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                                 UNITED STATES                                  
                       SECURITIES AND EXCHANGE COMMISSION                       
                             Washington, D.C. 20549                             
                               _________________                                
                                      FORM                                      
                                      8-K                                       
                               _________________                                
                                 CURRENT REPORT                                 
                        Pursuant to Section 13 or 15(d)                         
                     of the Securities Exchange Act of 1934                     
               Date of Report (Date of earliest event reported):                
                                  May 1, 2024                                   
                        _______________________________                         
                             UFP Technologies, Inc.                             
             (Exact name of registrant as specified in its charter)             
                        _______________________________                         

                   Delaware                           001-12648                      04-2314970             
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

   100 Hale Street
Newburyport
,
Massachusetts
- USA
01950-3504
(Address of     
    Principal Executive Offices) (Zip Code)
(
978
)
352-2200
(Registrant's      
 telephone number, including area code)
N/A
(Former name or former address, if  
     changed since last report)
_______________________________
Check the       
  appropriate box below if the Form 8-K filing is intended to simultaneously    
  satisfy the filing obligation of the registrant under any of the following    
 provisions:
Written communications pursuant to Rule 425 under the Securities   
  Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the    
 Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to   
  Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement   
    communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR     
     240.13e-4(c))
Securities registered pursuant to Section 12(b) of the       
   Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which    
 registered
Common Stock
UFPT
The
NASDAQ
Stock Market L.L.C.
Indicate by check  
 mark whether the registrant is an emerging growth company as defined in Rule   
 405 of the Securities Act of 1933 ((s)230.405 of this chapter) or Rule 12b-2   
of the Securities Exchange Act of 1934 ((s)240.12b-2 of this chapter).
Emerging 
  growth company
If an emerging growth company, indicate by check mark if the   
 registrant has elected not to use the extended transition period for complying 
  with any new or revised financial accounting standards provided pursuant to   
    Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and     
  Financial Condition.
On May 1, 2024, UFP Technologies, Inc. issued a press    
 release announcing its financial results for the first quarter ended March 31, 
      2024. A copy of the press release is furnished herewith as Exhibit        
 99.1.
Limitation on Incorporation by Reference.
The information furnished in   
 this Item 2.02, including the press release attached hereto as Exhibit 99.1,   
   shall not be deemed "filed" for purposes of Section 18 of the Securities     
 Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to 
     the liabilities of that section, nor shall such information be deemed      
 incorporated by reference in any filing under the Securities Act of 1933, as   
    amended, or the Exchange Act, except as shall be expressly set forth by     
 specific reference in such a filing.
Cautionary Note Regarding Forward-Looking 
 Statements.
Except for historical information contained in the press release   
   attached as an exhibit hereto, the press release contains forward-looking    
   statements that involve certain risks and uncertainties that could cause     
 actual results to differ materially from those expressed or implied by these   
 statements. Please refer to the cautionary note in the press release regarding 
     these forward-looking statements.
Item 9.01. Financial Statements and      
 Exhibits.
(d) Exhibits
Exhibit Number
Description
99.1
Press Release dated May 
 1, 2024
104
Cover Page Interactive Data File (embedded within the Inline XBRL  
  document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange   
  Act of 1934, the registrant has duly caused this report to be signed on its   
     behalf by the undersigned hereunto duly authorized.
UFP Technologies,      
  Inc.
Date: May 1, 2024
By:
/s/ Ronald J. Lataille
Ronald J. Lataille
Chief    
                  Financial Officer and Senior Vice President                   









 
 
 
 



  
  









  
  
  
  




  
  
 
  
  
  
 


