(4)

Supplemental Cash Flow Information

 

Supplemental cash flow information consists of the following (in thousands):

 

   

Nine Months Ended

 
   

September 30,

 
   

2023

   

2022

 

Cash paid for:

               

Interest

  $ 2,838     $ 1,869  

Income taxes, net of refunds

    10,174       12,315  
                 

Non-cash investing and financing activities:

               

Capital additions accrued but not yet paid

  $ 185     $ 133  

Operating lease right of use asset

    2,492       289  

Operating lease liabilities

    (2,548 )     (289 )

 

 

(5)

Receivables and Allowance for Credit Losses

 

Receivables consist of the following (in thousands):

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Accounts receivable–trade

  $ 61,694     $ 55,850  

Less allowance for credit losses

    (726 )     (733 )

Receivables, net

  $ 60,968     $ 55,117  

 

 

 

10

 

The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. Estimates based on an assessment of anticipated payment and all other historical, current, and future information that is reasonably available are used to determine the allowance.

 

The following table provides a roll-forward of the allowance for credit losses that is deducted from accounts receivable to present the net amount expected to be collected as of September 30, 2023 and 2022 (in thousands):

 

   

Allowance for Credit
Losses

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Allowance - beginning of period

  $ 733     $ 519  

Provision (adjustment) for expected credit losses

    (5 )     275  

Amounts written off against the allowance

    (11 )     (53 )

Recoveries

    9       -  

Allowance - end of period

  $ 726     $ 741  

 

 

(6)

Fair Value of Financial Instruments

 

Financial instruments recorded at fair value in the consolidated balance sheets, or disclosed at fair value in the footnotes, are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels defined by ASC 820, Fair Value Measurements and Disclosures, and directly related to the amount of subjectivity associated with inputs to fair valuation of these assets and liabilities, are as follows:

 

Level 1

Valued based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2

Valued based on either directly or indirectly observable prices for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

 

Level 3

Valued based on management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

 

11

 

The following table presents the fair value and hierarchy levels, for financial assets that are measured at fair value on a recurring basis (in thousands):

 

  

September 30, 2023

  

December 31, 2022

 

Level 3

        

Purchase price contingent consideration:

        

Accrued contingent consideration (earn-out)

 $12,857  $14,568 

Present value of non-competition payments

  8,489   10,043 

 

In connection with the acquisition of 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 DAS Medical acquisition are up to $20 million. The Company paid $5 million during the second quarter of 2023. 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 $9.7 million and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in this calculation were managements 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. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The fair value of the liability for the contingent consideration payments recognized at September 30, 2023 totaled approximately $12.9 million. The change in fair value of contingent consideration for the acquisition is included in change in fair value of contingent consideration in the condensed consolidated statements of comprehensive income.

 

Also in connection with the DAS Medical and Advant Medical acquisitions, the Company has entered into Non-Competition Agreements with the beneficiaries (certain previous owners of DAS and Advant) and the Company has agreed to pay additional consideration to the parties to the Non-Competition Agreements, including an aggregate of $10.0 million in payments over the ten years following the closing of the DAS Medical acquisition for the 10-year noncompetition covenants of certain key owners. The present value of the Non-Competition Agreements totaled approximately $8.5 million. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period.

 

The Company has financial instruments, such as accounts receivable, accounts payable, and accrued expenses, that are stated at carrying amounts that approximate fair value because of the short maturity of those instruments. The carrying amount of the Company’s long-term debt approximates fair value as the interest rate on the debt approximates the estimated borrowing rate currently available to the Company.

 

 

(7)

Share-Based Compensation

 

Share-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant).

 

The Company issues share-based awards through several plans that are described in detail in the notes to the consolidated financial statements for the year ended December 31, 2022. The compensation cost charged against income for those plans is included in selling, general & administrative expenses as follows (in thousands):

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

Share-based compensation related to:

 

2023

   

2022

   

2023

   

2022

 

Common stock grants

  $ 100     $ 100     $ 300     $ 300  

Stock option grants

    112       75       320       188  

Restricted Stock Unit Awards ("RSUs")

    985       722       2,830       1,882  

Total share-based compensation

  $ 1,197     $ 897     $ 3,450     $ 2,370  

 

The total income tax benefit recognized in the condensed consolidated statements of comprehensive income for share-based compensation arrangements was approximately $310 thousand and $485 thousand for the three-month periods ended September 30, 2023 and 2022, respectively, and approximately $1.9 million and $608 thousand for the nine-month periods ended September 30, 2023 and 2022, respectively.

 

12

 

Common stock grants

 

The compensation expense for common stock grants during the nine-month period ended September 30, 2023, was determined based on an approved fixed dollar amount with the number of shares to be determined on the date of issuance.

 

Stock Option grants

 

The following is a summary of stock option activity under all plans for the nine-month period ended September 30, 2023:

 

   

Shares
Under
Options

   

Weighted
Average
Exercise Price

(per share)

   

Weighted
Average
Remaining
Contractual
Life

(in years)

   

Aggregate
Intrinsic
Value

(in thousands)

 

Outstanding at December 31, 2022

    92,075     $ 39.98                  

Granted

    12,153       131.13                  

Exercised

    (25,740 )     30.67                  

Outstanding at September 30, 2023

    78,488     $ 57.14       5.81     $ 8,214  

Exercisable at September 30, 2023

    66,335     $ 43.59       5.73     $ 7,818  

Vested and expected to vest
at September 30, 2023

    78,488     $ 57.14     $ 5.81     $ 8,214  

 

On June 7, 2023, the Company granted options to its directors for the purchase of 4,215 shares of the Company’s common stock at that day’s closing price of $167.98. On February 14, 2023, the Company granted options to its President and Chief Executive Officer for the purchase of 7,935 shares of common stock at that day’s closing price of $111.54. The compensation expense related to these grants was determined as the fair value of the options using the Black-Scholes option pricing model based on the following assumptions:

 

Expected volatility

36.6% / 40.6%

Expected dividends

None

Risk-free interest rate

3.6% / 3.9%

Exercise price

$111.54 / $167.98

Expected term

6.2 / 6.8 years

Weighted-average grant date fair value

$37.81 / $71.17

 

The stock volatility for each grant is determined based on a review of the experience of the weighted average of historical daily price changes of the Company’s common stock over the expected option term, and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The expected term is estimated based on historical option exercise activity.

 

During the nine-month period ended September 30, 2023 and 2022, the total intrinsic value of all options exercised was approximately $3.0 million and $1.1 million, respectively, and the total amount of consideration received by the Company from the exercised options was approximately $789 thousand and $367 thousand, respectively. At its discretion, the Company allows option holders to surrender previously owned common stock in lieu of paying the exercise price and withholding taxes. During the nine-month period ended September 30, 2023, 861 shares were surrendered at an average market price of $127.05. During the nine-month period ended September 30, 2022, 1,876 shares were surrendered at an average market price of $95.82.

 

13

 

RSUs

 

The following table summarizes information about RSU activity during the nine-month period ended September 30, 2023:

 

   

Restricted
Stock Units

   

Weighted Average
Grant Date
Fair Value

 

Non-vested RSUs outstanding at December 31, 2022

    102,048     $ 56.02  

Awarded

    46,050       113.91  

Shares vested

    (52,126 )     55.17  

Shares forfeited

    (99 )     97.61  

Non-vested RSUs outstanding at September 30, 2023

    95,873     $ 55.90  

 

At the Company’s discretion, upon vesting, RSU holders are given the option to net-share settle to cover the required minimum withholding tax, and the remaining amount is converted into the equivalent number of common shares and issued to the RSU holder. During the nine-month period ended September 30, 2023 and 2022, 20,457 and 19,425 shares were surrendered at an average market price of $117.95 and $67.05, respectively.

 

As of September 30, 2023, the Company had approximately $6.4 million of unrecognized compensation expense that is expected to be recognized over a period of approximately 2.5 years.

 

 

(8)

Inventories

 

Inventories are stated at the lower of cost (determined using the first-in, first-out method) or net realizable value, and consist of the following at the stated dates (in thousands):

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Raw materials

  $ 49,809     $ 42,475  

Work in process

    9,275       4,183  

Finished goods

    10,693       6,878  

Total inventory

  $ 69,777     $ 53,536  

 

 

(9)

Property, Plant and Equipment

 

Property, plant, and equipment consist of the following (in thousands):

 

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Land and improvements

  $ 4,802     $ 4,811  

Buildings and improvements

    34,625       34,446  

Leasehold improvements

    8,107       5,503  

Machinery & equipment

    57,993       52,233  

Furniture, fixtures, computers & software

    7,071       6,401  

Construction in progress

    5,545       7,272  

Property, plant and equipment

  $ 118,143     $ 110,666  

Accumulated depreciation and amortization

    (57,456 )     (52,594 )

Net property, plant and equipment

  $ 60,687     $ 58,072  

 

 

(10)

Leases

 

The Company has operating and finance leases for offices, manufacturing plants, vehicles and certain office and manufacturing equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the right of use (“ROU”) assets or lease liabilities. These are expensed as incurred and recorded as variable lease expense. The Company determines if an arrangement is a lease at the inception of a contract. Operating and finance lease ROU assets and operating and finance lease liabilities are stated separately in the condensed consolidated balance sheet. 

 

14

 

ROU assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments pursuant to the lease.  ROU assets and lease liabilities are recognized at commencement date based on the net present value of fixed lease payments over the lease term.  The Company's assumed lease term includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option.  ROU assets are also adjusted for any deferred or accrued rent. As the Company's leases do not typically provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

 

ROU assets and lease liabilities consist of the following (in thousands):

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Operating lease ROU assets

  $ 14,059     $ 12,942  

Finance lease ROU assets

    166       211  

Total ROU assets

  $ 14,225     $ 13,153  

Operating lease liabilities, current

  $ 3,103     $ 2,458  

Finance lease liabilities, current

    60       59  

Total lease liabilities, current

  $ 3,163     $ 2,517  

Operating lease liabilities, long-term

  $ 11,353     $ 10,695  

Finance lease liabilities, long-term

    111       156  

Total lease liabilities, long-term

  $ 11,464     $ 10,851  

 

 

   

Nine Months Ended

 
   

September 30,

 
   

($ in thousands)

 
   

2023

   

2022

 

Lease Cost:

               

Finance lease cost:

               

Amortization of right of use assets

  $ 45     $ 45  

Interest on lease liabilities

    3       4  

Operating lease cost

    2,304       1,962  

Variable lease cost

    240       228  

Short-term lease cost

    38       49  

Total lease cost

  $ 2,630     $ 2,288  

 

 

15

 
   

Nine Months Ended

 
   

September 30,

 
   

($ in thousands)

 
   

2023

   

2022

 

Cash paid for amounts included in measurement of lease liabilities:

               

Operating cash flows from operating leases

  $ 2,197     $ 1,839  

Financing cash flows from finance leases

    47       47  
                 

Weighted-average remaining lease term (years):

               

Finance

    2.79       3.79  

Operating

    4.57       3.88  

Weighted-average discount rate:

               

Finance

    2.10 %     2.10 %

Operating

    3.42 %     2.75 %

 

The aggregate future lease payments for leases as of September 30, 2023 are as follows (in thousands):

 

   

Operating

   

Finance

 

Remainder of 2023

  $ 775     $ 16  

2024

    3,183       63  

2025

    3,024       63  

2026

    2,660       28  

2027

    2,302       6  

Thereafter

    4,019       -  

Total lease payments

    15,963       176  

Less: Interest

    (1,507 )     (5 )

Present value of lease liabilities

  $ 14,456     $ 171  

 

 

(11)

Income Per Share

 

Basic income per share is based on the weighted average number of shares of common stock outstanding. Diluted income per share is based upon the weighted average number of common shares outstanding and dilutive common stock equivalent shares outstanding during each period.

 

The weighted average number of shares used to compute basic and diluted net income per share consisted of the following (in thousands):

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Basic weighted average common shares outstanding

  7,639   7,570   7,619   7,559 

Weighted average common equivalent shares due to restricted stock, stock options and RSUs

  70   68   78   70 

Diluted weighted average common shares outstanding

  7,709   7,638   7,697   7,629 

 

The computation of diluted earnings per share excludes the effect of the potential exercise of stock awards, including stock options, when the average market price of the common stock is lower than the exercise price of the related stock options during the period. These outstanding stock options are not included in the computation of diluted income per share because the effect would be antidilutive. For the three- and nine-month period ended September 30, 2023, the number of stock options excluded from the computation of diluted earnings per share for this reason was 4,218 and 12,153 respectively. For both the three- and nine-month periods ended September 30, 2022, the number of stock options excluded from the computation of diluted earnings per share for this reason was 9,876.

 

16

 

 

(12)

Segment Reporting

 

The Company consists of a single operating and reportable segment.

 

Revenues shipped to customers outside of the United States comprised approximately 15.4% and 16.8% for the three- and nine-month periods ended September 30, 2023, respectively. Revenues shipped to customers outside of the United States comprised approximately 18.0% and 16.0% for the three- and nine-month periods ended September, 2022, respectively.

 

One customer comprised 30.3% and 24.7% of the Company’s consolidated revenues for the three- and nine-month periods ended September 30, 2023, respectively. One customer comprised 25.1% and 20.5% of the Company’s consolidated revenues for the three- and nine-month periods ended September 30, 2022, respectively.

 

At September 30, 2023, two customers represented approximately 17.9% and 10.5%, respectively, of gross accounts receivable. At December 31, 2022, one customer represented approximately 10.5% of gross accounts receivable.

 

Approximately 16.5% and 17.0% of all long-lived assets are located outside of the United States at September 30, 2023 and December 31, 2022, respectively.

