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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 June 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:0-20852

ULTRALIFE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation of organization)

 

2000 Technology Parkway Newark, New York 14513

(Address of principal executive offices) (Zip Code)

16-1387013

(I.R.S. Employer Identification No.)

 

(315) 332-7100 

(Registrant’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, $0.10 par value per share

ULBI

NASDAQ

(Title of each class)

(Trading Symbol)

(Name of each exchange on which registered)

 

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, a 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☒

 

As of July 24, 2023, the registrant had 16,150,693 shares of common stock outstanding.

 



 

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

 

INDEX

 

         

   

Page

PART I.

FINANCIAL INFORMATION

 
     

Item 1.

Consolidated Financial Statements (unaudited):

 
     
 

Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022

1

     
 

Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Six-Month Periods Ended June 30, 2023 and June 30, 2022

2

     
 

Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2023 and June 30, 2022

3

     
 

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six-Month Periods Ended June 30, 2023 and June 30, 2022

4

     
 

Notes to Consolidated Financial Statements (unaudited)

5

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

     

Item 4.

Controls and Procedures

25

     

PART II.

OTHER INFORMATION

 
     

Item 6.

Exhibits

26

     
 

Signatures

27

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands except share amounts)

(Unaudited)

 

   
                 
   

June 30,

2023

   

December 31,

2022

 
ASSETS  
Current assets:                

Cash

  $ 8,283     $ 5,713  

Trade accounts receivable, net of allowance for expected credit losses of $288 and $303, respectively

    28,630       27,779  

Inventories, net

    46,063       41,192  

Prepaid expenses and other current assets

    4,850       4,304  

Total current assets

    87,826       78,988  

Property, plant and equipment, net

    21,122       21,716  

Goodwill

    37,501       37,428  

Other intangible assets, net

    15,552       15,921  

Deferred income taxes, net

    11,084       12,069  

Other noncurrent assets

    2,307       2,308  

Total assets

  $ 175,392     $ 168,430  
                 

LIABILITIES AND SHAREHOLDERS EQUITY

 
Current liabilities:                

Accounts payable

  $ 18,541     $ 16,074  

Current portion of long-term debt

    2,000       2,000  

Accrued compensation and related benefits

    2,320       2,890  

Accrued expenses and other current liabilities

    6,342       7,949  

Total current liabilities

    29,203       28,913  

Long-term debt

    22,642       19,310  

Deferred income taxes

    1,876       1,917  

Other noncurrent liabilities

    1,996       1,887  

Total liabilities

    55,717       52,027  
                 
Commitments and contingencies (Note 8)                
                 
Shareholders’ equity:                

Preferred stock – par value $.10 per share; authorized 1,000,000 shares; none issued

    -       -  

Common stock – par value $.10 per share; authorized 40,000,000 shares; issued – 20,586,045 shares at June 30, 2023 and 20,570,710 shares at December 31, 2022; outstanding – 16,150,693 shares at June 30, 2023 and 16,135,358shares at December 31, 2022

    2,059       2,057  

Capital in excess of par value

    187,758       187,405  

Accumulated deficit

    (44,957 )     (47,951 )

Accumulated other comprehensive loss

    (3,846 )     (3,750 )

Treasury stock - at cost; 4,435,352 shares at June 30, 2023 and 4,435,352 shares at December 31, 2022

    (21,484 )     (21,484 )

Total Ultralife Corporation equity

    119,530       116,277  

Non-controlling interest

    145       126  

Total shareholders’ equity

    119,675       116,403  
                 

Total liabilities and shareholders’ equity

  $ 175,392     $ 168,430  

 

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

 

 

1

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(In thousands except per share amounts)

(Unaudited)

 

   

Three-month period ended

   

Six-month period ended

 
   

June 30,

2023

   

June 30,

2022

   

June 30,

2023

   

June 30,

2022

 
                                 

Revenues

  $ 42,692     $ 32,126     $ 74,608     $ 62,499  

Cost of products sold

    32,104       24,480       56,584       47,895  

Gross profit

    10,588       7,646       18,024       14,604  
                                 

Operating expenses:

                               

Research and development

    1,778       1,672       3,810       3,529  

Selling, general and administrative

    5,145       5,181       10,523       10,577  

Total operating expenses

    6,923       6,853       14,333       14,106  
                                 

Operating income

    3,665       793       3,691       498  
                                 

Other income (expense):

                               

Interest and financing expense

    (440 )     (177 )     (864 )     (311 )

Miscellaneous income

    1,498       62       1,428       79  

Total other income (expense)

    1,058       (115 )     564       (232 )
                                 

Income before income taxes

    4,723       678       4,255       266  

Income tax provision (benefit)

    1,375       170       1,242       (81 )
                                 

Net income

    3,348       508       3,013       347  
                                 

Net income (loss) attributable to non-controlling interest

    8       (4 )     19       3  
                                 

Net income attributable to Ultralife Corporation

    3,340       512       2,994       344  
                                 

Other comprehensive loss:

                               

Foreign currency translation adjustments

    (293 )     (1,262 )     (96 )     (1,498 )
                                 

Comprehensive income (loss) attributable to Ultralife Corporation

  $ 3,047     $ (750 )   $ 2,898     $ (1,154 )
                                 

Net income per share attributable to Ultralife common stockholders basic

  $ .21     $ .03     $ .19     $ .02  
                                 

Net income per share attributable to Ultralife common stockholders diluted

  $ .21     $ .03     $ .19     $ .02  
                                 

Weighted average shares outstanding basic

    16,141       16,129       16,138       16,116  

Potential common shares

    3       20       3       25  

Weighted average shares outstanding - diluted

    16,144       16,149       16,141       16,141  

 

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

 

2

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

 

   

Six-month period ended

 
   

June 30,

2023

   

June 30,

2022

 

OPERATING ACTIVITIES:

               

Net income

  $ 3,013     $ 347  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:                

Depreciation

    1,522       1,635  

Amortization of intangible assets

    436       651  

Amortization of financing fees

    32       17  

Stock-based compensation

    293       373  

Deferred income taxes

    888       (375 )
Changes in operating assets and liabilities:                

Accounts receivable

    (803 )     (2,385 )

Inventories

    (4,882 )     (6,606 )

Prepaid expenses and other assets

    (526 )     104  

Accounts payable and other liabilities

    413       2,839  

Net cash provided by (used in) operating activities

    386       (3,400 )
                 

INVESTING ACTIVITIES:

               

Purchases of property, plant and equipment

    (1,013 )     (585 )

Net cash used in investing activities

    (1,013 )     (585 )
                 

FINANCING ACTIVITIES:

               

Borrowings on revolving credit facility

    4,300       1,550  

Payments on term loan facility

    (1,000 )     (833 )

Proceeds from exercise of stock options

    62       113  

Payment of debt issuance costs

    -       (25 )

Tax withholdings on stock-based awards

    -       (11 )

Net cash provided by financing activities

    3,362       794  
                 

Effect of exchange rate changes on cash

    (165 )     (108 )
                 

INCREASE (DECREASE) IN CASH

    2,570       (3,299 )
                 

Cash, Beginning of period

    5,713       8,413  

Cash, End of period

  $ 8,283     $ 5,114  

 

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

 

3

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

(In thousands except share amounts)