NEWBURYPORT, Mass., May 01, 2024 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. 
(Nasdaq: UFPT), a designer and custom manufacturer of comprehensive solutions 
primarily for the medical market, today reported net income of $12.7 million 
or $1.64 per diluted common share outstanding for its first quarter ended 
March 31, 2024, compared to net income of $9.7 million or $1.27 per diluted 
common share outstanding for the first quarter of 2023. Net Sales for the 
first quarter were $105.0 million compared to 2023 first quarter sales of 
$97.8 million.
"I am very pleased with our financial results and continued progress on a 
number of key strategic fronts," said R. Jeffrey Bailly, Chairman & CEO. "In 
Q1 we generated 7.4% organic sales growth in both our MedTech and Advanced 
Components businesses. Operating income and net income grew 24% and 30%, 
respectively. Our growth in the MedTech space was primarily attributable to an 
increase in robotic surgery and infection prevention revenue. This more than 
offset continued softness in other segments such as orthopedics and patient 
surfaces, where multiple important customers are still taking below-normal 
levels of product as they work through excess inventory."
"We strengthened our platform and positioned ourselves for future growth with 
the addition of new talent and the completion of large long-term customer and 
vendor agreements," Bailly said. "Our expansion in the Dominican Republic is 
largely complete, with most of the start-up inefficiencies related to 
equipment validation and operator training behind us. This allowed us to 
revert to a more efficient 2-shift operation, helping to enhance gross 
margins, which have improved sequentially from our second half of 2023. In 
addition, our Mexico operation, where sales grew 47% over the prior year, is 
now a solid contributor to profitability."
"We also have an exciting pipeline of active acquisition opportunities, with 
multiple projects already in the due diligence phase," Bailly said. "Given 
this, combined with our continued growth, progress on strategic initiatives, 
and strong balance sheet with only around $34 million in debt, I remain very 
bullish about our future."
Financial Highlights:

 *  Sales for the first quarter increased 7.4% to $105.0 million, from $97.8 
 million in the first quarter of 2023. First quarter sales to the medical 
 market increased 7.4% to $90.0 million from $83.8 million in the first 
 quarter of 2023. First quarter sales to all other markets increased 7.4% to 
 $15.0 million from $13.9 million in the first quarter of 2023.

 *  Gross profit as a percentage of sales ("gross margin") decreased to 28.6% 
 for the first quarter of 2024, from 29.4% in the first quarter of 2023.

 *  Selling, general, and administrative expenses ("SG&A") for the first 
 quarter increased 7.0% to $13.9 million compared to $13.0 million in the 
 first quarter of 2023. As a percentage of sales, SG&A decreased to 13.2% in 
 the first quarter of 2024 compared to 13.3% in the first quarter of 2023.

 *  Operating income for the first quarter of 2024 increased 24.0% to $15.9 
 million, from $12.8 million in the first quarter of 2023. Adjusted operating 
 income for the first quarter increased 3.0% to $16.2 million from $15.7 
 million in the first quarter of 2023. See the reconciliation provided in 
 Table 1. Adjusted Operating Income is a financial measure not presented in 
 accordance with generally accepted accounting principles ("GAAP") (a 
 "Non-GAAP Financial Measure"). Please see "Non-GAAP Financial Information" at 
 the end of this news release.

 *  Net income increased 30.3% to $12.7 million in the first quarter of 2024, 
 from $9.7 million in the first quarter of 2023. Adjusted net income increased 
 8.6% to $12.9 million in the first quarter of 2024, from $11.9 million in the 
 first quarter of 2023. See the reconciliation provided in Table 2. Adjusted 
 Net Income is a Non-GAAP financial measure. Please see "Non-GAAP Financial 
 Information" at the end of this news release.

 *  Earnings per share increased to $1.64 per diluted share outstanding in the 
 first quarter of 2024, from $1.27 in the first quarter of 2023.

 *  Adjusted EBITDA increased 6.5% to $20.7 million from $19.5 million in the 
 first quarter of 2023. See the reconciliation provided in Table 3. EBITDA and 
 adjusted EBITDA are Non-GAAP Financial Measures. Please see "Non-GAAP 
 Financial Information" at the end of this news release.


About UFP Technologies, Inc.
UFP Technologies is a designer and custom manufacturer of comprehensive 
solutions for medical devices, sterile packaging, and other highly engineered 
custom products. UFP is an important link in the medical device supply chain 
and a valued outsource partner to 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.