 

The Company’s products are primarily sold to customers within the Medical, Aerospace & Defense, Automotive, and Industrial/Other markets. Net sales by market for the three- and nine-month periods ended September 30, 2023 and 2022 are as follows (in thousands):

 

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Market

 

Net Sales

  

%

  

Net Sales

  

%

  

Net Sales

  

%

  

Net Sales

  

%

 
                                 

Medical

 $87,127   86.5% $81,591   84.2% $257,092   86.1% $208,464   79.4%

Aerospace & Defense

  4,377   4.3%  3,590   3.7%  12,828   4.3%  11,097   4.2%

Automotive

  4,378   4.3%  4,681   4.8%  12,821   4.3%  13,383   5.1%

Industrial / Other

  4,902   4.9%  7,108   7.3%  15,834   5.3%  29,611   11.3%

Net Sales

 $100,784   100.0% $96,970   100.0% $298,575   100.0% $262,555   100.0%

 

 

(13)

Goodwill and Other Intangible Assets

 

The change in the carrying amount of goodwill for the nine months ended September 30, 2023 was as follows (in thousands):

 

   

Goodwill

 
         

December 31, 2022

  $ 113,028  

Foreign currency translation

    (60 )

September 30, 2023

  $ 112,968  

 

 

17

 

The carrying values of the Company’s definite lived intangible assets as of September 30, 2023 are as follows (in thousands):

 

   

Intellectual
Property /

Tradename
& Brand

   

Non-
Compete

   

Customer
List

   

Total

 

Weighted-average amortization period (years)

 

11.9

   

9.3

   

20

         

Gross amount

  $ 7,046     $ 5,495     $ 65,149     $ 77,690  

Accumulated amortization

    (1,170 )     (1,392 )     (10,108 )     (12,670 )

Net balance

  $ 5,876     $ 4,103     $ 55,041     $ 65,020  

 

Amortization expense related to intangible assets was approximately $1.0 million and $1.1 million, respectively, for the three-month periods ended September 30, 2023 and 2022, and $3.1 million and $3.3 million, respectively, for the nine-month periods ended September 30, 2023 and 2022. The estimated remaining amortization expense as of September 30, 2023 is as follows (in thousands):

 

Remainder of 2023

  $ 1,100  

2024

    4,401  

2025

    4,401  

2026

    4,399  

2027

    4,397  

2028

    4,350  

Thereafter

    41,972  

Total

  $ 65,020  

 

 

(14)

Other Long-Term Liabilities

 

Other long-term liabilities consist of the following (in thousands):

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Accrued contingent consideration (earn-out)

  $ 7,857     $ 9,568  

Present value of non-competition payments

    6,683       8,155  

Other

    500       497  
    $ 15,040     $ 18,220  

 

 

(15)

Income Taxes

 

The determination of income tax expense in the accompanying unaudited condensed consolidated statements of income is based upon the estimated effective tax rate for the year, adjusted for the impact of any discrete items which are accounted for in the period in which they occur. The Company recorded income tax expense of approximately 17.3% and 22.6% of income before income tax expense for the three-month periods ended September 30, 2023 and 2022, respectively. The Company recorded income tax expense of approximately 20.7% and 22.4% of income before income tax expense for the nine-month periods ended September 30, 2023 and 2022, respectively. The Company has recorded offsetting discrete tax adjustments, for the nine-month periods ended September 30, 2023, related to windfall tax benefits on stock-based compensation agreements, tax benefits related to federal tax amendments, and increase in tax reserves for R&D credits taken in prior years. The effective tax rate anticipated for the year differs from the federal statutory rate of 21% due to favorable rates in foreign countries, federal deductions available for certain exported goods and anticipated federal credits, offset by state income taxes and disallowed compensation under section 162M.

 

 

(16)

Indebtedness

 

On  December 22, 2021, the Company, as the borrower, entered into a secured $130 million Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) with certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) and Bank of America, N.A., in its capacity as the initial lender, Administrative Agent, Swingline Lender and L/C Issuer, and certain other lenders from time-to-time party thereto. The Second Amended and Restated Credit Agreement amends and restates the Company’s prior credit agreement, originally dated as of  February 1, 2018.

 

18

 

The credit facilities under the Second Amended and Restated Credit Agreement consist of a $40 million secured term loan to the Company and a secured revolving credit facility, under which the Company  may borrow up to $90 million. The Second Amended and Restated Credit Agreement matures on  December 21, 2026. The secured term loam requires quarterly principal payments of $1,000,000 which commenced on  March 31, 2022. The proceeds of the Second Amended and Restated Credit Agreement  may be used for general corporate purposes, including funding certain permitted acquisitions. The Company’s obligations under the Second Amended and Restated Credit Agreement are guaranteed by Subsidiary Guarantors.

 

The Second Amended and Restated Credit Agreement calls for interest determined by the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus a margin that ranges from 1.25% to 2.0% or, at the discretion of the Company, the bank’s prime rate less a margin that ranges from .25% to zero. In both cases the applicable margin is dependent upon Company performance. Under the Second Amended and Restated Credit Agreement, the Company is subject to a minimum fixed-charge coverage financial covenant as well as a maximum total funded debt to EBITDA financial covenant. The Second Amended and Restated Credit Agreement contains other covenants customary for transactions of this type, including restrictions on certain payments, permitted indebtedness, and permitted investments.

 

At  September 30, 2023, the Company had approximately $43 million in borrowings outstanding under the Second Amended and Restated Credit Agreement, which were used as partial consideration for the DAS Medical and Advant acquisitions, 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  September 30, 2023, the applicable interest rate was approximately 6.6% and the Company was in compliance with all covenants under the Second Amended and Restated Credit Agreement.

 

Long-term debt consists of the following (in thousands):

 

   

September 30, 2023

 

Revolving credit facility

  $ 10,000  

Term loan

    33,000  

Total long-term debt

    43,000  

Current portion

    (4,000 )

Long-term debt, excluding current portion

  $ 39,000  

 

Future maturities of long-term debt at September 30, 2023 are as follows (in thousands):

 

   

Term Loan

   

Revolving
credit facility

   

Total

 

Remainder of 2023

  $ 1,000     $ -     $ 1,000  

2024

    4,000       -       4,000  

2025

    4,000       -       4,000  

2026

    24,000       10,000       34,000  
    $ 33,000     $ 10,000     $ 43,000  

 

 

19

 

 

ITEM 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-looking Statements

 

Some of the statements contained in this Report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). These statements are subject to known and unknown risks, uncertainties, and other factors, which may cause our or our industry’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about the Company’s prospects; statements about the Company’s acquisition strategies and opportunities and the Company’s growth potential and strategies for growth; expectations regarding customer demand; expectations regarding the Company’s liquidity and capital resources, including the sufficiency of its cash reserves and the availability of borrowing capacity to fund operations and/or potential future acquisitions; anticipated revenues and the timing of such revenues; expectations about shifting the Company’s book of business to higher-margin, longer-run opportunities; anticipated trends and potential advantages in the different markets in which the Company competes, including the medical, aerospace and defense, automotive, and industrial/other markets, and the Company’s plans to expand in certain of its markets; statements regarding anticipated advantages the Company expects to realize from its investments and capital expenditures; statements regarding anticipated advantages to improvements and alterations at the Company’s existing plants; expectations regarding the Company’s manufacturing capacity, operating efficiencies, and new production equipment; statements about new product offerings and program launches; statements about the Company’s participation and growth in multiple markets; statements about the Company’s business opportunities; and any indication that the Company may be able to sustain or increase its sales, earnings or earnings per share, or its sales, earnings or earnings per share growth rates.

 

Investors are cautioned that such forward-looking statements involve risks and uncertainties that could adversely affect the Company’s business and prospects, and otherwise cause actual results to differ materially from those anticipated by such forward-looking statements, or otherwise, including without limitation: risks associated with the identification of suitable acquisition candidates and the successful, efficient execution of acquisition transactions, the integration of any such acquisition candidates, the value of those acquisitions to our customers and shareholders, and the financing of such acquisitions; risks related to our indebtedness and compliance with covenants contained in our financing arrangements, and whether any available financing may be sufficient to address our needs; risks associated with efforts to shift the Company’s book of business to higher-margin, longer-run opportunities; risks associated with the Company’s entry into and growth in certain markets; risks and uncertainties associated with seeking and implementing manufacturing efficiencies and implementing new production equipment; risks and uncertainties associated with growth of the Company’s business and increases to sales, earnings and earnings per share; and risks associated with new product and program launches. Accordingly, actual results may differ materially.

 

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” and similar expressions intended to identify forward-looking statements. Our actual results could be different from the results described in or anticipated by our forward-looking statements due to the inherent uncertainty of estimates, forecasts, and projections, and may be materially better or worse than anticipated. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions and are only as of the date of this Report. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after the date of this Report, in order to reflect changes in circumstances or expectations, or the occurrence of unanticipated events, except to the extent required by applicable securities laws. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed above and under “Risk Factors” set forth in Part I Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as well as the risks and uncertainties discussed elsewhere in this Report. We qualify all of our forward-looking statements by these cautionary statements. We caution you that these risks are not exhaustive. We operate in a continually changing business environment and new risks emerge from time to time.

 

Unless the context requires otherwise, the terms “we”, “us”, “our”, or “the Company” refer to UFP Technologies, Inc. and its consolidated subsidiaries.

 

20

 

Overview

 

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 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, wound care, wearables, orthopedic soft goods, and orthopedic implants.

 

The Company’s current strategy includes further organic growth and growth through strategic acquisitions.

 

Net sales for the Company for the nine-month period ended September 30, 2023 increased 13.7% to $298.6 million from $262.6 million in the same period last year, primarily due to an increase in organic sales of approximately 16.9%. Gross profit as a percentage of sales (“gross margin”) for the nine-month period ended September 30, 2023 increased to 28.8% from 25.5% in the same period last year, largely due to improved operating efficiencies and a higher margin mix of business.

 

Results of Operations

 

Net sales

 

Net sales for the three-month period ended September 30, 2023 increased approximately 3.9% to $100.8 million from sales of $97.0 million for the same period in 2022. The increase in net sales is primarily due to increases in sales to customers in the Medical market of 6.8%. Net sales to all other markets declined 11.2%, primarily due to the Company’s disposition of its molded fiber business in July, 2022 (see “Note 2. Acquisition and Divestiture” in the notes to our interim condensed consolidated financial statements).

 

Net sales for the nine-month period ended September 30, 2023 increased approximately 13.7% to $298.6 million from sales of $262.6 million for the same period in 2022. The increase in net sales is primarily due to increases in sales to customers in the Medical market of 34.0%. Net sales to all other markets declined 23.3%, primarily due to the Company’s disposition of its molded fiber business in July, 2022 (see “Note 2. Acquisition and Divestiture” in the notes to our interim condensed consolidated financial statements).

 

Gross Profit

 

Gross margin increased to 27.5% for the three-month period ended September 30, 2023, from 26.3% for the same period in 2022. As a percentage of sales, material and labor costs collectively decreased 1.5%, while overhead costs increased 0.2%. The increase in gross margin is primarily due to improved operating efficiencies and quality of the mix of business.

 

Gross margin increased to 28.8% for the nine-month period ended September 30, 2023, from 25.5% for the same period in 2022 As a percentage of sales, material and labor costs collectively decreased 0.4%, while overhead costs decreased 2.9%. The increase in gross margin is primarily due to the leverage of organic sales growth over the fixed portion of overhead, as well as improved operating efficiencies and quality of the mix of business.

 

Selling, General and Administrative Expenses

 

Selling, general, and administrative expenses (“SG&A”) increased approximately 5.5% to $12.5 million for the three-month period ended September 30, 2023, from $11.8 million for the same period in 2022, largely due to increased compensation, benefits and payroll tax expenses. As a percentage of sales, SG&A increased slightly to 12.4% for the three-month period ended September 30, 2023, from 12.2% for the same three-month period in 2022.

 

SG&A increased approximately 11.4% to $37.8 million for the nine-month period ended September 30, 2023, from $33.9 million for the same period in 2022, largely due to increased compensation, benefits and payroll tax expenses and the additional SG&A expenses from the Advant acquisition. As a percentage of sales, SG&A decreased slightly to 12.7% for the nine-month period ended September 30, 2023, from 12.9% for the same three-month period in 2022.

 

21

 

Acquisition Costs

 

The Company incurred approximately $10 thousand and $1.0 million in costs associated with acquisition related activities which were charged to expense for the three and nine-months ended September 30, 2022, respectively. These costs were primarily for legal services, valuation services and stamp duty filings and are reflected on the face of the income statement.

 

Change in fair value of contingent consideration

 

In connection with the acquisition of DAS Medical in 2021, the Company is required to make contingent payments, subject to the acquired entities achieving certain financial performance thresholds. The contingent consideration payments for the DAS Medical acquisition are up to $20 million. The Company paid $5 million during the second quarter of 2023. 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 $9.7 million and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in this calculation were managements 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. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The fair value of the liability for the contingent consideration payments recognized at September 30, 2023 totaled approximately $12.7 million. The change in fair value of contingent consideration for the three- and nine-month periods ended September 30, 2023, resulted in an expense of approximately $0.2 million and $3.3 million, respectively, and was included in change in fair value of contingent consideration in the condensed consolidated statements of comprehensive income.

 

Interest Income and Expense

 

Net interest expense was approximately $0.9 million for the three-month period ended September 30, 2023, compared to approximately $0.8 million for the same period in 2022. The increase in net interest expense for the three-month period ended September 30, 2023 was primarily due to higher interest rates in 2023.

 

Net interest expense was approximately $2.9 million for the nine-month period ended September 30, 2023 compared to approximately $1.9 million in the same period of 2022. The increase in net interest expense for the nine-month period ended September 30, 2023 was primarily due to higher interest rates in 2023.

 

Other (Income) Expense

 

Other income was approximately $29 thousand and $104 thousand for the three-month periods ended September 30, 2023 and 2022, respectively, and other expense was approximately $28 thousand compared to other income of $313 thousand for the nine-month periods ended September 30, 2023 and 2022, respectively. The changes in other income/expense in both periods are primarily generated by foreign currency transaction gains/losses and, in 2022, changes in the fair value of the swap liability.

 

Income Taxes

 

The Company recorded tax expense of approximately 17.3% and 22.6% of income before income tax expense, respectively, for each of the three-month periods ended September 30, 2023 and 2022. The decrease in the effective tax rate for the current period as compared to the prior period and the estimated tax as of June 30, 2023 is largely due to higher anticipated foreign tax credits in 2023.