(Unaudited)

 

                   

Capital

   

Accumulated

                                 
   

Common Stock

   

in Excess

   

Other

                   

Non-

         
   

Number of

           

of Par

   

Comprehensive

   

Accumulated

   

Treasury

   

Controlling

         
   

Shares

   

Amount

   

Value

   

Income (Loss)

   

Deficit

   

Stock

   

Interest

   

Total

 
                                                                 

Balance December 31, 2021

    20,522,427     $ 2,052     $ 186,518     $ (1,653 )   $ (47,832 )   $ (21,469 )   $ 127     $ 117,743  

Net income

                                    344               3       347  

Stock option exercises

    38,369       4       109                       (7 )             106  

Stock-based compensation – stock options

                    362                                       362  

Stock-based compensation - restricted stock

                    11                                       11  

Vesting of restricted stock

    6,664       1       (1 )                     (4 )             (4 )

Foreign currency translation adjustments

                            (1,498 )                             (1,498 )

Balance June 30, 2022

    20,567,460     $ 2,057     $ 186,999     $ (3,151 )   $ (47,488 )   $ (21,480 )   $ 130     $ 117,067  
                                                                 

Balance December 31, 2022

    20,570,710     $ 2,057     $ 187,405     $ (3,750 )   $ (47,951 )   $ (21,484 )   $ 126     $ 116,403  

Net income

                                    2,994               19       3,013  

Stock option exercises

    15,335       2       60                       -               62  

Stock-based compensation – stock options

                    291                                       291  

Stock-based compensation -restricted stock

                    2                                       2  

Foreign currency translation adjustments

                            (96 )                             (96 )

Balance June 30, 2023

    20,586,045     $ 2,059     $ 187,758     $ (3,846 )   $ (44,957 )   $ (21,484 )   $ 145     $ 119,675  
                                                                 

Balance March 31, 2022

    20,560,796     $ 2,056     $ 186,816     $ (1,889 )   $ (48,000 )   $ (21,476 )   $ 134     $ 117,641  

Net income

                                    512               (4 )     508  

Stock option exercises

    -       -       -                       -               -  

Stock-based compensation – stock options

                    181                                       181  

Stock-based compensation -restricted stock

                    3                                       3  

Vesting of restricted stock

    6,664       1       (1 )                     (4 )             (4 )

Foreign currency translation adjustments

                            (1,262 )                             (1,262 )

Balance June 30, 2022

    20,567,460     $ 2,057     $ 186,999     $ (3,151 )   $ (47,488 )   $ (21,480 )   $ 130     $ 117,067  
                                                                 

Balance March 31, 2023

    20,570,710     $ 2,057     $ 187,544     $ (3,553 )   $ (48,297 )   $ (21,484 )   $ 137     $ 116,404  

Net income

                                    3,340               8       3,348  

Stock option exercises

    15,335       2       60                       -               62  

Stock-based compensation – stock options

                    153                                       153  

Stock-based compensation - restricted stock

                    1                                       1  

Foreign currency translation adjustments

                            (293 )                             (293 )

Balance June 30, 2023

    20,586,045     $ 2,059     $ 187,758     $ (3,846 )   $ (44,957 )   $ (21,484 )   $ 145     $ 119,675  

 

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

 

4

 

 

ULTRALIFE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands except share and per share amounts)

(Unaudited)

 

 

1.

BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements of Ultralife Corporation and its subsidiaries (the “Company” or “Ultralife”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and notes for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. Results for interim periods should not be considered indicative of results to be expected for a full year. Reference should be made to the consolidated financial statements and related notes thereto contained in our Form 10-K for the year ended December 31, 2022.

 

The December 31, 2022 consolidated balance sheet information referenced herein was derived from audited financial statements but does not include all disclosures required by GAAP.

 

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

 

Significant Accounting Policies

 

During the quarter ended June 30, 2023, in consultation with third party experts, the Company completed an analysis to determine and verify its eligibility for the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes under Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES Act”) and the American Rescue Plan of 2021, and filed the necessary amended payroll tax forms with the Internal Revenue Service to claim a refund for the credit.  The ERC refund receivable of $1,544 is included in prepaid expenses and other current assets on our consolidated balance sheet as of June 30, 2023, and the benefit is recognized as other income (expense) on our consolidated statement of income for the three and six-month periods ended June 30, 2023.

 

Recently Adopted Accounting Guidance

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments”, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The adoption of this new accounting standard did not have a material impact on our consolidated financial statements.

 

 

2.

DEBT

 

On December 13, 2021, Ultralife, Southwest Electronic Energy Corporation, a Texas corporation and wholly owned subsidiary of Ultralife (“SWE”), CLB, INC., a Texas corporation and wholly owned subsidiary of SWE (“CLB”), Ultralife Excell Holding Corp., a Delaware corporation and wholly owned subsidiary of Ultralife (“UEHC”), Ultralife Canada Holding Corp., a Delaware corporation and wholly owned subsidiary of UEHC (“UCHC”), and Excell Battery Corporation USA, a Texas corporation and wholly owned subsidiary of UEHC (“Excell USA”), as borrowers, entered into the Second Amendment Agreement with KeyBank National Association (“KeyBank” or the “Bank”), as lender and administrative agent, to amend the Credit and Security Agreement dated May 31, 2017 as amended by the First Amendment Agreement by and among Ultralife, SWE, CLB and KeyBank dated May 1, 2019 (the “Credit Agreement”). On November 28, 2022, Ultralife, SWE, CLB, UEHC, UCHC, Excell USA, and Excell Battery Canada ULC, a British Columbia unlimited liability corporation and wholly owned subsidiary of UCHC (“Excell Canada”), entered into that certain Third Amendment Agreement with KeyBank, to further amend the Credit Agreement to, among other things, facilitate the joinder of Excell Canada as a guarantor under the Credit Agreement and to replace the LIBOR benchmark thereunder with SOFR (the “Third Amendment Agreement”, and together with the Second Amendment Agreement and the Credit Agreement, the “Amended Credit Agreement”).

 

5

 

 

The Amended Credit Agreement, among other things, provides for a 5-year, $10,000 senior secured term loan (the “Term Loan Facility”) and extends the term of the $30,000 senior secured revolving credit facility (the “Revolving Credit Facility”, and together with the Term Loan Facility, the “Amended Credit Facilities”) through May 30, 2025. Up to six months prior to May 30, 2025, the Revolving Credit Facility may be increased to $50,000 with the Bank’s concurrence.

 

As of June 30, 2023, the Company had $7,167 outstanding principal on the Term Loan Facility, $2,000 of which is included in current portion of long-term debt on the balance sheet, and $17,630 outstanding on the Revolving Credit Facility. As of June 30, 2023, total unamortized debt issuance costs of $155, including placement, renewal and legal fees associated with the Amended Credit Agreement, are classified as a reduction of long-term debt on the balance sheet. Debt issuance costs are amortized to interest expense over the term of the Amended Credit Facilities.

 

The remaining availability under the Revolving Credit Facility is subject to certain borrowing base limits based on trade receivables and inventories.