                                                                         
               Consolidated Condensed Statements of Income               
                  (in thousands, except per share data                   
                                    )                                    
                               (unaudited)                               
                                                                         
                                                    Three Months Ended   
                                                        March, 31        
                                                    2024          2023   
Net sales                                        $ 105,009     $ 97,753  
Cost of sales                                       74,926       69,052  
Gross profit                                        30,083       28,701  
Selling, general and administrative expenses        13,912       13,006  
Change in fair value of contingent consideration       238        2,853  
Loss on disposal of fixed assets                         9            1  
Operating income                                    15,924   -   12,841  
Interest expense, net                                  631          869  
Other (income) expense                                 (42 )         77  
Income before income tax expense                    15,335       11,895  
Income tax expense                                   2,642        2,156  
Net income                                       $  12,693     $  9,739  
                                                                         
Net income per share                             $    1.66     $   1.28  
Net income per diluted share                     $    1.64     $   1.27  
                                                                         
Weighted average shares outstanding                  7,651        7,592  
Weighted average diluted shares outstanding          7,737        7,681  
                                                                         



                  Consolidated Condensed Balance Sheets                   
                              (in thousands)                              
                               (unaudited)                                
                                                                          
                                                March 31,    December 31, 
                                                  2024          2023      
Assets:                                                                   
Cash and cash equivalents                      $  11,372     $   5,263    
Receivables, net                                  61,250        64,449    
Inventories                                       73,900        70,191    
Other current assets                               4,017         4,730    
Property, plant, and equipment, Net               61,931        62,137    
Goodwill                                         113,104       113,263    
Intangible assets, net                            62,914        64,116    
Other assets                                      19,191        19,987    
Total assets                                   $ 407,679     $ 404,136    
Liabilities and equity:                                                   
Accounts payable                               $  23,654     $  22,286    
Current portion of long-term debt                  4,000         4,000    
Other current liabilities                         24,782        31,923    
Long-term debt, excluding current installments    30,000        28,000    
Other liabilities                                 30,227        31,836    
Total liabilities                                112,663       118,045    
Total equity                                     295,016       286,091    
Total liabilities and stockholders' equity     $ 407,679     $ 404,136    
                                                                          

Forward-Looking Statements
Certain statements in this press release may be considered "forward-looking 
statements" within the meaning of Section 27A of the Securities Act of 1933 
and Section 21E of the Securities Exchange Act of 1934. Forward-looking 
statements generally relate to future events or the Company's future financial 
or operating performance and may be identified by words such as "may," 
"should," "expect," "intend," "will," "estimate," "anticipate," "believe," 
"predict," or similar words. Such statements include, but are not limited to, 
statements about the Company's future financial or operating performance; the 
continuing operation of the Company's locations, the maintenance of its 
facilities and the sufficiency of the Company's supply chain, inventory, 
liquidity and capital resources, including increased costs in connection with 
such efforts; statements about the Company's acquisition strategies and 
opportunities and the Company's growth potential and strategies for growth; 
statements about the integration and performance of recent acquisitions; 
statements about the Company's ability to realize the benefits expected from 
our pipeline of acquisition opportunities and recently completed acquisitions, 
including any related synergies; expectations regarding customer demand and 
the impact of long-term customer and vendor agreements; 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. 
Such forward-looking statements are based upon assumptions made by the Company 
as of the date hereof and are subject to risks, uncertainties, and other 
factors that could cause actual results to differ materially from those 
expressed or implied by such forward-looking statements. Factors that may 
cause actual results to differ materially from current expectations include, 
but are not limited to: the Company's general ability to execute its business 
plans; industry conditions, including fluctuations in supply, demand and 
prices for the Company's products and services due to inflation, the war in 
Ukraine, or otherwise; risks relating to the Company's ability to achieve 
anticipated benefits of acquisitions and other risks; risks relating to 
delayed payments by our customers and the potential for reduced or canceled 
orders; risks related to customer concentration; risks relating to our 
performance and the performance of our counterparties under the agreements we 
have entered into; risks that our customers will not purchase the expected 
volume of goods under the agreements we have entered into; risks that we will 
not achieve expected rebates under our vendor supply agreements that we have 
entered into; and uncertainties set forth in the sections entitled "Risk 
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the 
Company's filings with the Securities and Exchange Commission ("SEC"), which 
are available on the SEC's website at www.sec.gov. The Company expressly 
disclaims any obligation or undertaking to release publicly any updates or 
revisions to any such statement to reflect any change in the Company's 
expectations or any change in events, conditions, or circumstances on which 
any such statement is based. Forward-looking statements are also subject to 
the risks and other issues described above under "Use of Non-GAAP Financial 
Information," which could cause actual results to differ materially from 
current expectations included in the Company's forward-looking statements 
included in this press release.
Non-GAAP Financial Information
This news release includes non-generally accepted accounting principles 
("GAAP") performance measures. Management considers Adjusted Operating Income, 
Adjusted Net Income, EBITDA and Adjusted EBITDA, non-GAAP measures. The 
Company uses these non-GAAP financial measures to facilitate management's 
financial and operational decision-making, including evaluation of the 
Company's historical operating results. The Company's management believes 
these non-GAAP measures are useful in evaluating the Company's operating 
performance and are similar measures reported by publicly listed U.S. 
competitors, and regularly used by securities analysts, institutional 
investors, and other interested parties in analyzing operating performance and 
prospects. These non-GAAP financial measures reflect an additional way of 
viewing aspects of the Company's operations that, when viewed with GAAP 
results and the reconciliations to corresponding GAAP financial measures, may 
provide a more complete understanding of factors and trends affecting the 
Company's business. By providing these non-GAAP measures, the Company's 
management intends to provide investors with a meaningful, consistent 
comparison of the Company's performance for the periods presented. These 
non-GAAP financial measures should be considered supplemental to, and not a 
substitute for, financial information prepared in accordance with GAAP. The 
Company's definition of these non-GAAP measures may differ from similarly 
titled measures of performance used by other companies in other industries or 
within the same industry.