 

The Company recorded tax expense of approximately 20.7% and 22.4% of income before income tax expense, respectively, for each of the nine-month periods ended September 30, 2023 and 2022. The decrease in the effective tax rate for the current period as compared to the prior period and the estimated tax as of June 30, 2023 is largely due to higher anticipated foreign tax credits in 2023.

 

The effective tax rate anticipated for the year differs from the federal statutory rate of 21% due to favorable rates in foreign countries, federal deductions available for certain exported goods and anticipated federal credits, offset by state income taxes and disallowed compensation under section 162M.

 

The Company notes the potential for volatility in its effective tax rate, as any windfall or shortfall tax benefits related to its share-based compensation plans will be recorded directly into income tax expense.

 

22

 

Liquidity and Capital Resources

 

The Company generally funds its operating expenses, capital requirements, and growth plan through internally generated cash and bank credit facilities.

 

Cash Flows

 

Net cash provided by operations for the nine-month period ended September 30, 2023 was approximately $28.6 million and was primarily a result of net income of approximately $33.3 million, depreciation and amortization of approximately $8.4 million, a loss on disposal of fixed assets of approximately $0.1 million, share-based compensation of approximately $3.5 million, a change in the fair value of contingent consideration of approximately $3.3 million, an increase in deferred taxes of approximately $0.5 million, a decrease in prepaid expenses of approximately $0.4 million, a decrease in other assets of $1.3 million, an increase in accounts payable of approximately $6.7 million due to the building of inventory to meet demand and the timing of vendor payments in the ordinary course of business, and a decrease in other long-term liabilities of approximately $0.6 million.

 

These cash inflows and adjustments to income were partially offset by an increase in accounts receivable of approximately $5.8 million due to higher sales in the last two months of the third quarter of 2023 as compared to the same period in the fourth quarter of 2022, an increase in inventory of approximately $16.3 million due to inventory build for upcoming demand and restocking to historical levels, an increase in refundable income taxes of approximately $2.2 million, a decrease in accrued expenses of approximately $4.3 million due primarily to the payment of customer rebates and accrued compensation, and a decrease in deferred revenue of approximately $0.9 million to the recognition of deferred tooling and development revenue.

 

Net cash used in investing activities during the nine-month period ended September 30, 2023 was approximately $7.7 million and was primarily the result of additions of manufacturing machinery and equipment and various building improvements across the Company.

 

Net cash used in financing activities was approximately $18.8 million during the nine-month period ended September 30, 2023, representing payments on the revolving line of credit of approximately $18.0 million, principal payments of long-term debt of approximately $3.0 million, payments of contingent consideration of approximately $5.0 million, and statutory withholding for stock options exercised and restricted stock units vested of approximately $2.5 million, partially offset by borrowings under our credit facility of approximately $9.0 million and proceeds from the exercise of stock options of approximately $0.7 million.

 

Outstanding and Available Debt

 

On December 22, 2021, the Company, as the borrower, entered into a secured $130 million Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) with certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) and Bank of America, N.A., in its capacity as the initial lender, Administrative Agent, Swingline Lender and L/C Issuer, and certain other lenders from time-to-time party thereto. The Second Amended and Restated Credit Agreement amends and restates the Company’s prior credit agreement, originally dated as of February 1, 2018.

 

The credit facilities under the Second Amended and Restated Credit Agreement consist of a $40 million secured term loan to the Company and a secured revolving credit facility, under which the Company may borrow up to $90 million. The Second Amended and Restated Credit Agreement matures on December 21, 2026. The secured term loam requires quarterly principal payments of $1,000,000 which commenced on March 31, 2022. The proceeds of the Second Amended and Restated Credit Agreement may be used for general corporate purposes, including funding the acquisition of DAS Medical, as well as certain other permitted acquisitions. The Company’s obligations under the Second Amended and Restated Credit Agreement are guaranteed by the Subsidiary Guarantors.

 

The Second Amended and Restated Credit Agreement calls for interest determined by the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus a margin that ranges from 1.25% to 2.0% or, at the discretion of the Company, the bank’s prime rate less a margin that ranges from .25% to zero. In both cases the applicable margin is dependent upon Company performance. Under the Second Amended and Restated Credit Agreement, the Company is subject to a minimum fixed-charge coverage financial covenant as well as a maximum total funded debt to EBITDA financial covenant. The Second Amended and Restated Credit Agreement contains other covenants customary for transactions of this type, including restrictions on certain payments, permitted indebtedness, and permitted investments.

 

23

 

At September 30, 2023, the Company had approximately $43 million in borrowings outstanding under the Second Amended and Restated Credit Agreement, which were used as partial consideration for the DAS Medical and Advant acquisitions, 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 September 30, 2023, the applicable interest rate was approximately 6.6% and the Company was in compliance with all covenants under the Second Amended and Restated Credit Agreement.

 

Long-term debt consists of the following (in thousands):

 

   

September 30, 2023

 

Revolving credit facility

  $ 10,000  

Term loan

    33,000  

Total long-term debt

    43,000  

Current portion

    (4,000 )

Long-term debt, excluding current portion

  $ 39,000  

 

Future maturities of long-term debt at September 30, 2023 are as follows (in thousands):

 

   

Term Loan

   

Revolving
credit facility

   

Total

 

Remainder of 2023

  $ 1,000     $ -     $ 1,000  

2024

    4,000       -     $ 4,000  

2025

    4,000       -     $ 4,000  

2026

    24,000       10,000     $ 34,000  
    $ 33,000     $ 10,000     $ 43,000  

 

Future Liquidity

 

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 amended and restated credit facility.  The Company generated cash of approximately $28.6 million from operations during the nine months ended September 30, 2023. 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 additional borrowings from the revolving credit facility are possible.  Further, the economic uncertainty resulting from events including inflation, the wars in Ukraine and the Middle east and bank failures 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.

 

Throughout fiscal 2023, the Company plans to continue to add capacity to enhance operating efficiencies in its manufacturing plants and accommodate anticipated growth in demand. The Company may consider additional acquisitions of companies, technologies, or products that are complementary to its business. The Company believes that its existing resources, including its revolving credit facility, together with cash expected to be generated from operations, will be sufficient to fund its cash flow requirements, including capital asset acquisitions, through the next twelve months.

 

The Company may also require additional capital in the future to fund capital expenditures, acquisitions, or other investments. These capital requirements could be substantial. The Company anticipates that any future expansion of its business will be financed through existing resources, cash flow from operations, the Company's revolving credit facility, or other new financing. The Company cannot guarantee that it will be able to meet existing financial covenants or obtain other new financing on favorable terms, if at all. The Company's liquidity will be impacted to the extent additional stock repurchases are made under the Company's stock repurchase program.

 

Stock Repurchase Program

 

The Company accounts for treasury stock under the cost method, using the first-in, first-out flow assumption, and includes treasury stock as a component of stockholders’ equity. On June 16, 2015, the Company announced that its Board of Directors authorized the repurchase of up to $10.0 million of the Company’s outstanding common stock. Under the program, the Company is authorized to repurchase shares through Rule 10b5-1 plans, open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934. The stock repurchase program will end upon the earlier of the date on which the plan is terminated by the Board or when all authorized repurchases are completed. The timing and amount of stock repurchases, if any, will be determined based upon our evaluation of market conditions and other factors. The stock repurchase program may be suspended, modified, or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.

 

24

 

The Company did not repurchase any shares of its common stock under this program in the first nine months of 2023. At September 30, 2023 approximately $9.4 million was available for future repurchases of the Company’s common stock under this authorization.

 

Critical Accounting Estimates

 

There have been no material changes to the Company’s Critical Accounting Estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

Commitments and Contractual Obligations

 

There have been no material changes outside the ordinary course of business to our contractual obligations and commitments, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

ITEM 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in our market risks as previously disclosed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2022.

 

ITEM 4:

CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report (the “Evaluation Date”), the Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was also performed under the supervision and with the participation of our management, including the Company’s Chief Executive Officer and Chief Financial Officer, of any change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. That evaluation did not identify any change in the Company’s internal control over financial reporting that occurred during our latest fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II:

OTHER INFORMATION

 

ITEM 1:

LEGAL PROCEEDINGS

 

The Company is not a party to any material litigation or other material legal proceedings. From time to time, the Company may be a party to various suits, claims and complaints arising in the ordinary course of business. In the opinion of management of the Company, these suits, claims and complaints should not result in final judgments or settlements that, in the aggregate, would have a material adverse effect on the Company’s financial condition or results of operations.

 

25

 

ITEM 1A:

RISK FACTORS

 

The Company faces a number of uncertainties and risks that are difficult to predict and many of which are outside of the Company's control. For a detailed discussion of the risks that affect our business, please refer to Part I, Item IA, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Part II, Item 1A. There have been no material changes from the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our subsequent Quarterly Reports.

 

ITEM 2:

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3:

DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4:

MINE SAFETY DISCLOSURES

 

Not Applicable

 

 

ITEM 5:

OTHER INFORMATION

 

Insider Trading Arrangements and Policies

 

During the third quarter of 2023, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of regulation S-K)

 

ITEM 6:

EXHIBITS

 

Exhibit No.

Description

31.1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.*

31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.*

32.1

Certifications pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS

Inline XBRL Instance Document.*

101.SCH

Inline XBRL Taxonomy Extension Schema Document.*

101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document.*

101.LAB

Inline XBRL Taxonomy Label Linkbase Document.*

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document.*

101.DEF

104

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

_______________

 

*

Filed herewith.

**

Furnished herewith.

 

26

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

UFP TECHNOLOGIES, INC.

 

Date: November 9, 2023

By: /s/ R. Jeffrey Bailly

 

R. Jeffrey Bailly

Chairman, Chief Executive Officer, President, and Director

(Principal Executive Officer)

   
   

Date: November 9, 2023

By: /s/ Ronald J. Lataille 

 

Ronald J. Lataille

Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

27
 

EXHIBIT 31.1

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, R. Jeffrey Bailly, President and Chief Executive Officer of UFP Technologies, Inc. certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of UFP Technologies, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:  November 9, 2023 /s/ R. Jeffrey Bailly
  R. Jeffrey Bailly
  Chairman, Chief Executive Officer, President, and Director
  (Principal Executive Officer)

 

 

 

 

 

 

 

 

 

EXHIBIT 31.2

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Ronald J. Lataille, Chief Financial Officer of UFP Technologies, Inc., certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of UFP Technologies, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this  report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:   November 9, 2023 /s/ Ronald J. Lataille
  Ronald J. Lataille
  Chief Financial Officer
  (Principal Financial Officer)

 

 

EXHIBIT 32.1

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officers of UFP Technologies, Inc., a Delaware corporation (the “Company”) do hereby certify that, to the best of such officers’ knowledge and belief, that:

 

(1)

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, (the “Form 10‑Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Form 10-Q fairly presents, in all materials respects, the financial condition and results of operations of the Company.

 

 

Date:  November 9, 2023 /s/ R. Jeffrey Bailly
  R. Jeffrey Bailly
  Chairman, Chief Executive Officer, President, and Director
  (Principal Executive Officer)
   
   
Date:   November 9, 2023 /s/ Ronald J. Lataille
  Ronald J. Lataille
  Chief Financial Officer
  (Principal Financial Officer)

 

 