 

The Company is required to repay the borrowings under the Term Loan Facility in equal consecutive monthly payments commencing on February 1, 2022, in arrears, together with applicable interest. All unpaid principal and accrued and unpaid interest with respect to the Term Loan Facility is due and payable in full on January 1, 2027. All unpaid principal and accrued and unpaid interest with respect to the Revolving Credit Facility is due and payable in full on May 30, 2025. The Company may voluntarily prepay principal amounts outstanding at any time subject to certain restrictions.

 

In addition to the customary affirmative and negative covenants, the Company must maintain a Consolidated Senior Leverage Ratio, as defined in the Amended Credit Agreement, of equal to or less than 3.5 to 1.0 for the fiscal quarters ending December 31, 2022 and March 31, 2023, and equal to or less than 3.0 to 1.0 for the fiscal quarters ending June 30, 2023 and thereafter. The Company was in full compliance with its covenants under the Amended Credit Agreement as of June 30, 2023.

 

Borrowings under the Amended Credit Facilities are secured by substantially all the assets of the Company and its subsidiaries.

 

Upon the effectiveness of the Third Amendment Agreement, interest accrues on outstanding indebtedness under the Amended Credit Facilities at the Daily Simple SOFR Rate, plus an index spread adjustment of 0.10%, plus the applicable margin. The applicable margin ranges from 185 to 215 basis points and is determined based on the Company’s senior leverage ratio.

 

The Company must pay a fee of 0.15% to 0.25% based on the average daily unused availability under the Revolving Credit Facility.

 

Payments must be made by the Company to the extent borrowings exceed the maximum amount then permitted to be drawn on the Amended Credit Facilities and from the proceeds of certain transactions. Upon the occurrence of an event of default, the outstanding obligations may be accelerated, and the Bank will have other customary remedies including resort to the security interest the Company provided to the Bank.

 

6

 

 

 

3.

EARNINGS PER SHARE

 

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to Ultralife by the weighted average shares outstanding during the period. Diluted EPS includes the dilutive effect of securities, if any, and is calculated using the treasury stock method.

 

For the three-month period ended June 30, 2023, there were 4,166 outstanding stock options and 2,500 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, as such securities were dilutive, resulting in 2,334 potential common shares included in the calculation of diluted EPS. For the comparable three-month period ended June 30, 2022, 135,163 outstanding stock options and unvested 5,000 restricted stock awards were included in the calculation of diluted EPS, resulting in 20,352 potential common shares included in the calculation of diluted EPS. There were 1,289,862 and 1,073,077 outstanding stock options for the three-month periods ended June 30, 2023 and 2022, respectively, not included in EPS as the effect would be anti-dilutive.

 

For the six-month period ended June 30, 2023, there were no outstanding stock options and 2,500 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, resulting in 2,157 potential common shares included in the calculation of diluted EPS. For the comparable six-month period ended June 30, 2022, 135,163 outstanding stock options and 5,000 unvested restricted stock awards were included in the calculation of diluted EPS, resulting in 24,751 potential common shares included in the calculation of diluted EPS. There were 1,294,028 and 1,073,077 outstanding stock options for the six-month periods ended June 30, 2023 and 2022, respectively, not included in EPS as the effect would be anti-dilutive.

 

 

4.

SUPPLEMENTAL BALANCE SHEET INFORMATION

 

Fair Value Measurements and Disclosures

 

The fair value of financial instruments approximated their carrying values at June 30, 2023 and December 31, 2022. The fair value of cash, accounts receivable, accounts payable, accrued liabilities, and the current portion of long-term debt approximates carrying value due to the short-term nature of these instruments.

 

Cash

 

The composition of the Company’s cash was as follows:

 

   

June 30,

   

December 31,

 
   

2023

   

2022

 

Cash

  $ 8,202     $ 5,634  

Restricted cash

    81       79  

Total

  $ 8,283     $ 5,713  

 

As of June 30, 2023 and December 31, 2022, restricted cash included $81 and $79, respectively, of euro-denominated deposits withheld by the Dutch tax authorities and third-party VAT representatives in connection with a previously utilized logistics arrangement in the Netherlands. Restricted cash is included as a component of the cash balance for purposes of the consolidated statements of cash flows.

 

Inventories, Net

 

Inventories are stated at the lower of cost or net realizable value, net of obsolescence reserves, with cost determined under the first-in, first-out (FIFO) method. The composition of inventories, net was:

 

   

June 30,

   

December 31,

 
   

2023

   

2022

 

Raw materials

  $ 32,496     $ 29,200  

Work in process

    4,125       2,757  

Finished goods

    9,442       9,235  

Total

  $ 46,063     $ 41,192  

 

7

 

Property, Plant and Equipment, Net

 

Major classes of property, plant and equipment consisted of the following:

 

   

June 30,

   

December 31,

 
   

2023

   

2022

 

Land

  $ 1,273     $ 1,273  

Buildings and leasehold improvements

    15,569       15,572  

Machinery and equipment

    64,044       63,981  

Furniture and fixtures

    2,791       2,845  

Computer hardware and software

    7,798       7,744  

Construction in process

    1,847       1,245  
      93,322       92,660  

Less: Accumulated depreciation

    (72,200 )     (70,944 )

Property, plant and equipment, net

  $ 21,122     $ 21,716  

 

 

Depreciation expense for property, plant and equipment was as follows:

 

    Three-month period ended    

Six-month period ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Depreciation expense

  $ 760     $ 819     $ 1,522     $ 1,635  

 

 

Goodwill

 

The following table summarizes the goodwill activity by segment for the six-month period ended June 30, 2023.

 

    Battery &

Energy

   

Communications

         
   

Products

   

Systems

   

Total

 

Balance – December 31, 2022

  $ 25,935     $ 11,493     $ 37,428  

Effect of foreign currency translation

    73       -       73  

Balance – June 30, 2023

  $ 26,008     $ 11,493     $ 37,501  

 

 

Other Intangible Assets, Net

 

The composition of other intangible assets was:

 

   

at June 30, 2023

 
           

Accumulated

         
   

Cost

   

Amortization

   

Net

 

Customer relationships

  $ 13,079     $ 6,346     $ 6,733  

Patents and technology

    5,600       5,259       341  

Trade names

    4,645       589       4,056  

Trademarks

    3,399       -       3,399  

Other

    1,500       477       1,023  

Total other intangible assets

  $ 28,223     $ 12,671     $ 15,552  

 

8

 

 

 

   

at December 31, 2022

 
           

Accumulated

         
   

Cost

   

Amortization

   

Net

 

Customer relationships

  $ 12,970     $ 5,992     $ 6,978  

Patents and technology

    5,557       5,171       386  

Trade names

    4,629       522       4,107  

Trademarks

    3,404       -       3,404  

Other

    1,500       454       1,046  

Total other intangible assets

  $ 28,060     $ 12,139     $ 15,921  

 

 

The change in the cost of total intangible assets from December 31, 2022 to June 30, 2023 is the effect of foreign currency translations.

 

Amortization expense for other intangible assets was as follows:

 

   

Three-month period ended

   

Six-month period ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 

 

Amortization included in:

 

                               

Selling, general and administrative

  $ 203     $ 298     $ 388     $ 600  

Research and development

    24       25       48       51  

Total amortization expense

  $ 227     $ 323     $ 436     $ 651  

 

 

 

5.