           Table 1: Adjusted Operating Income Reconciliation           
                            (in thousands)                             
                                                                       
                                                   Three Months Ended  
                                                       March 31,       
                                                     2024         2023 
Operating income (GAAP)                           $ 15,924     $ 12,841
Adjustments:                                                           
Change in fair value of contingent consideration       238        2,853
Loss on disposal of fixed assets                         9            1
Adjusted operating income (Non-GAAP)              $ 16,171     $ 15,695
                                                                       



 Table 2: Adjusted Net Income and Diluted Common Share Outstanding Reconciliation  
                       (in thousands, except per share data)                       
                                                                                   
                                                               Three Months Ended  
                                                                    March 31       
                                                                 2024         2023 
Net income (GAAP)                                             $ 12,693     $  9,739
Adjustments (net of taxes):                                                        
Change in fair value of contingent consideration                   177        2,120
Loss on disposal of fixed assets                                     7            1
Adjusted net income (Non-GAAP)                                $ 12,877     $ 11,860
                                                                                   
Adjusted Net Income per diluted share outstanding (Non-GAAP)  $   1.66     $   1.54
Weighted average diluted common shares outstanding               7,737        7,681
                                                                                   



                     Table 3: EBITDA Reconciliation                      
                             (in thousands)                              
                                                                         
                                                    Three Months Ended   
                                                        March 31,        
                                                    2024          2023   
Net income (GAAP)                                 $  12,693     $   9,739
Income tax expense                                    2,642         2,156
Interest expense, net                                   631           869
Depreciation                                          1,899         1,671
Amortization of intangible assets                     1,099         1,106
EBITDA (Non-GAAP)                                 $  18,964     $  15,541
Adjustments:                                                             
Share based compensation                              1,513         1,056
Change in fair value of contingent consideration        238         2,853
Loss on disposal of fixed assets                          9             1
Adjusted EBITDA (Non-GAAP)                        $  20,724     $  19,451