A signed original of these written statements required by Section 906 has been provided to UFP Technologies, Inc. and will be retained by UFP Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 
v3.23.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2023
Nov. 02, 2023
Document Information [Line Items]    
Entity Central Index Key 0000914156  
Entity Registrant Name UFP TECHNOLOGIES INC  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 001-12648  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 04-2314970  
Entity Address, Address Line One 100 Hale Street  
Entity Address, City or Town Newburyport  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 01950  
City Area Code 978  
Local Phone Number 352-2200  
Title of 12(b) Security Common Stock  
Trading Symbol UFPT  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   7,638,812
v3.23.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 6,376 $ 4,451
Receivables, net 60,968 55,117
Inventories 69,777 53,536
Prepaid expenses and other current assets 2,865 3,242
Refundable income taxes 481 0
Total current assets 140,467 116,346
Property, plant and equipment, net 60,687 58,072
Goodwill 112,968 113,028
Intangible assets, net 65,020 68,361
Non-qualified deferred compensation plan 4,824 4,148
Right of use assets 14,225 13,153
Deferred income taxes 986 1,448
Other assets 633 3,636
Total assets 399,810 378,192
Current liabilities:    
Accounts payable 26,948 19,961
Accrued expenses 18,663 23,122
Deferred revenue 3,814 4,679
Lease liabilities 3,163 2,517
Income taxes payable 0 1,682
Current installments of long-term debt 4,000 4,000
Total current liabilities 56,588 55,961
Long-term debt, excluding current installments 39,000 51,000
Deferred income taxes 443 448
Non-qualified deferred compensation plan 4,892 4,167
Lease liabilities 11,464 10,851
Other liabilities 15,040 18,220
Total liabilities 127,427 140,647
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, $.01 par value, 1,000,000 shares authorized; no shares issued 0 0
Common stock, $.01 par value, 20,000,000 shares authorized; 7,668,371 and 7,638,812 shares issued and outstanding, respectively, at September 30, 2023; 7,611,244 and 7,581,685 shares issued and outstanding, respectively, at December 31, 2022 76 76
Additional paid-in capital 37,851 36,070
Retained earnings 235,912 202,596
Accumulated other comprehensive loss (869) (610)
Treasury stock at cost: 29,559 shares at September 30, 2023 and December 31, 2022 (587) (587)
Total stockholders’ equity 272,383 237,545
Total liabilities and stockholders' equity $ 399,810 $ 378,192
v3.23.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 20,000,000 20,000,000
Common stock, shares issued (in shares) 7,668,371 7,611,244
Common stock, shares outstanding (in shares) 7,638,812 7,581,685
Treasury stock, shares (in shares) 29,559 29,559
v3.23.3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net sales $ 100,784 $ 96,970 $ 298,575 $ 262,555
Cost of sales 73,034 71,447 212,479 195,575
Gross profit 27,750 25,523 86,096 66,980
Selling, general & administrative expenses 12,467 11,822 37,771 33,909
Acquisition costs 0 10 0 1,027
Change in fair value of contingent consideration (238) (3,346) (3,289) (9,348)
Gain on sale of Molded Fiber business 0 (15,623) 0 (15,623)
Loss (gain) on sale of property, plant & equipment 0 3 108 (6,206)
Operating income 15,045 25,965 44,928 44,525
Interest expense, net 933 830 2,890 1,891
Other (income) expenses (29) (104) 28 (313)
Income before income tax expense 14,141 25,239 42,010 42,947
Income tax expense 2,447 5,699 8,694 9,620
Net income $ 11,694 $ 19,540 $ 33,316 $ 33,327
Net income per share:        
Basic (in dollars per share) $ 1.53 $ 2.58 $ 4.37 $ 4.41
Diluted (in dollars per share) $ 1.52 $ 2.56 $ 4.33 $ 4.37
Weighted average common shares outstanding:        
Basic (in shares) 7,639 7,570 7,619 7,559
Diluted (in shares) 7,709 7,638 7,697 7,629
Comprehensive Income        
Net income $ 11,694 $ 19,540 $ 33,316 $ 33,327
Other comprehensive income:        
Foreign currency translation adjustment (793) (1,725) (259) (2,860)
Other comprehensive loss (793) (1,725) (259) (2,860)
Comprehensive income $ 10,901 $ 17,815 $ 33,057 $ 30,467
v3.23.3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Common Stock Outstanding [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Treasury Stock, Common [Member]
Total
Balance (in shares) at Dec. 31, 2021 7,535       30  
Balance at Dec. 31, 2021 $ 75 $ 34,151 $ 160,807 $ 0 $ (587) $ 194,446
Share-based compensation (in shares) 46       0  
Share-based compensation $ 1 691 0 0 $ 0 692
Net share settlement of RSUs (in shares) (20)       0  
Net share settlement of RSUs $ 0 1,299 0 0 $ 0 1,299
Other comprehensive income 0 0 0 381 0 381
Net income 0 0 4,858   0 4,858
Net share settlement of RSUs $ 0 (1,299) 0 0 $ 0 (1,299)
Balance (in shares) at Mar. 31, 2022 7,561       30  
Balance at Mar. 31, 2022 $ 76 33,543 165,665 381 $ (587) 199,078
Balance (in shares) at Dec. 31, 2021 7,535       30  
Balance at Dec. 31, 2021 $ 75 34,151 160,807 0 $ (587) 194,446
Other comprehensive income           (2,860)
Net income           33,327
Balance (in shares) at Sep. 30, 2022 7,579       30  
Balance at Sep. 30, 2022 $ 76 35,396 194,134 (2,860) $ (587) 226,159
Balance (in shares) at Mar. 31, 2022 7,561       30  
Balance at Mar. 31, 2022 $ 76 33,543 165,665 381 $ (587) 199,078
Share-based compensation (in shares) 4       0  
Share-based compensation $ 0 781 0 0 $ 0 781
Exercise of stock options net of shares presented for exercise (in shares) 1       0  
Exercise of stock options net of shares presented for exercise $ 0 21 0 0 $ 0 21
Net share settlement of RSUs (in shares) 0       0  
Net share settlement of RSUs $ 0 3 0 0 $ 0 3
Other comprehensive income 0 0 0 (1,516) 0 (1,516)
Net income 0 0 8,929 0 0 8,929
Net share settlement of RSUs $ 0 (3) 0 0 $ 0 (3)
Balance (in shares) at Jun. 30, 2022 7,566       30  
Balance at Jun. 30, 2022 $ 76 34,342 174,594 (1,135) $ (587) 207,290
Share-based compensation (in shares) 0       0  
Share-based compensation $ 0 897 0 0 $ 0 897
Exercise of stock options net of shares presented for exercise (in shares) 13       0  
Exercise of stock options net of shares presented for exercise $ 0 157 0 0 $ 0 157
Other comprehensive income 0 0 0 (1,725) 0 (1,725)
Net income $ 0 0 19,540 0 $ 0 19,540
Balance (in shares) at Sep. 30, 2022 7,579       30  
Balance at Sep. 30, 2022 $ 76 35,396 194,134 (2,860) $ (587) 226,159
Balance (in shares) at Dec. 31, 2022 7,582       30  
Balance at Dec. 31, 2022 $ 76 36,070 202,596 (610) $ (587) 237,545
Share-based compensation (in shares) 49       0  
Share-based compensation $ 0 1,056 0 0 $ 0 1,056
Exercise of stock options net of shares presented for exercise (in shares) 3       0  
Exercise of stock options net of shares presented for exercise $ 0 0 0 $ 0 0
Net share settlement of RSUs (in shares) (21)       0  
Net share settlement of RSUs $ 0 (2,413) 0 0 $ 0 (2,413)
Issuance of common stock (in shares) 0       0  
Issuance of common stock $ 0 64 0 0 $ 0 64
Other comprehensive income 0 0 0 493 0 493
Net income 0 0 9,739   0 9,739
Net share settlement of RSUs $ (0) 2,413 (0) (0) $ (0) 2,413
Balance (in shares) at Mar. 31, 2023 7,613       30  
Balance at Mar. 31, 2023 $ 76 34,777 212,335 (117) $ (587) 246,484
Balance (in shares) at Dec. 31, 2022 7,582       30  
Balance at Dec. 31, 2022 $ 76 36,070 202,596 (610) $ (587) 237,545
Other comprehensive income           (259)
Net income           33,316
Balance (in shares) at Sep. 30, 2023 7,639       30  
Balance at Sep. 30, 2023 $ 76 37,851 235,912 (869) $ (587) 272,383
Balance (in shares) at Mar. 31, 2023 7,613       30  
Balance at Mar. 31, 2023 $ 76 34,777 212,335 (117) $ (587) 246,484
Share-based compensation (in shares) 4       0  
Share-based compensation $ 0 1,197 0 0 $ 0 1,197
Exercise of stock options net of shares presented for exercise (in shares) 22       0  
Exercise of stock options net of shares presented for exercise $ 0 680 0 0 $ 0 680
Other comprehensive income 0 0 0 41 0 41
Net income $ 0 0 11,883 0 $ 0 11,883
Balance (in shares) at Jun. 30, 2023 7,639       30  
Balance at Jun. 30, 2023 $ 76 36,654 224,218 (76) $ (587) 260,285
Share-based compensation (in shares) 0       0  
Share-based compensation $ 0 1,197 0 0 $ 0 1,197
Other comprehensive income 0 0 0 (793) 0 (793)
Net income $ 0 0 11,694 0 $ 0 11,694
Balance (in shares) at Sep. 30, 2023 7,639       30  
Balance at Sep. 30, 2023 $ 76 $ 37,851 $ 235,912 $ (869) $ (587) $ 272,383
v3.23.3
Condensed Consolidated Statements of Cash Flows
$ in Thousands, € in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Sep. 30, 2022
USD ($)
Mar. 31, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Cash flows from operating activities:              
Net income $ 11,694 $ 9,739 $ 19,540 $ 4,858 $ 33,316 $ 33,327  
Adjustments to reconcile net income to net cash provided by operating activities:              
Depreciation and amortization         8,446 9,137  
Loss (gain) on disposal of property, plant & equipment         108 (6,206)  
Gain on sale of Molded Fiber business 0   (15,623)   0 (15,623)  
Share-based compensation         3,450 2,370  
Deferred income taxes         474 415  
Change in fair value of contingent consideration 238   3,346   3,289 9,348  
Changes in operating assets and liabilities:              
Receivables, net         (5,791) (19,841)  
Inventories         (16,267) (20,085)  
Prepaid expenses and other current assets         377 118  
Income taxes payable         (2,161) (3,624)  
Other assets         1,255 (2,637)  
Accounts payable         6,715 6,334  
Accrued expenses         (4,272) 12,991  
Deferred revenue         (865) 501  
Non-qualified deferred compensation plan and other liabilities         559 (6,669)  
Net cash provided by (used in) operating activities         28,633 (144)  
Cash flows from investing activities:              
Additions to property, plant, and equipment         (7,734) (10,816)  
Proceeds from sale of Molded Fiber         0 29,007  
Proceeds from sale of fixed assets         2 6,717  
Net cash (used in) provided by investing activities         (7,732) 4,255  
Cash flows from financing activities:              
Proceeds from advances on revolving line of credit         9,000 44,000  
Payments on revolving line of credit         (18,000) (45,000)  
Principal payments of long-term debt         (3,000) (3,000)  
Payment of contingent consideration         (5,000) 0  
Principal payments on finance lease obligations         (47) (47)  
Proceeds from exercise of stock options         680 178  
Payment of statutory withholdings for restricted stock units vested         (2,413) (1,302)  
Net cash used in financing activities         (18,780) (5,171)  
Effect of foreign currency exchange rates on cash and cash equivalents         (196) (120)  
Net increase (decrease) in cash and cash equivalents         1,925 (1,180)  
Cash and cash equivalents at beginning of period   $ 4,451   $ 11,117 4,451 11,117 $ 11,117
Cash and cash equivalents at end of period $ 6,376   $ 9,937   6,376 9,937 $ 4,451
Advant Medical [Member]              
Cash flows from investing activities:              
Acquisition, net of cash acquired         0 (20,768)  
DAS Medical [Member]              
Cash flows from investing activities:              
Acquisition, net of cash acquired         $ 0 $ 115  
v3.23.3
Note 1 - Basis of Presentation
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

(1)

Basis of Presentation

 

The interim condensed consolidated financial statements of UFP Technologies, Inc. (the “Company”) presented herein, have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2022, included in the Company's 2022 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

 

The condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2023 and 2022, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation of results for these interim periods. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

The results of operations for the three- and nine-month periods ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2023.

 

Recent Accounting Pronouncements

 

There are no newly issued accounting pronouncements that the Company expects to have a material effect on the financial statements.

v3.23.3
Note 2 - Acquisition and Divestiture
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]

(2)

Acquisition and Divestiture

 

Molded Fiber

 

On  July 26, 2022, pursuant to a share purchase agreement and related agreements, the Company sold its former wholly owned subsidiary Moulded Fibre Technology, Inc. (“MFT”) and related real estate in Iowa to CKF USA INCORPORATED (“CKF”) (a Delaware Corporation) for approximately $31.5 million. The net book value of the assets sold was approximately $15.4 million and the Company recorded a net gain on sale of approximately $15.7 million, which was recorded in the year ended  December 31, 2022. $2.6 million of the purchase price is being held in escrow to indemnify CKF against certain claims, losses, and liabilities, which is scheduled to be released in January 2024. The Securities Purchase Agreement contains customary representations, warranties, and covenants customary for transactions of this type. Proceeds from the sale were used to pay down debt on the Company’s revolving credit facility, as well as income tax obligations on the related gain.

 

Advant Medical

 

On March 16, 2022, the Company purchased 100% of the outstanding shares of common stock of Advant Medical, Ltd., Advant Medical Inc., and Advant Medical Costa Rica, Limitada, (together Advant), pursuant to a Stock Purchase Agreement and related agreements, for an aggregate purchase price of €19.0 million in cash along with a working capital adjustment at closing. Total consideration in U.S. Dollars amounted to approximately $21.2 million. The Stock Purchase Agreement contains customary representations, warranties, and covenants customary for transactions of this type.

 

Founded in 1993, Advant is headquartered in Galway, Ireland, with operations in Costa Rica and partner manufacturing in Mexico. Advant is a developer and contract manufacturer of medical devices and packaging, primarily for catheters and guide wires.

 

The following table summarizes the allocation of consideration paid to the acquisition date fair value of the assets acquired and liabilities assumed based on management’s estimates of fair value (in thousands):

 

Fair value of considerations transferred

       

Cash paid at closing

  $ 23,608  

Other liability

    395  

Cash from Advant

    (2,840 )

Total consideration

  $ 21,163  
         

Purchase price allocation

       

Accounts receivable

  $ 2,299  

Inventory

    2,410  

Other current assets

    213  

Property, plant, and equipment

    5,704  

Customer contracts & relationships

    2,925  

Intellectual property

    2,127  

Non-compete agreement

    259  

Lease right of use assets

    289  

Other assets

    41  

Goodwill

    7,140  

Total identifiable assets

  $ 23,407  

Accounts payable

    (772 )

Accrued expenses

    (668 )

Income taxes

    (66 )

Deferred taxes

    (449 )

Lease liabilities

    (289 )

Net assets acquired

  $ 21,163  

 

Acquisition costs associated with the transaction through the third quarter of 2022 were approximately $789 thousand, of which $759 thousand was charged to expense in the nine-months ended September 30, 2022 and $30 thousand was charged to expense in the year ended December 31, 2021. These costs were primarily for legal, investment banking and valuation services, as well as stamp duty filings and are reflected on the face of the income statement.

 

The amount of revenue and earnings of Advant recognized since the acquisition date through the third quarter of 2022 was approximately $13.6 million and $1.8 million, respectively, and is included in the condensed consolidated statement of comprehensive income for the period ended September 30, 2022.

 

Pro-forma statements

 

The following table contains an unaudited pro forma condensed consolidated statement of operations for the nine-month period ended September 30, 2022, as if the Advant acquisition had occurred at the beginning of 2022 (in thousands):

 

   

Nine-month Period Ended

 
   

September 30, 2022

 
   

(Unaudited)

 

Sales

  $ 266,782  

Operating income

  $ 45,268  

Net income

  $ 33,881  

Earnings per share:

       

Basic

  $ 4.48  

Diluted

  $ 4.44  

 

The above unaudited pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have occurred had the acquisition occurred as presented. In addition, future results may vary significantly from the results reflected in such pro forma information.

v3.23.3
Note 3 - Revenue Recognition
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

(3)

Revenue Recognition

 

The Company recognizes revenue when a customer obtains control of a promised good or service. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for promised goods or services. The Company recognizes revenue in accordance with the core principles of ASC 606 which include (1) identifying the contract with a customer, (2) identifying separate performance obligations within the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations, and (5) recognizing revenue. The Company recognizes all but an immaterial portion of its product sales upon shipment. The Company recognizes revenue from the sale of tooling and machinery primarily upon customer acceptance. The Company recognizes revenue from engineering services, which are primarily product development services, as the services are performed or as otherwise determined based on the substance of the agreement. The Company recognizes revenue from bill and hold transactions at the time the specified goods are complete and available to the customer. In the ordinary course of business, the Company accepts sales returns from customers for defective goods, such amounts being immaterial. Although only applicable to an insignificant number of transactions, the Company has elected to exclude sales taxes from the transaction price. The Company has elected to account for shipping and handling activities for which the Company is responsible under the terms and conditions of the sale not as performance obligations but rather as fulfillment costs. These activities are required to fulfill the Company’s promise to transfer the goods and are expensed when revenue is recognized.