STOCK-BASED COMPENSATION

 

We recorded non-cash stock compensation expense in each period as follows:

 

   

Three-month period ended

   

Six-month period ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Stock options

  $ 153     $ 181     $ 291     $ 362  

Restricted stock

    1       3       2       11  

Total

  $ 154     $ 184     $ 293     $ 373  

 

We have stock options outstanding from various stock-based employee compensation plans for which we record compensation cost relating to share-based payment transactions in our financial statements. As of June 30, 2023, there was $438 of total unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted average period of 1.1 years.

 

9

 

 

The following table summarizes stock option activity for the six-month period ended June 30, 2023:

 

   

Number of

Shares

   

Weighted

Average

Exercise

Price

   

Weighted

Average

Remaining

Contractual

Term (years)

   

Aggregate

Intrinsic

Value

 

Outstanding at January 1, 2023

    1,425,693     $ 6.72                  

Granted

    12,500     $ 4.07                  

Exercised

    (44,390 )   $ 4.29                  

Forfeited or expired

    (99,775 )   $ 4.84                  

Outstanding at June 30, 2023

    1,294,028     $ 6.93       3.66     $ 15,640  

Vested and expected to vest at June 30, 2023

    1,188,048     $ 7.01       3.52     $ 13,124  

Exercisable at June 30, 2023

    858,695     $ 7.44       2.45     $ 2,304  

 

Cash received from stock option exercises under our stock-based compensation plans for the three-month periods ended June 30, 2023 and June 30, 2022 was $62 and $0, respectively. Cash received from stock option exercises under our stock-based compensation plans for the six-month periods ended June 30, 2023 and June 30, 2022 was $62 and $113, respectively.

 

Outstanding restricted shares vest in equal annual installments over three (3) years. Unrecognized compensation cost related to outstanding restricted shares at June 30, 2023 was $1.

 

 

 

6.

INCOME TAXES

 

Our effective tax rate for the six-month periods ended June 30, 2023 and June 30, 2022 was 29.2% and (30.5%), respectively. The period-over-period change was primarily attributable to the geographic mix of our operating results and the larger impact of discrete adjustments in the prior year.

 

As of December 31, 2022, we have domestic net operating loss (“NOL”) carryforwards of $40,952, which expire 2025 through 2035, and domestic tax credits of $2,600, which expire 2028 through 2042, available to reduce future taxable income. As of June 30, 2023, management has concluded it is more likely than not that these domestic NOL and credit carryforwards will be fully utilized.

 

As of June 30, 2023, for certain past operations in the U.K., we continue to report a valuation allowance for NOL carryforwards of approximately $10,000, nearly all of which can be carried forward indefinitely. Utilization of the net operating losses may be limited due to the change in the past U.K. operation and cannot currently be used to reduce taxable income at our other U.K. subsidiary, Accutronics Ltd. There are no other deferred tax assets related to the past U.K. operations.

 

As of June 30, 2023, we have not recognized a valuation allowance against our other foreign deferred tax assets, as realization is considered to be more likely than not.

 

As of June 30, 2023, the Company maintains its assertion that all foreign earnings will be indefinitely reinvested in those operations, other than earnings generated in the U.K.

 

There were no unrecognized tax benefits related to uncertain tax positions at June 30, 2023 and December 31, 2022.

 

As a result of our operations, we file income tax returns in various jurisdictions including U.S. federal, U.S. state and foreign jurisdictions. We are routinely subject to examination by taxing authorities in these various jurisdictions. Our U.S. tax matters for 2019-2022 remain subject to IRS examination. Our U.S. tax matters for 2005-2007 and 2011-2015 also remain subject to IRS examination due to the remaining availability of net operating loss carryforwards generated in those years. Our U.S. tax matters for 2005-2007 and 2011-2022 remain subject to examination by various state and local tax jurisdictions. Our tax matters for the years 2013 through 2022 remain subject to examination by the respective foreign tax jurisdiction authorities.

 

10

 

 

7.

OPERATING LEASES

 

The Company has operating leases predominantly for operating facilities. As of June 30, 2023, the remaining lease terms on our operating leases range from approximately one (1) year to eight (8) years. Lease terms include renewal options reasonably certain of exercise. There is no transfer of title or option to purchase the leased assets upon expiration. There are no residual value guarantees or material restrictive covenants.

 

The components of lease expense for the current and prior-year comparative periods were as follows:

 

   

Three months ended

   

Six months ended

 
   

June 30,

2023

   

June 30,

2022

   

June 30,

2023

   

June 30,

2022

 

Operating lease cost

  $ 239     $ 226     $ 480     $ 458  

Variable lease cost

    29       23       57       47  

Total lease cost

  $ 268     $ 249     $ 537     $ 505  

 

Supplemental cash flow information related to leases was as follows:

 

   

Six-month period ended June 30,

 
   

2023

   

2022

 
Cash paid for amounts included in the measurement of lease liabilities:                

Operating cash flows from operating leases

  $ 494     $ 449  

Right-of-use assets obtained in exchange for lease liabilities:

  $ 310     $ -  

 

Supplemental consolidated balance sheet information related to leases was as follows:

 

 

Balance sheet classification

 

June 30,

2023

   

December 31,

2022

 
Assets:                  

Operating lease right-of-use asset

Other noncurrent assets   $ 2,187     $ 2,187  
                   
Liabilities:                  

Current operating lease liability

Accrued expenses and other current liabilities   $ 968     $ 895  

Operating lease liability, net of current portion

Other noncurrent liabilities     1,199       1,307  
Total operating lease liability   $ 2,167     $ 2,202  
                   
Weighted-average remaining lease term (years)     4.4       4.7  
                   
Weighted-average discount rate     4.5 %     4.5 %

 

Future minimum lease payments as of June 30, 2023 are as follows:

 

Maturity of operating lease liabilities

       

2023

  $ 520  

2024

    652  

2025

    313  
2026     245  
2027     222  
Thereafter     436  

Total lease payments

    2,388  

Less: Imputed interest

    (221 )

Present value of remaining lease payments

  $ 2,167  

 

11

 

 

8.

COMMITMENTS AND CONTINGENCIES

 

Purchase Commitments

 

As of June 30, 2023, we have made commitments to purchase approximately $1,023 of production machinery and equipment.

 

Product Warranties

 

We estimate future warranty costs to be incurred for product failure rates, material usage and service costs in the development of our warranty obligations. Estimated future costs are based on actual past experience and are generally estimated as a percentage of sales over the warranty period. Changes in our product warranty liability during the first six months of 2023 and 2022 were as follows:

 

   

Six-month period ended June 30,

 
   

2023

   

2022

 

Accrued warranty obligations – beginning

  $ 323     $ 133  

Accruals for warranties issued

    172       25  

Settlements made

    (62 )     (26 )

Accrued warranty obligations – ending

  $ 433     $ 132  

 

 

Contingencies and Legal Matters

 

We are subject to legal proceedings and claims that arise from time to time in the normal course of business. We believe that the final disposition of any such matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, recognizing that legal matters are subject to inherent uncertainties, there exists the possibility that ultimate resolution of these matters could have a material adverse impact on the Company’s financial position, results of operations or cash flows. We are not aware of any such situations at this time.

 

 

 
9.