NEWBURYPORT, Mass., May 01, 2024 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. 
(Nasdaq: UFPT), a designer and custom manufacturer of comprehensive solutions 
primarily for the medical market, today reported net income of $12.7 million 
or $1.64 per diluted common share outstanding for its first quarter ended 
March 31, 2024, compared to net income of $9.7 million or $1.27 per diluted 
common share outstanding for the first quarter of 2023. Net Sales for the 
first quarter were $105.0 million compared to 2023 first quarter sales of 
$97.8 million.
"I am very pleased with our financial results and continued progress on a 
number of key strategic fronts," said R. Jeffrey Bailly, Chairman & CEO. "In 
Q1 we generated 7.4% organic sales growth in both our MedTech and Advanced 
Components businesses. Operating income and net income grew 24% and 30%, 
respectively. Our growth in the MedTech space was primarily attributable to an 
increase in robotic surgery and infection prevention revenue. This more than 
offset continued softness in other segments such as orthopedics and patient 
surfaces, where multiple important customers are still taking below-normal 
levels of product as they work through excess inventory."
"We strengthened our platform and positioned ourselves for future growth with 
the addition of new talent and the completion of large long-term customer and 
vendor agreements," Bailly said. "Our expansion in the Dominican Republic is 
largely complete, with most of the start-up inefficiencies related to 
equipment validation and operator training behind us. This allowed us to 
revert to a more efficient 2-shift operation, helping to enhance gross 
margins, which have improved sequentially from our second half of 2023. In 
addition, our Mexico operation, where sales grew 47% over the prior year, is 
now a solid contributor to profitability."
"We also have an exciting pipeline of active acquisition opportunities, with 
multiple projects already in the due diligence phase," Bailly said. "Given 
this, combined with our continued growth, progress on strategic initiatives, 
and strong balance sheet with only around $34 million in debt, I remain very 
bullish about our future."
Financial Highlights:

 *  Sales for the first quarter increased 7.4% to $105.0 million, from $97.8 
 million in the first quarter of 2023. First quarter sales to the medical 
 market increased 7.4% to $90.0 million from $83.8 million in the first 
 quarter of 2023. First quarter sales to all other markets increased 7.4% to 
 $15.0 million from $13.9 million in the first quarter of 2023.

 *  Gross profit as a percentage of sales ("gross margin") decreased to 28.6% 
 for the first quarter of 2024, from 29.4% in the first quarter of 2023.

 *  Selling, general, and administrative expenses ("SG&A") for the first 
 quarter increased 7.0% to $13.9 million compared to $13.0 million in the 
 first quarter of 2023. As a percentage of sales, SG&A decreased to 13.2% in 
 the first quarter of 2024 compared to 13.3% in the first quarter of 2023.

 *  Operating income for the first quarter of 2024 increased 24.0% to $15.9 
 million, from $12.8 million in the first quarter of 2023. Adjusted operating 
 income for the first quarter increased 3.0% to $16.2 million from $15.7 
 million in the first quarter of 2023. See the reconciliation provided in 
 Table 1. Adjusted Operating Income is a financial measure not presented in 
 accordance with generally accepted accounting principles ("GAAP") (a 
 "Non-GAAP Financial Measure"). Please see "Non-GAAP Financial Information" at 
 the end of this news release.

 *  Net income increased 30.3% to $12.7 million in the first quarter of 2024, 
 from $9.7 million in the first quarter of 2023. Adjusted net income increased 
 8.6% to $12.9 million in the first quarter of 2024, from $11.9 million in the 
 first quarter of 2023. See the reconciliation provided in Table 2. Adjusted 
 Net Income is a Non-GAAP financial measure. Please see "Non-GAAP Financial 
 Information" at the end of this news release.

 *  Earnings per share increased to $1.64 per diluted share outstanding in the 
 first quarter of 2024, from $1.27 in the first quarter of 2023.

 *  Adjusted EBITDA increased 6.5% to $20.7 million from $19.5 million in the 
 first quarter of 2023. See the reconciliation provided in Table 3. EBITDA and 
 adjusted EBITDA are Non-GAAP Financial Measures. Please see "Non-GAAP 
 Financial Information" at the end of this news release.