 

Disaggregated Revenue

 

The following table presents the Company’s revenue disaggregated by the major types of goods and services sold to the Company’s customers (in thousands):

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

Net sales of:

 

2023

   

2022

   

2023

   

2022

 

Products

  $ 98,261     $ 92,860     $ 291,612     $ 251,996  

Tooling and Machinery

    1,431       2,659       2,985       5,984  

Engineering services

    1,092       1,451       3,978       4,575  

Total net sales

  $ 100,784     $ 96,970     $ 298,575     $ 262,555  

 

Contract balances

 

The timing of revenue recognition may differ from the timing of invoicing to customers. When invoicing occurs prior to revenue recognition, the Company has contract liabilities included within “deferred revenue” on the condensed consolidated balance sheets.

 

The following table presents a roll-forward of contract liabilities activity for the nine-month periods ended September 30, 2023 and 2022 (in thousands):

 

   

Contract Liabilities

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Deferred revenue - beginning of period

  $ 4,679     $ 4,247  

Increases due to consideration received from customers

    3,169       4,836  

Revenue recognized

    (4,034 )     (4,335 )

Decrease due to sale of Molded Fiber

    -       (575 )

Deferred revenue - end of period

  $ 3,814     $ 4,173  

 

Revenue recognized during the nine month periods ended September 30, 2023 and 2022 from amounts included in deferred revenue at the beginning of the period were approximately $2.4 million and $2.2 million, respectively.

 

When invoicing occurs after revenue recognition, the Company has contract assets, included within “receivables” on the condensed consolidated balance sheet.

 

The following table presents a roll-forward of contract assets activity for the nine-month periods ended September 30, 2023 and 2022 (in thousands):

 

   

Contract Assets

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Unbilled receivables - beginning of period

  $ 270     $ 74  

Increases due to revenue recognized, not invoiced to customers

    2,898       3,065  

Decreases due to customer invoicing

    (3,020 )     (2,429 )

Unbilled receivables - end of period

  $ 148     $ 710  

 

v3.23.3
Note 4 - Supplemental Cash Flow Information
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Cash Flow, Supplemental Disclosures [Text Block]

(4)

Supplemental Cash Flow Information

 

Supplemental cash flow information consists of the following (in thousands):

 

   

Nine Months Ended

 
   

September 30,

 
   

2023

   

2022

 

Cash paid for:

               

Interest

  $ 2,838     $ 1,869  

Income taxes, net of refunds

    10,174       12,315  
                 

Non-cash investing and financing activities:

               

Capital additions accrued but not yet paid

  $ 185     $ 133  

Operating lease right of use asset

    2,492       289  

Operating lease liabilities

    (2,548 )     (289 )

 

v3.23.3
Note 5 - Receivables and Allowance for Credit Losses
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

(5)

Receivables and Allowance for Credit Losses

 

Receivables consist of the following (in thousands):

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Accounts receivable–trade

  $ 61,694     $ 55,850  

Less allowance for credit losses

    (726 )     (733 )

Receivables, net

  $ 60,968     $ 55,117  

 

 

 

The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. Estimates based on an assessment of anticipated payment and all other historical, current, and future information that is reasonably available are used to determine the allowance.

 

The following table provides a roll-forward of the allowance for credit losses that is deducted from accounts receivable to present the net amount expected to be collected as of September 30, 2023 and 2022 (in thousands):

 

   

Allowance for Credit
Losses

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Allowance - beginning of period

  $ 733     $ 519  

Provision (adjustment) for expected credit losses

    (5 )     275  

Amounts written off against the allowance

    (11 )     (53 )

Recoveries

    9       -  

Allowance - end of period

  $ 726     $ 741  

 

v3.23.3
Note 6 - Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

(6)

Fair Value of Financial Instruments

 

Financial instruments recorded at fair value in the consolidated balance sheets, or disclosed at fair value in the footnotes, are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels defined by ASC 820, Fair Value Measurements and Disclosures, and directly related to the amount of subjectivity associated with inputs to fair valuation of these assets and liabilities, are as follows:

 

Level 1

Valued based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2

Valued based on either directly or indirectly observable prices for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

 

Level 3

Valued based on management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

 

The following table presents the fair value and hierarchy levels, for financial assets that are measured at fair value on a recurring basis (in thousands):

 

  

September 30, 2023

  

December 31, 2022

 

Level 3

        

Purchase price contingent consideration:

        

Accrued contingent consideration (earn-out)

 $12,857  $14,568 

Present value of non-competition payments

  8,489   10,043 

 

In connection with the acquisition of 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 DAS Medical acquisition are up to $20 million. The Company paid $5 million during the second quarter of 2023. 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 $9.7 million and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in this calculation were managements 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. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The fair value of the liability for the contingent consideration payments recognized at September 30, 2023 totaled approximately $12.9 million. The change in fair value of contingent consideration for the acquisition is included in change in fair value of contingent consideration in the condensed consolidated statements of comprehensive income.

 

Also in connection with the DAS Medical and Advant Medical acquisitions, the Company has entered into Non-Competition Agreements with the beneficiaries (certain previous owners of DAS and Advant) and the Company has agreed to pay additional consideration to the parties to the Non-Competition Agreements, including an aggregate of $10.0 million in payments over the ten years following the closing of the DAS Medical acquisition for the 10-year noncompetition covenants of certain key owners. The present value of the Non-Competition Agreements totaled approximately $8.5 million. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period.

 

The Company has financial instruments, such as accounts receivable, accounts payable, and accrued expenses, that are stated at carrying amounts that approximate fair value because of the short maturity of those instruments. The carrying amount of the Company’s long-term debt approximates fair value as the interest rate on the debt approximates the estimated borrowing rate currently available to the Company.

v3.23.3
Note 7 - Share-based Compensation
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

(7)

Share-Based Compensation

 

Share-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant).

 

The Company issues share-based awards through several plans that are described in detail in the notes to the consolidated financial statements for the year ended December 31, 2022. The compensation cost charged against income for those plans is included in selling, general & administrative expenses as follows (in thousands):

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

Share-based compensation related to:

 

2023

   

2022

   

2023

   

2022

 

Common stock grants

  $ 100     $ 100     $ 300     $ 300  

Stock option grants

    112       75       320       188  

Restricted Stock Unit Awards ("RSUs")

    985       722       2,830       1,882  

Total share-based compensation

  $ 1,197     $ 897     $ 3,450     $ 2,370  

 

The total income tax benefit recognized in the condensed consolidated statements of comprehensive income for share-based compensation arrangements was approximately $310 thousand and $485 thousand for the three-month periods ended September 30, 2023 and 2022, respectively, and approximately $1.9 million and $608 thousand for the nine-month periods ended September 30, 2023 and 2022, respectively.

 

Common stock grants

 

The compensation expense for common stock grants during the nine-month period ended September 30, 2023, was determined based on an approved fixed dollar amount with the number of shares to be determined on the date of issuance.

 

Stock Option grants

 

The following is a summary of stock option activity under all plans for the nine-month period ended September 30, 2023:

 

   

Shares
Under
Options

   

Weighted
Average
Exercise Price

(per share)

   

Weighted
Average
Remaining
Contractual
Life

(in years)

   

Aggregate
Intrinsic
Value

(in thousands)

 

Outstanding at December 31, 2022

    92,075     $ 39.98                  

Granted

    12,153       131.13                  

Exercised

    (25,740 )     30.67                  

Outstanding at September 30, 2023

    78,488     $ 57.14       5.81     $ 8,214  

Exercisable at September 30, 2023

    66,335     $ 43.59       5.73     $ 7,818  

Vested and expected to vest
at September 30, 2023

    78,488     $ 57.14     $ 5.81     $ 8,214  

 

On June 7, 2023, the Company granted options to its directors for the purchase of 4,215 shares of the Company’s common stock at that day’s closing price of $167.98. On February 14, 2023, the Company granted options to its President and Chief Executive Officer for the purchase of 7,935 shares of common stock at that day’s closing price of $111.54. The compensation expense related to these grants was determined as the fair value of the options using the Black-Scholes option pricing model based on the following assumptions:

 

Expected volatility

36.6% / 40.6%

Expected dividends

None

Risk-free interest rate

3.6% / 3.9%

Exercise price

$111.54 / $167.98

Expected term

6.2 / 6.8 years

Weighted-average grant date fair value

$37.81 / $71.17

 

The stock volatility for each grant is determined based on a review of the experience of the weighted average of historical daily price changes of the Company’s common stock over the expected option term, and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The expected term is estimated based on historical option exercise activity.

 

During the nine-month period ended September 30, 2023 and 2022, the total intrinsic value of all options exercised was approximately $3.0 million and $1.1 million, respectively, and the total amount of consideration received by the Company from the exercised options was approximately $789 thousand and $367 thousand, respectively. At its discretion, the Company allows option holders to surrender previously owned common stock in lieu of paying the exercise price and withholding taxes. During the nine-month period ended September 30, 2023, 861 shares were surrendered at an average market price of $127.05. During the nine-month period ended September 30, 2022, 1,876 shares were surrendered at an average market price of $95.82.

 

RSUs

 

The following table summarizes information about RSU activity during the nine-month period ended September 30, 2023:

 

   

Restricted
Stock Units

   

Weighted Average
Grant Date
Fair Value

 

Non-vested RSUs outstanding at December 31, 2022

    102,048     $ 56.02  

Awarded

    46,050       113.91  

Shares vested

    (52,126 )     55.17  

Shares forfeited

    (99 )     97.61  

Non-vested RSUs outstanding at September 30, 2023

    95,873     $ 55.90  

 

At the Company’s discretion, upon vesting, RSU holders are given the option to net-share settle to cover the required minimum withholding tax, and the remaining amount is converted into the equivalent number of common shares and issued to the RSU holder. During the nine-month period ended September 30, 2023 and 2022, 20,457 and 19,425 shares were surrendered at an average market price of $117.95 and $67.05, respectively.

 

As of September 30, 2023, the Company had approximately $6.4 million of unrecognized compensation expense that is expected to be recognized over a period of approximately 2.5 years.

v3.23.3
Note 8 - Inventories
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Inventory Disclosure [Text Block]

(8)

Inventories

 

Inventories are stated at the lower of cost (determined using the first-in, first-out method) or net realizable value, and consist of the following at the stated dates (in thousands):

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Raw materials

  $ 49,809     $ 42,475  

Work in process

    9,275       4,183  

Finished goods

    10,693       6,878  

Total inventory

  $ 69,777     $ 53,536  

 

v3.23.3
Note 9 - Property, Plant and Equipment
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

(9)

Property, Plant and Equipment

 

Property, plant, and equipment consist of the following (in thousands):

 

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Land and improvements

  $ 4,802     $ 4,811  

Buildings and improvements

    34,625       34,446  

Leasehold improvements

    8,107       5,503  

Machinery & equipment

    57,993       52,233  

Furniture, fixtures, computers & software

    7,071       6,401  

Construction in progress

    5,545       7,272  

Property, plant and equipment

  $ 118,143     $ 110,666  

Accumulated depreciation and amortization

    (57,456 )     (52,594 )

Net property, plant and equipment

  $ 60,687     $ 58,072  

 

v3.23.3
Note 10 - Leases
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Lessee, Operating and Finance Leases [Text Block]

(10)

Leases

 

The Company has operating and finance leases for offices, manufacturing plants, vehicles and certain office and manufacturing equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the right of use (“ROU”) assets or lease liabilities. These are expensed as incurred and recorded as variable lease expense. The Company determines if an arrangement is a lease at the inception of a contract. Operating and finance lease ROU assets and operating and finance lease liabilities are stated separately in the condensed consolidated balance sheet. 

 

ROU assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments pursuant to the lease.  ROU assets and lease liabilities are recognized at commencement date based on the net present value of fixed lease payments over the lease term.  The Company's assumed lease term includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option.  ROU assets are also adjusted for any deferred or accrued rent. As the Company's leases do not typically provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

 

ROU assets and lease liabilities consist of the following (in thousands):

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Operating lease ROU assets

  $ 14,059     $ 12,942  

Finance lease ROU assets

    166       211  

Total ROU assets

  $ 14,225     $ 13,153  

Operating lease liabilities, current

  $ 3,103     $ 2,458  

Finance lease liabilities, current

    60       59  

Total lease liabilities, current

  $ 3,163     $ 2,517  

Operating lease liabilities, long-term

  $ 11,353     $ 10,695  

Finance lease liabilities, long-term

    111       156  

Total lease liabilities, long-term

  $ 11,464     $ 10,851  

 

 

   

Nine Months Ended

 
   

September 30,

 
   

($ in thousands)

 
   

2023

   

2022

 

Lease Cost:

               

Finance lease cost:

               

Amortization of right of use assets

  $ 45     $ 45  

Interest on lease liabilities

    3       4  

Operating lease cost

    2,304       1,962  

Variable lease cost

    240       228  

Short-term lease cost

    38       49  

Total lease cost

  $ 2,630     $ 2,288  

 

 

   

Nine Months Ended

 
   

September 30,

 
   

($ in thousands)

 
   

2023

   

2022

 

Cash paid for amounts included in measurement of lease liabilities:

               

Operating cash flows from operating leases

  $ 2,197     $ 1,839  

Financing cash flows from finance leases

    47       47  
                 

Weighted-average remaining lease term (years):

               

Finance

    2.79       3.79  

Operating

    4.57       3.88  

Weighted-average discount rate:

               

Finance

    2.10 %     2.10 %

Operating

    3.42 %     2.75 %

 

The aggregate future lease payments for leases as of September 30, 2023 are as follows (in thousands):

 

   

Operating

   

Finance

 

Remainder of 2023

  $ 775     $ 16  

2024

    3,183       63  

2025

    3,024       63  

2026

    2,660       28  

2027

    2,302       6  

Thereafter

    4,019       -  

Total lease payments

    15,963       176  

Less: Interest

    (1,507 )     (5 )

Present value of lease liabilities

  $ 14,456     $ 171  

 

v3.23.3
Note 11 - Income Per Share
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Earnings Per Share [Text Block]

(11)

Income Per Share

 

Basic income per share is based on the weighted average number of shares of common stock outstanding. Diluted income per share is based upon the weighted average number of common shares outstanding and dilutive common stock equivalent shares outstanding during each period.