REVENUE RECOGNITION

 

Revenues are generated from the sale of products. Performance obligations are met and revenue is recognized upon transfer of control to the customer, which is generally upon shipment. When contract terms require transfer of control upon delivery at a customer’s location, revenue is recognized on the date of delivery. For products shipped under vendor-managed inventory arrangements, revenue is recognized and billed when the product is consumed by the customer, at which point control has transferred and there are no further obligations by the Company. Revenue is measured as the amount of consideration we expect to receive in exchange for shipped product. Sales, value-added and other taxes billed and collected from customers are excluded from revenue. Customers, including distributors, do not have a general right of return.

 

Separately priced extended warranty contracts are offered on certain Communications Systems products for a duration of up to eight (8) years. Extended warranties are treated as separate performance obligations and recognized to revenue evenly over the term of the respective contract. Revenue not yet recognized on extended warranty contracts is recorded as deferred revenue on the consolidated balance sheet.

 

As of June 30, 2023, there was deferred revenue on extended warranty contracts of $944, comprised of $164 expected to be recognized as revenue within one (1) year and classified as accrued expenses and other current liabilities on our consolidated balance sheet, and $780 expected to be recognized as revenue over the remaining duration of the respective contracts and classified as other noncurrent liabilities on our consolidated balance sheet.

 

As of December 31, 2022, there was deferred revenue on extended warranty contracts of $682, comprised of $119 expected to be recognized as revenue within one (1) year and classified as accrued expenses and other current liabilities on our consolidated balance sheet, and $563 expected to be recognized as revenue over the remaining duration of the respective contracts and classified as other noncurrent liabilities on our consolidated balance sheet.

 

12

 

As of June 30, 2023 and December 31, 2022, the Company had no other unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, we have applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations.

 

 

 

10.

BUSINESS SEGMENT INFORMATION

 

We report our results in two operating segments: Battery & Energy Products and Communications Systems. The Battery & Energy Products segment includes Lithium 9-volt, cylindrical and various other non-rechargeable batteries, in addition to rechargeable batteries, uninterruptable power supplies, charging systems and accessories. The Communications Systems segment includes RF amplifiers, power supplies, cable and connector assemblies, amplified speakers, equipment mounts, case equipment, man-portable systems, integrated communication systems for fixed or vehicle applications and communications and electronics systems design. We believe that reporting performance at the gross profit level is the best indicator of segment performance.

 

Three-month period ended June 30, 2023:

 

   

Battery &

Energy

Products

   

Communications

Systems

   

Corporate

   

Total

 

Revenues

  $ 33,861     $ 8,831     $ -     $ 42,692  

Segment contribution

    7,543       3,045       (6,923 )     3,665  

Other income

                    1,058       1,058  

Income tax provision

                    (1,375 )     (1,375 )

Non-controlling interest

                    (8 )     (8 )

Net income attributable to Ultralife

                          $ 3,340  

 

Three-month period ended June 30, 2022:

 

   

Battery &

Energy

Products

   

Communications

Systems

   

Corporate

   

Total

 

Revenues

  $ 30,140     $ 1,986     $ -     $ 32,126  

Segment contribution

    7,151       495       (6,853 )     793  

Other expense

                    (115 )     (115 )

Income tax provision

                    (170 )     (170 )

Non-controlling interest

                    4       4  

Net income attributable to Ultralife

                          $ 512  

 

Six-month period ended June 30, 2023:

 

   

Battery &

Energy

Products

   

Communications

Systems

   

Corporate

   

Total

 

Revenues

  $ 62,331     $ 12,277     $ -     $ 74,608  

Segment contribution

    14,055       3,969       (14,333 )     3,691  

Other income

                    564       564  

Income tax provision

                    (1,242 )     (1,242 )

Non-controlling interest

                    (19 )     (19 )

Net income attributable to Ultralife

                          $ 2,994  

 

13

 

 

Six-month period ended June 30, 2022:

 

   

Battery &

Energy

Products

   

Communications

Systems

   

Corporate

   

Total

 

Revenues

  $ 59,290     $ 3,209     $ -     $ 62,499  

Segment contribution

    13,872       732       (14,106 )     498  

Other expense

                    (232 )     (232 )

Income tax benefit

                    81       81  

Non-controlling interest

                    (3 )     (3 )

Net income attributable to Ultralife

                          $ 344  

 

 

The following tables disaggregate our business segment revenues by major source and geography.

 

Commercial and Government/Defense Revenue Information:

 

Three-month period ended June 30, 2023:

 

   

Total

Revenue

   

Commercial

   

Government/

Defense

 

Battery & Energy Products

  $ 33,861     $ 26,950     $ 6,911  

Communications Systems

    8,831       -       8,831  

Total

  $ 42,692     $ 26,950     $ 15,742  
              63 %     37 %

 

Three-month period ended June 30, 2022:

 

   

Total

Revenue

   

Commercial

   

Government/

Defense

 

Battery & Energy Products

  $ 30,140     $ 24,682     $ 5,458  

Communications Systems

    1,986       -       1,986  

Total

  $ 32,126     $ 24,682     $ 7,444  
              77 %     23 %

 

Six-month period ended June 30, 2023:

 

   

Total

Revenue

   

Commercial

   

Government/

Defense

 

Battery & Energy Products

  $ 62,331     $ 49,169     $ 13,162  

Communications Systems

    12,277       -       12,277  

Total

  $ 74,608     $ 49,169     $ 25,439  
              66 %     34 %

 

Six-month period ended June 30, 2022:

 

   

Total

Revenue

   

Commercial

   

Government/

Defense

 

Battery & Energy Products

  $ 59,290     $ 47,276     $ 12,014  

Communications Systems

    3,209       -       3,209  

Total

  $ 62,499     $ 47,276     $ 15,223  
              76 %     24 %

 

14

 

 

U.S. and Non-U.S. Revenue Information1:

 

Three-month period ended June 30, 2023:

 

   

Total

Revenue

   

United

States

   

Non-United

States

 

Battery & Energy Products

  $ 33,861     $ 17,394     $ 16,467  

Communications Systems

    8,831       3,945       4,886  

Total

  $ 42,692     $ 21,339     $ 21,353  
              50 %     50 %

 

Three-month period ended June 30, 2022:

 

   

Total

Revenue

   

United

States

   

Non-United

States

 

Battery & Energy Products

  $ 30,140     $ 13,330     $ 16,810  

Communications Systems

    1,986       1,910       76  

Total

  $ 32,126       15,240     $ 16,886  
              47 %     53 %

 

Six-month period ended June 30, 2023:

 

   

Total

Revenue

   

United

States

   

Non-United

States

 

Battery & Energy Products

  $ 62,331     $ 31,162     $ 31,169  

Communications Systems

    12,277       6,822       5,455  

Total

  $ 74,608     $ 37,984     $ 36,624  
              51 %     49 %

 

Six-month period ended June 30, 2022:

 

   

Total

Revenue

   

United

States

   

Non-United

States

 

Battery & Energy Products

  $ 59,290     $ 27,870     $ 31,420  

Communications Systems

    3,209       3,062       147  

Total

  $ 62,499     $ 30,932     $ 31,567  
              49 %     51 %

 

1 Sales classified to U.S. include shipments to U.S.-based prime contractors which in some cases may serve non-U.S. projects.