About UFP Technologies, Inc.
UFP Technologies is a designer and custom manufacturer of comprehensive 
solutions for medical devices, sterile packaging, and other highly engineered 
custom products. UFP is an important link in the medical device supply chain 
and a valued outsource partner to 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.


                                                                         
               Consolidated Condensed Statements of Income               
                  (in thousands, except per share data                   
                                    )                                    
                               (unaudited)                               
                                                                         
                                                    Three Months Ended   
                                                        March, 31        
                                                    2024          2023   
Net sales                                        $ 105,009     $ 97,753  
Cost of sales                                       74,926       69,052  
Gross profit                                        30,083       28,701  
Selling, general and administrative expenses        13,912       13,006  
Change in fair value of contingent consideration       238        2,853  
Loss on disposal of fixed assets                         9            1  
Operating income                                    15,924   -   12,841  
Interest expense, net                                  631          869  
Other (income) expense                                 (42 )         77  
Income before income tax expense                    15,335       11,895  
Income tax expense                                   2,642        2,156  
Net income                                       $  12,693     $  9,739  
                                                                         
Net income per share                             $    1.66     $   1.28  
Net income per diluted share                     $    1.64     $   1.27  
                                                                         
Weighted average shares outstanding                  7,651        7,592  
Weighted average diluted shares outstanding          7,737        7,681  
                                                                         



                  Consolidated Condensed Balance Sheets                   
                              (in thousands)                              
                               (unaudited)                                
                                                                          
                                                March 31,    December 31, 
                                                  2024          2023      
Assets:                                                                   
Cash and cash equivalents                      $  11,372     $   5,263    
Receivables, net                                  61,250        64,449    
Inventories                                       73,900        70,191    
Other current assets                               4,017         4,730    
Property, plant, and equipment, Net               61,931        62,137    
Goodwill                                         113,104       113,263    
Intangible assets, net                            62,914        64,116    
Other assets                                      19,191        19,987    
Total assets                                   $ 407,679     $ 404,136    
Liabilities and equity:                                                   
Accounts payable                               $  23,654     $  22,286    
Current portion of long-term debt                  4,000         4,000    
Other current liabilities                         24,782        31,923    
Long-term debt, excluding current installments    30,000        28,000    
Other liabilities                                 30,227        31,836    
Total liabilities                                112,663       118,045    
Total equity                                     295,016       286,091    
Total liabilities and stockholders' equity     $ 407,679     $ 404,136    
                                                                          