 

The weighted average number of shares used to compute basic and diluted net income per share consisted of the following (in thousands):

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Basic weighted average common shares outstanding

  7,639   7,570   7,619   7,559 

Weighted average common equivalent shares due to restricted stock, stock options and RSUs

  70   68   78   70 

Diluted weighted average common shares outstanding

  7,709   7,638   7,697   7,629 

 

The computation of diluted earnings per share excludes the effect of the potential exercise of stock awards, including stock options, when the average market price of the common stock is lower than the exercise price of the related stock options during the period. These outstanding stock options are not included in the computation of diluted income per share because the effect would be antidilutive. For the three- and nine-month period ended September 30, 2023, the number of stock options excluded from the computation of diluted earnings per share for this reason was 4,218 and 12,153 respectively. For both the three- and nine-month periods ended September 30, 2022, the number of stock options excluded from the computation of diluted earnings per share for this reason was 9,876.

v3.23.3
Note 12 - Segment Reporting
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

(12)

Segment Reporting

 

The Company consists of a single operating and reportable segment.

 

Revenues shipped to customers outside of the United States comprised approximately 15.4% and 16.8% for the three- and nine-month periods ended September 30, 2023, respectively. Revenues shipped to customers outside of the United States comprised approximately 18.0% and 16.0% for the three- and nine-month periods ended September, 2022, respectively.

 

One customer comprised 30.3% and 24.7% of the Company’s consolidated revenues for the three- and nine-month periods ended September 30, 2023, respectively. One customer comprised 25.1% and 20.5% of the Company’s consolidated revenues for the three- and nine-month periods ended September 30, 2022, respectively.

 

At September 30, 2023, two customers represented approximately 17.9% and 10.5%, respectively, of gross accounts receivable. At December 31, 2022, one customer represented approximately 10.5% of gross accounts receivable.

 

Approximately 16.5% and 17.0% of all long-lived assets are located outside of the United States at September 30, 2023 and December 31, 2022, respectively.

 

The Company’s products are primarily sold to customers within the Medical, Aerospace & Defense, Automotive, and Industrial/Other markets. Net sales by market for the three- and nine-month periods ended September 30, 2023 and 2022 are as follows (in thousands):

 

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Market

 

Net Sales

  

%

  

Net Sales

  

%

  

Net Sales

  

%

  

Net Sales

  

%

 
                                 

Medical

 $87,127   86.5% $81,591   84.2% $257,092   86.1% $208,464   79.4%

Aerospace & Defense

  4,377   4.3%  3,590   3.7%  12,828   4.3%  11,097   4.2%

Automotive

  4,378   4.3%  4,681   4.8%  12,821   4.3%  13,383   5.1%

Industrial / Other

  4,902   4.9%  7,108   7.3%  15,834   5.3%  29,611   11.3%

Net Sales

 $100,784   100.0% $96,970   100.0% $298,575   100.0% $262,555   100.0%

 

v3.23.3
Note 13 - Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Intangible Assets Disclosure [Text Block]

(13)

Goodwill and Other Intangible Assets

 

The change in the carrying amount of goodwill for the nine months ended September 30, 2023 was as follows (in thousands):

 

   

Goodwill

 
         

December 31, 2022

  $ 113,028  

Foreign currency translation

    (60 )

September 30, 2023

  $ 112,968  

 

 

The carrying values of the Company’s definite lived intangible assets as of September 30, 2023 are as follows (in thousands):

 

   

Intellectual
Property /

Tradename
& Brand

   

Non-
Compete

   

Customer
List

   

Total

 

Weighted-average amortization period (years)

 

11.9

   

9.3

   

20

         

Gross amount

  $ 7,046     $ 5,495     $ 65,149     $ 77,690  

Accumulated amortization

    (1,170 )     (1,392 )     (10,108 )     (12,670 )

Net balance

  $ 5,876     $ 4,103     $ 55,041     $ 65,020  

 

Amortization expense related to intangible assets was approximately $1.0 million and $1.1 million, respectively, for the three-month periods ended September 30, 2023 and 2022, and $3.1 million and $3.3 million, respectively, for the nine-month periods ended September 30, 2023 and 2022. The estimated remaining amortization expense as of September 30, 2023 is as follows (in thousands):

 

Remainder of 2023

  $ 1,100  

2024

    4,401  

2025

    4,401  

2026

    4,399  

2027

    4,397  

2028

    4,350  

Thereafter

    41,972  

Total

  $ 65,020  

 

v3.23.3
Note 14 - Other Long-term Liabilities
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Other Liabilities Disclosure [Text Block]

(14)

Other Long-Term Liabilities

 

Other long-term liabilities consist of the following (in thousands):

 

   

September 30,

   

December 31,

 
   

2023

   

2022

 

Accrued contingent consideration (earn-out)

  $ 7,857     $ 9,568  

Present value of non-competition payments

    6,683       8,155  

Other

    500       497  
    $ 15,040     $ 18,220  

 

v3.23.3
Note 15 - Income Tax
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

(15)

Income Taxes

 

The determination of income tax expense in the accompanying unaudited condensed consolidated statements of income is based upon the estimated effective tax rate for the year, adjusted for the impact of any discrete items which are accounted for in the period in which they occur. The Company recorded income tax expense of approximately 17.3% and 22.6% of income before income tax expense for the three-month periods ended September 30, 2023 and 2022, respectively. The Company recorded income tax expense of approximately 20.7% and 22.4% of income before income tax expense for the nine-month periods ended September 30, 2023 and 2022, respectively. The Company has recorded offsetting discrete tax adjustments, for the nine-month periods ended September 30, 2023, related to windfall tax benefits on stock-based compensation agreements, tax benefits related to federal tax amendments, and increase in tax reserves for R&D credits taken in prior years. The effective tax rate anticipated for the year differs from the federal statutory rate of 21% due to favorable rates in foreign countries, federal deductions available for certain exported goods and anticipated federal credits, offset by state income taxes and disallowed compensation under section 162M.

v3.23.3
Note 16 - Indebtedness
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Debt Disclosure [Text Block]

(16)

Indebtedness

 

On  December 22, 2021, the Company, as the borrower, entered into a secured $130 million Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) with certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) and Bank of America, N.A., in its capacity as the initial lender, Administrative Agent, Swingline Lender and L/C Issuer, and certain other lenders from time-to-time party thereto. The Second Amended and Restated Credit Agreement amends and restates the Company’s prior credit agreement, originally dated as of  February 1, 2018.

 

The credit facilities under the Second Amended and Restated Credit Agreement consist of a $40 million secured term loan to the Company and a secured revolving credit facility, under which the Company  may borrow up to $90 million. The Second Amended and Restated Credit Agreement matures on  December 21, 2026. The secured term loam requires quarterly principal payments of $1,000,000 which commenced on  March 31, 2022. The proceeds of the Second Amended and Restated Credit Agreement  may be used for general corporate purposes, including funding certain permitted acquisitions. The Company’s obligations under the Second Amended and Restated Credit Agreement are guaranteed by Subsidiary Guarantors.

 

The Second Amended and Restated Credit Agreement calls for interest determined by the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus a margin that ranges from 1.25% to 2.0% or, at the discretion of the Company, the bank’s prime rate less a margin that ranges from .25% to zero. In both cases the applicable margin is dependent upon Company performance. Under the Second Amended and Restated Credit Agreement, the Company is subject to a minimum fixed-charge coverage financial covenant as well as a maximum total funded debt to EBITDA financial covenant. The Second Amended and Restated Credit Agreement contains other covenants customary for transactions of this type, including restrictions on certain payments, permitted indebtedness, and permitted investments.

 

At  September 30, 2023, the Company had approximately $43 million in borrowings outstanding under the Second Amended and Restated Credit Agreement, which were used as partial consideration for the DAS Medical and Advant acquisitions, 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  September 30, 2023, the applicable interest rate was approximately 6.6% and the Company was in compliance with all covenants under the Second Amended and Restated Credit Agreement.

 

Long-term debt consists of the following (in thousands):

 

   

September 30, 2023

 

Revolving credit facility

  $ 10,000  

Term loan

    33,000  

Total long-term debt

    43,000  

Current portion

    (4,000 )

Long-term debt, excluding current portion

  $ 39,000  

 

Future maturities of long-term debt at September 30, 2023 are as follows (in thousands):

 

   

Term Loan

   

Revolving
credit facility

   

Total

 

Remainder of 2023

  $ 1,000     $ -     $ 1,000  

2024

    4,000       -       4,000  

2025

    4,000       -       4,000  

2026

    24,000       10,000       34,000  
    $ 33,000     $ 10,000     $ 43,000  

 

v3.23.3
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

ITEM 5:

OTHER INFORMATION

 

Insider Trading Arrangements and Policies

 

During the third quarter of 2023, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of regulation S-K)

Rule 10b5-1 Arrangement Adopted [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
v3.23.3
Note 2 - Acquisition and Divestiture (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Fair value of considerations transferred

       

Cash paid at closing

  $ 23,608  

Other liability

    395  

Cash from Advant

    (2,840 )

Total consideration

  $ 21,163  
         

Purchase price allocation

       

Accounts receivable

  $ 2,299  

Inventory

    2,410  

Other current assets

    213  

Property, plant, and equipment

    5,704  

Customer contracts & relationships

    2,925  

Intellectual property

    2,127  

Non-compete agreement

    259  

Lease right of use assets

    289  

Other assets

    41  

Goodwill

    7,140  

Total identifiable assets

  $ 23,407  

Accounts payable

    (772 )

Accrued expenses

    (668 )

Income taxes

    (66 )

Deferred taxes

    (449 )

Lease liabilities

    (289 )

Net assets acquired

  $ 21,163  
Business Acquisition, Pro Forma Information [Table Text Block]
   

Nine-month Period Ended

 
   

September 30, 2022

 
   

(Unaudited)

 

Sales

  $ 266,782  

Operating income

  $ 45,268  

Net income

  $ 33,881  

Earnings per share:

       

Basic

  $ 4.48  

Diluted

  $ 4.44  
v3.23.3
Note 3 - Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Disaggregation of Revenue [Table Text Block]
   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

Net sales of:

 

2023

   

2022

   

2023

   

2022

 

Products

  $ 98,261     $ 92,860     $ 291,612     $ 251,996  

Tooling and Machinery

    1,431       2,659       2,985       5,984  

Engineering services

    1,092       1,451       3,978       4,575  

Total net sales

  $ 100,784     $ 96,970     $ 298,575     $ 262,555  
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
   

Contract Liabilities

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Deferred revenue - beginning of period

  $ 4,679     $ 4,247  

Increases due to consideration received from customers

    3,169       4,836  

Revenue recognized

    (4,034 )     (4,335 )

Decrease due to sale of Molded Fiber

    -       (575 )

Deferred revenue - end of period

  $ 3,814     $ 4,173  
   

Contract Assets

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Unbilled receivables - beginning of period

  $ 270     $ 74  

Increases due to revenue recognized, not invoiced to customers

    2,898       3,065  

Decreases due to customer invoicing

    (3,020 )     (2,429 )

Unbilled receivables - end of period

  $ 148     $ 710  
v3.23.3
Note 4 - Supplemental Cash Flow Information (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]
   

Nine Months Ended

 
   

September 30,

 
   

2023

   

2022

 

Cash paid for:

               

Interest

  $ 2,838     $ 1,869  

Income taxes, net of refunds

    10,174       12,315  
                 

Non-cash investing and financing activities:

               

Capital additions accrued but not yet paid

  $ 185     $ 133  

Operating lease right of use asset

    2,492       289  

Operating lease liabilities

    (2,548 )     (289 )
v3.23.3
Note 5 - Receivables and Allowance for Credit Losses (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
   

September 30,

   

December 31,

 
   

2023

   

2022

 

Accounts receivable–trade

  $ 61,694     $ 55,850  

Less allowance for credit losses

    (726 )     (733 )

Receivables, net

  $ 60,968     $ 55,117  
Accounts Receivable, Allowance for Credit Loss [Table Text Block]
   

Allowance for Credit
Losses

 
   

Nine Months Ended
September 30,

 
   

2023

   

2022

 

Allowance - beginning of period

  $ 733     $ 519  

Provision (adjustment) for expected credit losses

    (5 )     275  

Amounts written off against the allowance

    (11 )     (53 )

Recoveries

    9       -  

Allowance - end of period

  $ 726     $ 741  
v3.23.3
Note 6 - Fair Value of Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Fair Value, Assets Measured on Recurring Basis [Table Text Block]
  

September 30, 2023

  

December 31, 2022

 

Level 3

        

Purchase price contingent consideration:

        

Accrued contingent consideration (earn-out)

 $12,857  $14,568 

Present value of non-competition payments

  8,489   10,043 
v3.23.3
Note 7 - Share-based Compensation (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs, By Award Type [Table Text Block]
   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

Share-based compensation related to:

 

2023

   

2022

   

2023

   

2022

 

Common stock grants

  $ 100     $ 100     $ 300     $ 300  

Stock option grants

    112       75       320       188  

Restricted Stock Unit Awards ("RSUs")

    985       722       2,830       1,882  

Total share-based compensation

  $ 1,197     $ 897     $ 3,450     $ 2,370  
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
   

Shares
Under
Options

   

Weighted
Average
Exercise Price

(per share)

   

Weighted
Average
Remaining
Contractual
Life

(in years)

   

Aggregate
Intrinsic
Value

(in thousands)

 