 

15

 

 

 

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This report contains certain forward-looking statements and information that are based on the beliefs of management as well as assumptions made by and information currently available to management. The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, changes in economic conditions including inflation and supply chain disruptions affecting our business, revenues and earnings adversely; the continued impact of COVID-19 causing delays in the manufacture and delivery of our mission critical products to end customers;  our reliance on certain key customers; our efforts to develop new commercial applications for our products; reduced U.S. and foreign military spending including the uncertainty associated with government budget approvals; the unique risks associated with our China operations; breaches in information systems security and other disruptions in our information technology systems; potential disruptions in our supply of raw materials and components; fluctuations in the price of oil and the resulting impact on the demand for downhole drilling; our ability to retain top management and key personnel; our resources being overwhelmed by our growth; possible future declines in demand for the products that use our batteries or communications systems; safety risks, including the risk of fire; variability in our quarterly and annual results and the price of our common stock; rising interest rates increasing the cost of our variable borrowings; purchases by our customers of product quantities not meeting the volume expectations in our supply agreements; potential costs attributable to the warranties we supply with our products and services; our inability to comply with changes to the regulations for the shipment of our products; our ability to utilize our net operating loss carryforwards; our entrance into new end-markets which could lead to additional financial exposure; negative publicity concerning Lithium-ion batteries; possible impairments of our goodwill and other intangible assets; our exposure to foreign currency fluctuations; the risk that we are unable to protect our proprietary and intellectual property; rules and procedures regarding contracting with the U.S. and foreign governments; exposure to possible violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or other anti-corruption laws; known and unknown environmental matters; possible audits of our contracts by the U.S. and foreign governments and their respective defense agencies; our ability to comply with government regulations regarding the use of “conflict minerals”; technological innovations in the non-rechargeable and rechargeable battery industries; and other risks and uncertainties, certain of which are beyond our control.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those forward-looking statements described herein. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “seek,” “project,” “intend,” “plan,” “may,” “will,” “should,” “would,” “could,” or words of similar import are intended to identify forward-looking statements. For further discussion of certain of the matters described above and other risks and uncertainties, see Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition and liquidity and the development of the industries in which we operate are consistent with the forward-looking statements contained in this quarterly report, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

 

Undue reliance should not be placed on our forward-looking statements. Except as required by law, we disclaim any obligation to update any risk factors or to publicly announce the results of any revisions to any of the forward looking statements in this report to reflect new information or risks, future events or other developments.

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements and notes thereto in Part I, Item 1 of this Form 10-Q, and the consolidated financial statements and notes thereto and risk factors in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

The financial information in this MD&A is presented in thousands of dollars, except for share and per share amounts, unless otherwise specified.

 

16

 

General

 

We offer products and services ranging from power solutions to communications and electronics systems to customers across the globe in the government, defense and commercial sectors. With an emphasis on strong engineering and a collaborative approach to problem solving, we design and manufacture power and communications systems including: rechargeable and non-rechargeable batteries, charging systems, communications and electronics systems and accessories, and custom engineered systems related to those product lines. We continually evaluate ways to grow, including the design, development and sale of new products, expansion of our sales force to penetrate new markets and territories, as well as seeking opportunities to expand through acquisitions.

 

We sell our products worldwide through a variety of trade channels, including original equipment manufacturers (“OEMs”), industrial and defense supply distributors, and directly to U.S. and foreign defense departments. We enjoy strong name recognition in our markets under our Ultralife® Batteries, Lithium Power®, McDowell Research®, AMTITM, ABLETM, ACCUTRONICS™, ACCUPRO™, ENTELLION™, SWE Southwest Electronic Energy Group™, SWE DRILL-DATA™, SWE SEASAFE™, Excell Battery Group™ and Criterion Gauge brands. We have sales, operations and product development facilities in North America, Europe and Asia.

 

We report our results in two operating segments: Battery & Energy Products and Communications Systems. The Battery & Energy Products segment includes Lithium 9-volt, cylindrical, thin cell and other non-rechargeable batteries, in addition to rechargeable batteries, uninterruptable power supplies, charging systems and accessories. The Communications Systems segment includes RF amplifiers, power supplies, cable and connector assemblies, amplified speakers, equipment mounts, case equipment, man-portable systems, integrated communication systems for fixed or vehicle applications and communications and electronics systems design. We believe that reporting performance at the gross profit level is the best indicator of segment performance. As such, we report segment performance at the gross profit level and operating expenses as Corporate charges (See Note 10 in the notes to consolidated financial statements.)

 

Our website address is www.ultralifecorporation.com. We make available free of charge via a hyperlink on our website (see Investor Relations link on the website) our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports and statements as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). We will provide copies of these reports upon written request to the attention of Philip A. Fain, CFO, Treasurer and Secretary, Ultralife Corporation, 2000 Technology Parkway, Newark, New York, 14513. Our filings with the SEC are also available through the SEC website at www.sec.gov or at the SEC Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling 1-800-SEC-0330.

 

 

Overview

 

Consolidated revenues of $42,692 for the three-month period ended June 30, 2023, increased by $10,566 or 32.9%, over $32,126 for the three-month period ended June 30, 2022, reflecting increases in government/defense sales of 111.5% and commercial sales of 9.2%.  Sales for our Battery & Energy Products segment increased 12.3% from $30,140 in the second quarter of 2022 to $33,861 for the second quarter of 2023, and sales for our Communications Systems segment increased 344.6% from $1,986 to $8,831.

 

Gross profit was $10,588, or 24.8% of revenue, for the three-month period ended June 30, 2023, compared to $7,646, or 23.8% of revenue, for the same quarter a year ago. The 100-basis point improvement primarily resulted from higher factory volume and favorable product mix for our Communications Systems business.

 

Operating expenses increased to $6,923 for the three-month period ended June 30, 2023, compared to $6,853 for the three-month period ended June 30, 2022. The increase of $70 or 1.0% was primarily attributable to slightly higher new product development investments in the 2023 period. Operating expenses represented 16.2% of revenues compared to 21.3% of revenues for the year-earlier period.

 

Operating income for the three-month period ended June 30, 2023 was $3,665, or 8.6% of revenues, compared to $793, or 2.5% of revenues, for the year-earlier period. The increase in operating income resulted from the 32.9% increase in revenues leveraged by the 100-basis point improvement in gross margin and the 510-basis point improvement in operating expenses to revenues ratio.

 

17

 

Other income (expense) for the second quarter of 2023 includes an Employee Retention Credit of $1,544 under Section 2301 of the Coronavirus Aid, Relief and Economic Security Act which was filed with the Internal Revenue Service during the period.

 

Net income was $3,340 or $0.21 per share – basic and diluted on a GAAP basis, compared to net income of $512 million or $0.03 per share – basic and diluted for the second quarter of 2022.  Adjusted EPS was $0.29 - basic and diluted for the second quarter of 2023, compared to $0.03 - basic and diluted for the 2022 period. Adjusted EPS excludes the provision for deferred taxes of $1,278 which primarily represents non-cash charges for U.S. taxes which will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. See the section “Adjusted EPS” on Page 23 for a reconciliation of adjusted EPS to EPS.