Forward-Looking Statements
Certain statements in this press release may be considered "forward-looking 
statements" within the meaning of Section 27A of the Securities Act of 1933 
and Section 21E of the Securities Exchange Act of 1934. Forward-looking 
statements generally relate to future events or the Company's future financial 
or operating performance and may be identified by words such as "may," 
"should," "expect," "intend," "will," "estimate," "anticipate," "believe," 
"predict," or similar words. Such statements include, but are not limited to, 
statements about the Company's future financial or operating performance; the 
continuing operation of the Company's locations, the maintenance of its 
facilities and the sufficiency of the Company's supply chain, inventory, 
liquidity and capital resources, including increased costs in connection with 
such efforts; statements about the Company's acquisition strategies and 
opportunities and the Company's growth potential and strategies for growth; 
statements about the integration and performance of recent acquisitions; 
statements about the Company's ability to realize the benefits expected from 
our pipeline of acquisition opportunities and recently completed acquisitions, 
including any related synergies; expectations regarding customer demand and 
the impact of long-term customer and vendor agreements; 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. 
Such forward-looking statements are based upon assumptions made by the Company 
as of the date hereof and are subject to risks, uncertainties, and other 
factors that could cause actual results to differ materially from those 
expressed or implied by such forward-looking statements. Factors that may 
cause actual results to differ materially from current expectations include, 
but are not limited to: the Company's general ability to execute its business 
plans; industry conditions, including fluctuations in supply, demand and 
prices for the Company's products and services due to inflation, the war in 
Ukraine, or otherwise; risks relating to the Company's ability to achieve 
anticipated benefits of acquisitions and other risks; risks relating to 
delayed payments by our customers and the potential for reduced or canceled 
orders; risks related to customer concentration; risks relating to our 
performance and the performance of our counterparties under the agreements we 
have entered into; risks that our customers will not purchase the expected 
volume of goods under the agreements we have entered into; risks that we will 
not achieve expected rebates under our vendor supply agreements that we have 
entered into; and uncertainties set forth in the sections entitled "Risk 
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the 
Company's filings with the Securities and Exchange Commission ("SEC"), which 
are available on the SEC's website at www.sec.gov. The Company expressly 
disclaims any obligation or undertaking to release publicly any updates or 
revisions to any such statement to reflect any change in the Company's 
expectations or any change in events, conditions, or circumstances on which 
any such statement is based. Forward-looking statements are also subject to 
the risks and other issues described above under "Use of Non-GAAP Financial 
Information," which could cause actual results to differ materially from 
current expectations included in the Company's forward-looking statements 
included in this press release.
Non-GAAP Financial Information
This news release includes non-generally accepted accounting principles 
("GAAP") performance measures. Management considers Adjusted Operating Income, 
Adjusted Net Income, EBITDA and Adjusted EBITDA, non-GAAP measures. The 
Company uses these non-GAAP financial measures to facilitate management's 
financial and operational decision-making, including evaluation of the 
Company's historical operating results. The Company's management believes 
these non-GAAP measures are useful in evaluating the Company's operating 
performance and are similar measures reported by publicly listed U.S. 
competitors, and regularly used by securities analysts, institutional 
investors, and other interested parties in analyzing operating performance and 
prospects. These non-GAAP financial measures reflect an additional way of 
viewing aspects of the Company's operations that, when viewed with GAAP 
results and the reconciliations to corresponding GAAP financial measures, may 
provide a more complete understanding of factors and trends affecting the 
Company's business. By providing these non-GAAP measures, the Company's 
management intends to provide investors with a meaningful, consistent 
comparison of the Company's performance for the periods presented. These 
non-GAAP financial measures should be considered supplemental to, and not a 
substitute for, financial information prepared in accordance with GAAP. The 
Company's definition of these non-GAAP measures may differ from similarly 
titled measures of performance used by other companies in other industries or 
within the same industry.

           Table 1: Adjusted Operating Income Reconciliation           
                            (in thousands)                             
                                                                       
                                                   Three Months Ended  
                                                       March 31,       
                                                     2024         2023 
Operating income (GAAP)                           $ 15,924     $ 12,841
Adjustments:                                                           
Change in fair value of contingent consideration       238        2,853
Loss on disposal of fixed assets                         9            1
Adjusted operating income (Non-GAAP)              $ 16,171     $ 15,695
                                                                       



 Table 2: Adjusted Net Income and Diluted Common Share Outstanding Reconciliation  
                       (in thousands, except per share data)                       
                                                                                   
                                                               Three Months Ended  
                                                                    March 31       
                                                                 2024         2023 
Net income (GAAP)                                             $ 12,693     $  9,739
Adjustments (net of taxes):                                                        
Change in fair value of contingent consideration                   177        2,120
Loss on disposal of fixed assets                                     7            1
Adjusted net income (Non-GAAP)                                $ 12,877     $ 11,860
                                                                                   
Adjusted Net Income per diluted share outstanding (Non-GAAP)  $   1.66     $   1.54
Weighted average diluted common shares outstanding               7,737        7,681
                                                                                   



                     Table 3: EBITDA Reconciliation                      
                             (in thousands)                              
                                                                         
                                                    Three Months Ended   
                                                        March 31,        
                                                    2024          2023   
Net income (GAAP)                                 $  12,693     $   9,739
Income tax expense                                    2,642         2,156
Interest expense, net                                   631           869
Depreciation                                          1,899         1,671
Amortization of intangible assets                     1,099         1,106
EBITDA (Non-GAAP)                                 $  18,964     $  15,541
Adjustments:                                                             
Share based compensation                              1,513         1,056
Change in fair value of contingent consideration        238         2,853
Loss on disposal of fixed assets                          9             1
Adjusted EBITDA (Non-GAAP)                        $  20,724     $  19,451



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