Outstanding at December 31, 2022

    92,075     $ 39.98                  

Granted

    12,153       131.13                  

Exercised

    (25,740 )     30.67                  

Outstanding at September 30, 2023

    78,488     $ 57.14       5.81     $ 8,214  

Exercisable at September 30, 2023

    66,335     $ 43.59       5.73     $ 7,818  

Vested and expected to vest
at September 30, 2023

    78,488     $ 57.14     $ 5.81     $ 8,214  
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Expected volatility

36.6% / 40.6%

Expected dividends

None

Risk-free interest rate

3.6% / 3.9%

Exercise price

$111.54 / $167.98

Expected term

6.2 / 6.8 years

Weighted-average grant date fair value

$37.81 / $71.17

Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]
   

Restricted
Stock Units

   

Weighted Average
Grant Date
Fair Value

 

Non-vested RSUs outstanding at December 31, 2022

    102,048     $ 56.02  

Awarded

    46,050       113.91  

Shares vested

    (52,126 )     55.17  

Shares forfeited

    (99 )     97.61  

Non-vested RSUs outstanding at September 30, 2023

    95,873     $ 55.90  
v3.23.3
Note 8 - Inventories (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
   

September 30,

   

December 31,

 
   

2023

   

2022

 

Raw materials

  $ 49,809     $ 42,475  

Work in process

    9,275       4,183  

Finished goods

    10,693       6,878  

Total inventory

  $ 69,777     $ 53,536  
v3.23.3
Note 9 - Property, Plant and Equipment (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Property, Plant and Equipment [Table Text Block]
   

September 30,

   

December 31,

 
   

2023

   

2022

 

Land and improvements

  $ 4,802     $ 4,811  

Buildings and improvements

    34,625       34,446  

Leasehold improvements

    8,107       5,503  

Machinery & equipment

    57,993       52,233  

Furniture, fixtures, computers & software

    7,071       6,401  

Construction in progress

    5,545       7,272  

Property, plant and equipment

  $ 118,143     $ 110,666  

Accumulated depreciation and amortization

    (57,456 )     (52,594 )

Net property, plant and equipment

  $ 60,687     $ 58,072  
v3.23.3
Note 10 - Leases (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Leases, Right-of-Use Assets and Liabilities [Table Text block]
   

September 30,

   

December 31,

 
   

2023

   

2022

 

Operating lease ROU assets

  $ 14,059     $ 12,942  

Finance lease ROU assets

    166       211  

Total ROU assets

  $ 14,225     $ 13,153  

Operating lease liabilities, current

  $ 3,103     $ 2,458  

Finance lease liabilities, current

    60       59  

Total lease liabilities, current

  $ 3,163     $ 2,517  

Operating lease liabilities, long-term

  $ 11,353     $ 10,695  

Finance lease liabilities, long-term

    111       156  

Total lease liabilities, long-term

  $ 11,464     $ 10,851  
Lease, Cost [Table Text Block]
   

Nine Months Ended

 
   

September 30,

 
   

($ in thousands)

 
   

2023

   

2022

 

Lease Cost:

               

Finance lease cost:

               

Amortization of right of use assets

  $ 45     $ 45  

Interest on lease liabilities

    3       4  

Operating lease cost

    2,304       1,962  

Variable lease cost

    240       228  

Short-term lease cost

    38       49  

Total lease cost

  $ 2,630     $ 2,288  
   

Nine Months Ended

 
   

September 30,

 
   

($ in thousands)

 
   

2023

   

2022

 

Cash paid for amounts included in measurement of lease liabilities:

               

Operating cash flows from operating leases

  $ 2,197     $ 1,839  

Financing cash flows from finance leases

    47       47  
                 

Weighted-average remaining lease term (years):

               

Finance

    2.79       3.79  

Operating

    4.57       3.88  

Weighted-average discount rate:

               

Finance

    2.10 %     2.10 %

Operating

    3.42 %     2.75 %
Lessee, Operating and Finance Leases, Liability, Maturity [Table Text Block]
   

Operating

   

Finance

 

Remainder of 2023

  $ 775     $ 16  

2024

    3,183       63  

2025

    3,024       63  

2026

    2,660       28  

2027

    2,302       6  

Thereafter

    4,019       -  

Total lease payments

    15,963       176  

Less: Interest

    (1,507 )     (5 )

Present value of lease liabilities

  $ 14,456     $ 171  
v3.23.3
Note 11 - Income Per Share (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Weighted Average Number of Shares [Table Text Block]
  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Basic weighted average common shares outstanding

  7,639   7,570   7,619   7,559 

Weighted average common equivalent shares due to restricted stock, stock options and RSUs

  70   68   78   70 

Diluted weighted average common shares outstanding

  7,709   7,638   7,697   7,629 
v3.23.3
Note 12 - Segment Reporting (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Market

 

Net Sales

  

%

  

Net Sales

  

%

  

Net Sales

  

%

  

Net Sales

  

%

 
                                 

Medical

 $87,127   86.5% $81,591   84.2% $257,092   86.1% $208,464   79.4%

Aerospace & Defense

  4,377   4.3%  3,590   3.7%  12,828   4.3%  11,097   4.2%

Automotive

  4,378   4.3%  4,681   4.8%  12,821   4.3%  13,383   5.1%

Industrial / Other

  4,902   4.9%  7,108   7.3%  15,834   5.3%  29,611   11.3%

Net Sales

 $100,784   100.0% $96,970   100.0% $298,575   100.0% $262,555   100.0%
v3.23.3
Note 13 - Goodwill and Other Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Goodwill [Table Text Block]
   

Goodwill

 
         

December 31, 2022

  $ 113,028  

Foreign currency translation

    (60 )

September 30, 2023

  $ 112,968  
Schedule of Finite-Lived Intangible Assets [Table Text Block]
   

Intellectual
Property /

Tradename
& Brand

   

Non-
Compete

   

Customer
List

   

Total

 

Weighted-average amortization period (years)

 

11.9

   

9.3

   

20

         

Gross amount

  $ 7,046     $ 5,495     $ 65,149     $ 77,690  

Accumulated amortization

    (1,170 )     (1,392 )     (10,108 )     (12,670 )

Net balance

  $ 5,876     $ 4,103     $ 55,041     $ 65,020  
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Remainder of 2023

  $ 1,100  

2024

    4,401  

2025

    4,401  

2026

    4,399  

2027

    4,397  

2028

    4,350  

Thereafter

    41,972  

Total

  $ 65,020  
v3.23.3
Note 14 - Other Long-term Liabilities (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Other Noncurrent Liabilities [Table Text Block]
   

September 30,

   

December 31,

 
   

2023

   

2022

 

Accrued contingent consideration (earn-out)

  $ 7,857     $ 9,568  

Present value of non-competition payments

    6,683       8,155  

Other

    500       497  
    $ 15,040     $ 18,220  
v3.23.3
Note 16 - Indebtedness (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Debt [Table Text Block]
   

September 30, 2023

 

Revolving credit facility

  $ 10,000  

Term loan

    33,000  

Total long-term debt

    43,000  

Current portion

    (4,000 )

Long-term debt, excluding current portion

  $ 39,000  
Schedule of Maturities of Long-Term Debt [Table Text Block]
   

Term Loan

   

Revolving
credit facility

   

Total

 