 

Adjusted EBITDA, defined as net income attributable to Ultralife before net interest expense, provision (benefit) for income taxes, depreciation and amortization, and stock-based compensation expense, plus/minus expenses/income that we do not consider reflective of our ongoing operations, amounted to $6,296, or 14.7% of revenues, for the second quarter of 2023, compared to $2,185, or 6.8% of revenues, for the second quarter of 2022. See the section “Adjusted EBITDA” beginning on Page 21 for a reconciliation of adjusted EBITDA to net income attributable to Ultralife.

 

With backlog increasing to $110,875 and durable demand across our diverse end markets, the near-term highest priority remains to recapture gross margin through continued execution of price realization activities, qualification of alternate component suppliers, and lean manufacturing initiatives.  These actions position us to deliver high-quality, sustainable profitable growth for 2023 generating incremental cash flow to pay down our acquisition debt and further invest in our businesses.  We continue to strengthen our relationships with our key customers using our global new product development and sales resources to support future growth in target markets.

 

 

Results of Operations

 

Three-Month Periods Ended June 30, 2023 and June 30, 2022

 

Revenues. Consolidated revenues for the three-month period ended June 30, 2023 were $42,692, an increase of $10,566, or 32.9%, over $32,126 for the three-month period ended June 30, 2022. Overall, government/defense sales increased 111.5% and commercial sales increased 9.2%.

 

Battery & Energy Products revenues increased $3,721, or 12.3%, from $30,140 for the three-month period ended June 30, 2022 to $33,861 for the three-month period ended June 30, 2023, reflecting increases of $2,268 or 9.2% in commercial sales and $1,453 and 26.6% in government/defense sales.  The increase in commercial sales was driven by a $1,966 or 25.2% increase in medical sales reflecting an increased demand for our batteries used in ventilators, respirators, infusion pumps and other medical devices and a $1,694 or 17.9% increase in oil & gas sales reflecting a rebound in the energy sector.  These increases in commercial sales were partially offset by a $1,392 or 18.8% decrease in industrial and other commercial sales primarily attributable to 9-Volt and our new Thionyl Chloride and thin cell battery cells for which sales are expected to rebound in future periods.

 

Communications Systems sales increased $6,845, or 344.6%, from $1,986 for the three-month period ended June 30, 2022 to $8,831 for the three-month period ended June 30, 2023. The increase was primarily attributable to shipments of vehicle-amplifier adaptor orders to a global defense contractor for the U.S. Army and of integrated systems of amplifiers and radio vehicle mounts to a major international defense contractor for an ongoing allied country government/defense modernization program.

 

Our total backlog at June 30, 2023 was $110,875 representing a 40.1% increase over the comparable $79,147 for the same period last year, with $76,400 due to ship over the remaining six months of 2023.  Total backlog increased $2,772 or 2.6% compared to the backlog of $108,102 at March 31, 2023.

 

Cost of Products Sold / Gross Profit. Cost of products sold totaled $32,104 for the quarter ended June 30, 2023, an increase of $7,624, or 31.1%, from the $24,480 reported for the same three-month period a year ago. Consolidated cost of products sold as a percentage of total revenue decreased from 76.2% for the three-month period ended June 30, 2022 to 75.2% for the three-month period ended June 30, 2023. Correspondingly, consolidated gross margin increased from 23.8% for the three-month period ended June 30, 2022, to 24.8% for the three-month period ended June 30, 2023, primarily reflecting higher factory volume and favorable product mix for our Communications Systems business.

 

For our Battery & Energy Products segment, gross profit for the second quarter of 2023 was $7,543, an increase of $392 or 5.5% from gross profit of $7,151 for the second quarter of 2022. Battery & Energy Products’ gross margin of 22.3% decreased by 140-basis points from the 23.7% gross margin for the year-earlier period, primarily reflecting lingering inefficiencies resulting from the January 2023 cyberattack, disposition of certain non-conforming materials and continued investments in the transition of new products to high volume production, partially offset by improved price realization.

 

18

 

For our Communications Systems segment, gross profit for the second quarter of 2023 was $3,045 or 34.5% of revenues, compared to gross profit of $495 or 24.9% of revenues for the second quarter of 2022. The 960-basis point increase in gross margin was primarily due to higher factory volume and favorable product mix compared to last year’s second quarter.

 

Operating Expense. Overall, operating expenses were 16.2% of revenue for the quarter ended June 30, 2023 compared to 21.3% of revenue for the quarter ended June 30, 2022. Amortization expense associated with intangible assets related to our acquisitions was $227 for the second quarter of 2023 ($203 in selling, general and administrative expenses and $24 in research and development costs), compared with $323 for the second quarter of 2022 ($298 in selling, general, and administrative expenses and $25 in research and development costs). Research and development costs were $1,778 for the three-month period ended June 30, 2023, an increase of $106 or 6.3%, from $1,672 for the three-months ended June 30, 2022. The increase is largely attributable to an increase in new product development in our Communications Systems business to pursue both government/defense major programs and commercial opportunities. Selling, general, and administrative expenses were essentially flat year over year, decreasing from $5,181 for the second quarter of 2022 to $5,145 for the second quarter of 2023.

 

Other Income (Expense). Other income (expense) totaled $1,058 for the three-month period ended June 30, 2023 compared to ($115) for the three-month period ended June 30, 2022.  Other income for the 2023 period includes an Employee Retention Credit (“ERC”) of $1,544 under Section 2301 of the Coronavirus Aid, Relief and Economic Security Act which was filed with the Internal Revenue Service during the second quarter of 2023. Interest and financing expense increased $263, or 148.6%, from ($177) for the second quarter of 2022 to ($440) for the comparable period in 2023. The increase is primarily due to the financing of our acquisition of Excell in December 2021, working capital funding resulting from the January 2023 cyberattack and rising interest rates. Excluding the $1,544 gain for the ERC, miscellaneous income (expense) amounted to ($46) for the second quarter of 2023 compared to $62 for the second quarter of 2022, primarily attributable to foreign exchange gains and loss due to fluctuations in foreign currency exchange rates.

 

Income Taxes. The tax provision for the 2023 second quarter was $1,375 compared to $170 for the second quarter of 2022. Our effective tax rate increased to 29.1% for the second quarter of 2023 as compared to 25.1% for the second quarter of 2022, primarily attributable to the magnitude of our income reported in the 2023 quarter, including the Employee Retention Credit, and the geographic mix of our operating results.  The income tax provision for the second quarter of 2023 is comprised of a $97 current provision for taxes expected to be paid on income primarily in foreign jurisdictions, representing a cash-based effective tax rate of 2.1%, and a $1,278 deferred tax provision which primarily represents non-cash charges for U.S. taxes that will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.  For the comparable 2022 period, the income tax provision was comprised of a $143 current tax provision, representing a cash-based effective tax rate of 21.1%, and a $27 deferred tax provision. The period over period change in the cash-based effective tax rate is primarily attributable to the geographic mix of our operating results. See Note 6 to the consolidated financial statements in Item 1 of Part I of this Form 10-Q for additional information regarding our income taxes.

 

Net Income Attributable to Ultralife. Net income attributable to Ultralife was $3,340, or $0.21 per share – basic and diluted on a GAAP basis for the three-month period ended June 30, 2023, compared to $512, or $0.03 per share – basic and diluted, for the three-month period ended June 30, 2022.  Adjusted EPS was $0.29 on a diluted basis for the second quarter of 2023, compared to $0.03 for the second quarter of 2022.  Adjusted EPS excludes the provision for deferred taxes of $1,278 and $27 for the 2023 and 2022 periods, respectively, which primarily represent non-cash charges for U.S. taxes that will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.  See the section “Adjusted EPS” on Page 23 for a reconciliation of adjusted EPS to EPS. 