Remainder of 2023

  $ 1,000     $ -     $ 1,000  

2024

    4,000       -       4,000  

2025

    4,000       -       4,000  

2026

    24,000       10,000       34,000  
    $ 33,000     $ 10,000     $ 43,000  
v3.23.3
Note 2 - Acquisition and Divestiture (Details Textual)
$ in Thousands, € in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Mar. 17, 2022
USD ($)
Mar. 16, 2022
USD ($)
Mar. 16, 2022
EUR (€)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Jul. 26, 2022
USD ($)
Gain (Loss) on Disposition of Business       $ (0) $ 15,623 $ (0) $ 15,623      
Business Combination, Acquisition Related Costs       $ 0 10 0 1,027      
Advant Medical [Member]                    
Business Acquisition, Percentage of Voting Interests Acquired   100.00% 100.00%              
Payments to Acquire Businesses, Net of Cash Acquired, Total     € 19     (0) 20,768      
Payments to Acquire Businesses, Gross $ 23,608 $ 21,200                
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual         13,600          
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual         1,800          
DAS Medical [Member]                    
Payments to Acquire Businesses, Net of Cash Acquired, Total           $ (0) (115)      
Business Combination, Acquisition Related Costs         $ 789   $ 759   $ 30  
molded fiber business (“MFT”) and related real estate in Iowa [Member]                    
Disposal Group, Including Discontinued Operation, Consideration                   $ 31,500
Disposal Group, Including Discontinued Operation, Assets, Noncurrent, Total                   15,400
Gain (Loss) on Disposition of Business               $ 15,700    
Disposal Group, Including Discontinued Operation, Consideration, Held in Escrow                   $ 2,600
v3.23.3
Note 2 - Acquisition and Divestiture - Assets Acquires and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Mar. 17, 2022
Mar. 16, 2022
Sep. 30, 2023
Dec. 31, 2022
Goodwill     $ 112,968 $ 113,028
Advant Medical [Member]        
Cash paid at closing $ 23,608 $ 21,200    
Other liability 395      
Cash from Advant (2,840)      
Total consideration 21,163      
Accounts receivable 2,299      
Inventory 2,410      
Other current assets 213      
Property, plant, and equipment 5,704      
Lease right of use assets 289      
Other assets 41      
Goodwill 7,140      
Total identifiable assets 23,407      
Accounts payable (772)      
Accrued expenses (668)      
Income taxes (66)      
Deferred taxes (449)      
Lease liabilities (289)      
Net assets acquired 21,163      
Advant Medical [Member] | Customer Contracts and Relationships [Member]        
Finite-Lived Intangibles 2,925      
Advant Medical [Member] | Intellectual Property [Member]        
Finite-Lived Intangibles 2,127      
Advant Medical [Member] | Noncompete Agreements [Member]        
Finite-Lived Intangibles $ 259      
v3.23.3
Note 2 - Acquisition and Divestiture - Pro Forma Information (Unaudited) (Details) - Advant Medical [Member]
$ / shares in Units, $ in Thousands
9 Months Ended
Sep. 30, 2022
USD ($)
$ / shares
Sales $ 266,782
Operating income 45,268
Net income $ 33,881
Basic (in dollars per share) | $ / shares $ 4.48
Diluted (in dollars per share) | $ / shares $ 4.44
v3.23.3
Note 3 - Revenue Recognition (Details Textual) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Deferred Revenue [Member]    
Contract with Customer, Liability, Revenue Recognized $ 2.4 $ 2.2
v3.23.3
Note 3 - Revenue Recognition - Revenue Disaggregated by the Major Types of Goods and Services Sold (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net sales $ 100,784 $ 96,970 $ 298,575 $ 262,555
Product [Member]        
Net sales 98,261 92,860 291,612 251,996
Tooling and Machinery [Member]        
Net sales 1,431 2,659 2,985 5,984
Engineering and Development [Member]        
Net sales $ 1,092 $ 1,451 $ 3,978 $ 4,575
v3.23.3
Note 3 - Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Deferred revenue $ 4,679 $ 4,247
Increases due to consideration received from customers 3,169 4,836
Revenue recognized (4,034) (4,335)
Decrease due to sale of Molded Fiber 0 (575)
Deferred revenue 3,814 4,173
Unbilled receivables - beginning of period 270 74
Increases due to revenue recognized, not invoiced to customers 2,898 3,065
Decreases due to customer invoicing (3,020) (2,429)
Unbilled receivables - end of period $ 148 $ 710
v3.23.3
Note 4 - Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash paid for:    
Interest $ 2,838 $ 1,869
Income taxes, net of refunds 10,174 12,315
Non-cash investing and financing activities:    
Capital additions accrued but not yet paid 185 133
Operating lease right of use asset 2,492 289
Operating lease liabilities $ (2,548) $ (289)
v3.23.3
Note 5 - Receivables and Allowance for Credit Losses - Receivables (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Accounts receivable–trade $ 61,694 $ 55,850
Less allowance for credit losses (726) (733)
Receivables, net $ 60,968 $ 55,117
v3.23.3
Note 5 - Receivables and Allowance for Credit Losses - Summary of Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Allowance - beginning of period $ 733 $ 519
Provision (adjustment) for expected credit losses (5) 275
Amounts written off against the allowance (11) (53)
Recoveries 9 0
Allowance - end of period $ 726 $ 741
v3.23.3
Note 6 - Fair Value of Financial Instruments (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2023
Dec. 31, 2022
Dec. 22, 2021
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Payment for Contingent Consideration Liability, Financing Activities             $ 5,000 $ (0)
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability       $ 238   $ 3,346 3,289 $ 9,348
Present Value of Non-competition Agreement       8,500     8,500  
Contech Medical, Inc and DAS Medical [Member]                
Business Combination, Consideration Transferred, Liabilities Incurred $ 20,000 $ 20,000            
Payment for Contingent Consideration Liability, Financing Activities         $ 5,000      
Business Combination, Contingent Consideration, Liability, Total       $ 9,700     9,700  
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability             $ 12,900  
DAS Medical [Member] | Non-Competition Agreements [Member]                
Payments to Acquire Businesses, Gross     $ 10,000          
Business Combination, Agreement Term (Year)     10 years          
v3.23.3
Note 6 - Fair Value of Financial Instruments - Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Present value of non-competition payments $ 8,500  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Accrued contingent consideration (earn-out) 12,857 $ 14,568
Present value of non-competition payments $ (8,489) $ (10,043)
v3.23.3
Note 7 - Share-based Compensation (Details Textual) - USD ($)
3 Months Ended 4 Months Ended 9 Months Ended
Jun. 07, 2023
Sep. 30, 2023
Sep. 30, 2022
Jun. 07, 2023
Sep. 30, 2023
Sep. 30, 2022
Share-Based Payment Arrangement, Expense, Tax Benefit   $ 310,000 $ 485,000   $ 1,900 $ 608,000
Proceeds from Stock Options Exercised         680,000 178,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount   $ 6,400,000     $ 6,400,000  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)         2 years 6 months  
Employee and Nonemployee Stock Option [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value         $ 3,000,000 1,100,000
Proceeds from Stock Options Exercised         $ 789,000 $ 367,000
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)         861 1,876
Shares Paid for Tax Withholding for Share Based Compensation Market Price (in dollars per share)         $ 127.05 $ 95.82
Restricted Stock Units (RSUs) [Member]            
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)         20,457 19,425
Shares Paid for Tax Withholding for Share Based Compensation Market Price (in dollars per share)         $ 117.95 $ 67.05
Director [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares) 4,215          
Share Price (in dollars per share) $ 167.98     $ 167.98    
President and Chief Executive Officer [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)       7,935    
Share Price (in dollars per share) $ 111.54     $ 111.54    
v3.23.3
Note 7 - Share-based Compensation - Compensation Cost (Details) - Selling, General and Administrative Expenses [Member] - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-based compensation $ 1,197 $ 897 $ 3,450 $ 2,370
Common Stock [Member]        
Share-based compensation 100 100 300 300
Employee and Nonemployee Stock Option [Member]        
Share-based compensation 112 75 320 188
Restricted Stock Units (RSUs) [Member]        
Share-based compensation $ 985 $ 722 $ 2,830 $ 1,882
v3.23.3
Note 7 - Share-based Compensation - Summary of Stock Option Activity (Details) - Employee and Nonemployee Stock Option [Member]
$ / shares in Units, $ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
$ / shares
shares
Outstanding, shares under options (in shares) | shares 92,075
Outstanding, weighted average exercise price (in dollars per share) | $ / shares $ 39.98
Granted, shares under options (in shares) | shares 12,153
Granted (in dollars per share) | $ / shares $ 131.13
Exercised, shares under options (in shares) | shares (25,740)
Granted, weighted average exercise price (in dollars per share) | $ / shares $ 30.67
Outstanding, shares under options (in shares) | shares 78,488
Outstanding, weighted average exercise price (in dollars per share) | $ / shares $ 57.14
Outstanding, weighted average remaining contractual life (Year) 5 years 9 months 21 days
Outstanding, aggregate intrinsic value | $ $ 8,214
Exercisable, shares under options (in shares) | shares 66,335
Exercisable, weighted average exercise price (in dollars per share) | $ / shares $ 43.59
Exercisable, weighted average remaining contractual life (Year) 5 years 8 months 23 days
Exercisable, aggregate intrinsic value | $ $ 7,818
Vested and expected to vest, shares under options (in shares) | shares 78,488
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ / shares $ 57.14
Vested and expected to vest, weighted average remaining contractual life (Year) 5 years 9 months 21 days
Vested and expected to vest, aggregate intrinsic value | $ $ 8,214
v3.23.3
Note 7 - Share-based Compensation - Black-Scholes Option Pricing Model (Details)
9 Months Ended
Sep. 30, 2023
$ / shares
Minimum [Member]  
Expected volatility 36.60%
Expected dividends 0.00%
Risk-free interest rate 3.60%
Exercise price (in dollars per share) $ 111.54
Expected term (Year) 6 years 2 months 12 days
Weighted-average grant date fair value (in dollars per share) $ 37.81
Maximum [Member]  
Expected volatility 40.60%
Expected dividends 0.00%
Risk-free interest rate 3.90%
Exercise price (in dollars per share) $ 167.98
Expected term (Year) 6 years 9 months 18 days
Weighted-average grant date fair value (in dollars per share) $ 71.17
v3.23.3
Note 7 - Share-based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member]
9 Months Ended
Sep. 30, 2023
$ / shares
shares
Outstanding, restricted stock units (in shares) | shares 102,048
Outstanding, weighted average award date fair value (in dollars per share) | $ / shares $ 56.02
Awarded, restricted stock units (in shares) | shares 46,050
Awarded, weighted average award date fair value (in dollars per share) | $ / shares $ 113.91
Shares vested, restricted stock units (in shares) | shares (52,126)
Shares vested, weighted average award date fair value (in dollars per share) | $ / shares $ 55.17
Shares forfeited, restricted stock units (in shares) | shares (99)
Shares forfeited, weighted average award date fair value (in dollars per share) | $ / shares $ 97.61
Outstanding, restricted stock units (in shares) | shares 95,873
Outstanding, weighted average award date fair value (in dollars per share) | $ / shares $ 55.9
v3.23.3
Note 8 - Inventories - Summary of Inventory (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Raw materials $ 49,809 $ 42,475
Work in process 9,275 4,183
Finished goods 10,693 6,878
Total inventory $ 69,777 $ 53,536
v3.23.3
Note 9 - Property, Plant and Equipment - Property, Plant, and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Property, plant, and equipment $ 118,143 $ 110,666
Accumulated depreciation and amortization (57,456) (52,594)
Net property, plant and equipment 60,687 58,072
Land and Land Improvements [Member]    
Property, plant, and equipment 4,802 4,811
Building and Building Improvements [Member]    
Property, plant, and equipment 34,625 34,446
Leasehold Improvements [Member]    
Property, plant, and equipment 8,107 5,503
Machinery and Equipment [Member]    
Property, plant, and equipment 57,993 52,233
Furniture, Fixtures, and Computers [Member]    
Property, plant, and equipment 7,071 6,401
Construction in Progress [Member]    
Property, plant, and equipment $ 5,545 $ 7,272
v3.23.3
Note 10 - Leases - Right-of-Use Assets and Lease Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Total ROU assets $ 14,225 $ 13,153
Total lease liabilities, current 3,163 2,517
Total lease liabilities, long-term 11,464 10,851
Right of Use Assets [Member]    
Operating lease ROU assets 14,059 12,942
Finance lease ROU assets 166 211
Total ROU assets 14,225 13,153
Lease Liabilities, Current [Member]    
Operating lease liabilities, current 3,103 2,458
Finance lease liabilities, current 60 59
Total lease liabilities, current 3,163 2,517
Lease Liabilities, Noncurrent [Member]    
Operating lease liabilities, long-term 11,353 10,695
Finance lease liabilities, long-term 111 156
Total lease liabilities, long-term $ 11,464 $ 10,851
v3.23.3
Note 10 - Leases - Lease Cost (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Lease Cost:    
Amortization of right of use assets $ 45 $ 45
Interest on lease liabilities 3 4
Operating lease cost 2,304 1,962
Variable lease cost 240 228
Short-term lease cost 38 49
Total lease cost 2,630 2,288
Operating cash flows from operating leases 2,197 1,839
Financing cash flows from finance leases $ 47 $ 47
Finance (Year) 2 years 9 months 14 days 3 years 9 months 14 days
Operating (Year) 4 years 6 months 25 days 3 years 10 months 17 days
Finance 2.10% 2.10%
Operating 3.42% 2.75%
v3.23.3
Note 10 - Leases - Aggregate Future Lease Payments (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Remainder of 2023, finance $ 775
Remainder of 2023, operating 16
2024, finance 3,183
2024, operating 63
2025, finance 3,024
2025, operating 63
2026, finance 2,660
2026, operating 28
2027, finance 2,302
2027, operating 6
Thereafter, finance 4,019
Thereafter, operating 0
Total lease payments, finance 15,963
Total lease payments, operating 176
Less: Interest, finance (1,507)
Less: Interest, operating (5)
Present value of lease liabilities, finance 14,456
Present value of lease liabilities, operating $ 171
v3.23.3
Note 11 - Income Per Share (Details Textual) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 4,218 9,876 12,153 9,876
v3.23.3
Note 11 - Income Per Share - Weighted Average Number of Shares Used to Compute Net EPS (Details) - shares
shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Basic weighted average common shares outstanding (in shares) 7,639 7,570 7,619 7,559
Weighted average common equivalent shares due to restricted stock, stock options and RSUs (in shares) 70 68 78 70
Diluted weighted average common shares outstanding (in shares) 7,709 7,638 7,697 7,629
v3.23.3
Note 12 - Segment Reporting (Details Textual)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Number of Operating Segments 1     1    
Customer Concentration Risk [Member] | Revenue Benchmark [Member]            
Number of Major Customers 1   1 1    
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member]            
Concentration Risk, Percentage 30.30% 25.10%   24.70% 20.50%  
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Geographic Distribution, Foreign [Member]            
Concentration Risk, Percentage 15.40% 18.00%   16.80% 16.00%  
Customer Concentration Risk [Member] | Accounts Receivable [Member]            
Number of Major Customers       2   1
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member]            
Concentration Risk, Percentage           10.50%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member]            
Concentration Risk, Percentage       17.90%    
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member]            
Concentration Risk, Percentage       10.50%    
Customer Concentration Risk [Member] | Long-Lived Assets [Member] | Geographic Distribution, Foreign [Member]            
Concentration Risk, Percentage       16.50%   17.00%
v3.23.3
Note 12 - Segment Reporting - Net Sales by Market (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net sales $ 100,784 $ 96,970 $ 298,575 $ 262,555
Percentage of concentration risk 100.00% 100.00% 100.00% 100.00%
Medical [Member]        
Net sales $ 87,127 $ 81,591 $ 257,092 $ 208,464
Percentage of concentration risk 86.50% 84.20% 86.10% 79.40%
Aerospace & Defense [Member]        
Net sales $ 4,377 $ 3,590 $ 12,828 $ 11,097
Percentage of concentration risk 4.30% 3.70% 4.30% 4.20%
Automotive [Member]        
Net sales $ 4,378 $ 4,681 $ 12,821 $ 13,383
Percentage of concentration risk 4.30% 4.80% 4.30% 5.10%
industrial or Other [Member]        
Net sales $ 4,902 $ 7,108 $ 15,834 $ 29,611
Percentage of concentration risk 4.90% 7.30% 5.30% 11.30%
v3.23.3
Note 13 - Goodwill and Other Intangible Assets (Details Textual) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Amortization of Intangible Assets $ 1.0 $ 1.1 $ 3.1 $ 3.3
v3.23.3
Note 13 - Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
December 31, 2022 $ 113,028
Foreign currency translation (60)
September 30, 2023 $ 112,968
v3.23.3
Note 13 - Goodwill and Other Intangible Assets - Definite-lived Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Gross amount $ 77,690  
Accumulated amortization (12,670)  
Net balance 65,020 $ 68,361
Intellectual Property/ Tradename and Brand [Member]    
Gross amount 7,046  
Accumulated amortization (1,170)  
Net balance $ 5,876  
Intellectual Property/ Tradename and Brand [Member] | Weighted Average [Member]    
Weighted-average amortization period (years) (Year) 11 years 10 months 24 days  
Noncompete Agreements [Member]    
Gross amount $ 5,495  
Accumulated amortization (1,392)  
Net balance $ 4,103  
Noncompete Agreements [Member] | Weighted Average [Member]    
Weighted-average amortization period (years) (Year) 9 years 3 months 18 days  
Customer Lists [Member]    
Gross amount $ 65,149  
Accumulated amortization (10,108)  
Net balance $ 55,041  
Customer Lists [Member] | Weighted Average [Member]    
Weighted-average amortization period (years) (Year) 20 years  
v3.23.3
Note 13 - Goodwill and Other Intangible Assets - Future Amortization of Intangible Assets (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Remainder of 2023 $ 1,100
2024 4,401
2025 4,401
2026 4,399
2027 4,397
2028 4,350
Thereafter 41,972
Total $ 65,020
v3.23.3
Note 14 - Other Long-term Liabilities - Other Long-term Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Accrued contingent consideration (earn-out) $ 7,857 $ 9,568
Present value of non-competition payments 6,683 8,155
Other 500 497
Other Liabilities, Noncurrent $ 15,040 $ 18,220
v3.23.3
Note 15 - Income Tax (Details Textual)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Effective Income Tax Rate Reconciliation, Percent 17.30% 22.60% 20.70% 22.40%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00% 21.00% 21.00% 21.00%
v3.23.3
Note 16 - Indebtedness (Details Textual) - USD ($)
Dec. 22, 2021
Sep. 30, 2023
Long-Term Debt   $ 43,000,000
Subsidiary Guarantors [Member] | Second Amended and Restated Credit Agreement [Member]    
Debt Instrument, Face Amount $ 130,000,000  
Long-Term Debt   43,000,000
Letters of Credit Outstanding, Amount   $ 700,000
Debt Instrument, Interest Rate, Stated Percentage   6.60%
Subsidiary Guarantors [Member] | Second Amended and Restated Credit Agreement [Member] | Bloomberg Short-term Bank Yield Index Rate [Member] | Minimum [Member]    
Debt Instrument, Basis Spread on Variable Rate 1.25%  
Subsidiary Guarantors [Member] | Second Amended and Restated Credit Agreement [Member] | Bloomberg Short-term Bank Yield Index Rate [Member] | Maximum [Member]    
Debt Instrument, Basis Spread on Variable Rate 2.00%  
Subsidiary Guarantors [Member] | Second Amended and Restated Credit Agreement [Member] | Prime Rate [Member] | Maximum [Member]    
Debt Instrument, Basis Spread on Variable Rate 0.25%  
Subsidiary Guarantors [Member] | Second Amended and Restated Credit Agreement [Member] | Secured Revolving Credit Facility [Member]    
Line of Credit Facility, Maximum Borrowing Capacity $ 90,000,000  
Debt Instrument, Periodic Payment, Principal 1,000,000  
Subsidiary Guarantors [Member] | Second Amended and Restated Credit Agreement [Member] | Secured Term Loan [Member]    
Debt Instrument, Face Amount $ 40,000,000  
v3.23.3
Note 16 - Indebtedness - Long-term Debt (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Total long-term debt $ 43  
Current portion (4) $ (4)
Long-term debt, excluding current portion 39 $ 51
Term Loan [Member]    
Total long-term debt 33  
Revolving Credit Facility [Member] | Line of Credit [Member]    
Total long-term debt $ 10  
v3.23.3
Note 16 - Indebtedness - Schedule of Maturity (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Remainder of 2023 $ 1,000
2024 4,000
2025 4,000
2026 34,000
Long-Term Debt 43,000
Line of Credit [Member] | Revolving Credit Facility [Member]  
Remainder of 2023 0
2024 0
2025 0
2026 10,000
Long-Term Debt 10,000
Term Loan [Member]  
Remainder of 2023 1,000
2024 4,000
2025 4,000
2026 24,000
Long-Term Debt $ 33,000

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