 

Weighted average shares outstanding used to compute diluted earnings per share decreased from 16,149,278 for the second quarter of 2022 to 16,143,686 for the second quarter of 2023. The decrease is attributable to stock option exercises since the second quarter of 2022 offset by a decrease in the average stock price used to compute diluted shares from $4.93 for the second quarter of 2022 to $4.52 for the second quarter of 2023. Accordingly, dilutive shares of 20,352 were added to basic weighted average shares for the 2022 period compared to 2,334 for the 2023 period.

 

19

 

Six-Month Periods Ended June 30, 2023 and June 30, 2022

 

Revenues.  Consolidated revenues for the six-month period ended June 30, 2023 were $74,608, an increase of $12,109, or 19.4%, over $62,499 for the six-month period ended June 30, 2022.  Overall, government/defense sales increased $10,216 or 67.1% and commercial sales increased $1,893 or 4.0% .  On January 25, 2023, the Company experienced a ransomware cyberattack which impacted our ability to process orders, ship products, provide services to our customers and effectively manage our sales and operating planning process over a several week period for our Newark, NY location and an even longer period for our Virginia Beach, VA location. A large portion of our time during the quarter was devoted to data restoration, systems security augmentation, and regulatory reporting of the cyberattack, all of which were successfully accomplished with no ransom paid.  Management continues to work on its cybersecurity insurance claim covering the cost of engaging external cybersecurity experts and the business interruption impact.

 

Battery & Energy Products revenues increased $3,041, or 5.1%, from $59,290 for the six-month period ended June 30, 2022 to $62,331 for the six-month period ended June 30, 2023.  The increase was attributable to a $1,893 or 4.0% increase in commercial sales and a $1,148 or 9.6% increase in government/defense sales.  The increase in commercial sales was driven by a $3,601 or 19.5% increase in oil & gas sales reflecting the recent rebound in the energy sector and a $597 or 3.9% increase in medical battery sales due to the high demand for our batteries used in ventilators, respirators, infusion pumps and other medical devices. These increases in commercial sales were partially offset by a $2,305 or 16.9% decrease in industrial and other commercial market sales primarily due to timing of demand for 9-Volt and our new Thionyl Chloride and thin cell battery cells which are expected to rebound in future periods. 

 

Communications Systems revenues increased $9,068, or 282.6%, from $3,209 for the six-month period ended June 30, 2022 to $12,277 for the six-month period ended June 30, 2023. This increase was primarily attributable to shipments of vehicle-amplifier adaptor orders to a global defense contractor for the U.S. Army and of integrated systems of amplifiers and radio vehicle mounts to a major international defense contractor for an ongoing allied country government/defense modernization program.

 

Cost of Products Sold / Gross Profit.  Cost of products sold totaled $56,584 for the six-month period ended June 30, 2023, an increase of $8,689, or 18.1%, from the $47,895 reported for the same six-month period a year ago. Consolidated cost of products sold as a percentage of total revenue decreased from 76.6% for the six-month period ended June 30, 2022 to 75.8% for the six-month period ended June 30, 2023. Correspondingly, consolidated gross margin increased from 23.4% for the six-month period ended June 30, 2022, to 24.2% for the six-month period ended June 30, 2023, primarily reflecting higher factory volume and favorable product mix for our Communications Systems segment, tempered by the inefficiencies experienced at our Newark, NY and Virginia Beach, VA facilities resulting from the January 2023 cyberattack. 

 

For our Battery & Energy Products segment, gross profit for the first six months of 2023 was $14,055, an increase of $183 or 1.3% over gross profit of $13,872 for the comparable 2022 period. Battery & Energy Products’ gross margin of 22.5% decreased by 90 basis points from the 23.4% gross margin for the year-earlier period, primarily reflecting lingering supply chain disruptions, inefficiencies resulting from the January 2023 cyberattack, disposition of certain non-conforming materials and continued investments in the transition of new products to high volume production, partially offset by improved price realization.

 

For our Communications Systems segment, gross profit for the first six months of 2023 was $3,969 or 32.3% of revenues, compared to gross profit of $732 or 22.8% of revenues, for the comparable 2022 period. The increase was primarily due to higher factory volume and favorable product mix compared to last year’s second quarter.

 

Operating Expenses. Operating expenses for the six-month period ended June 30, 2023 were $14,333, an increase of $227 or 1.6% from the $14,106 for the six-month period ended June 30, 2022.  The increase is primarily attributable to increased new product development investments and the recording of the $100 deductible on our cybersecurity insurance policy for expenses incurred associated with the January 2023 cyberattack.  Both periods reflected continued tight control over discretionary spending.

 

Overall, operating expenses as a percentage of revenues were 19.2% for the six-month period ended June 30, 2023 compared to 22.6% for the six-month period ended June 30, 2022.  Amortization expense associated with intangible assets related to our acquisitions was $436 for the first six months of 2023 ($388 in selling, general and administrative expenses and $48 in research and development costs), compared with $651 for the first six months of 2022 ($600 in selling, general, and administrative expenses and $51 in research and development costs). Research and development costs were $3,810 for the six-month period ended June 30, 2023, an increase of $281 or 8.0%, from $3,529 for the six-months ended June 30, 2022. The increase is largely attributable to an increase in new product development in our Communications Systems business to pursue both government/defense major programs and commercial opportunities. Selling, general, and administrative expenses were essentially flat year over year, decreasing from $10,577 for the first six months of 2022 to $10,523 for the first six months of 2023, a decrease of $54 or 0.05%. 

 

20

 

Other Income (Expense). Other income (expense) totaled $564 for the six-month period ended June 30, 2023 compared to ($232) for the six-month period ended June 30, 2022.  Other income for the 2023 period includes an Employee Retention Credit for $1,544 under Section 2301 of the Coronavirus Aid, Relief and Economic Security Act which was filed with the Internal Revenue Service during the second quarter of 2023. Interest and financing expense increased $553, or 177.8%, from ($311) for the first six months of 2022 to ($864) for the comparable period in 2023. The increase is primarily due to the financing of our acquisition of Excell in December 2021, working capital funding resulting from our January 2023 cyberattack and rising interest rates. Excluding the ERC gain in the 2023 period, miscellaneous income (expense) amounted to ($116) for the 2023 period compared to $79 for the 2022 period, primarily attributable to foreign exchange gains and loss due to fluctuations in foreign currency exchange rates.

 

Income Taxes. The income tax provision for the 2023 six-month period was $1,242 compared to an income tax benefit of ($81) for the 2022 six-month period. Our effective tax rate increased to 29.2% for the 2023 period as compared to (30.5%) for the 2022 period, primarily attributable to the magnitude of our income reported in the first six-months of 2023, including the Employee Retention Credit, and the geographic mix of our operating results.  The income tax provision for the first six months of  2023 is comprised of a $354 current provision for taxes expected to be paid on income primarily in foreign jurisdictions, representing a cash-based effective tax rate of 8.3%, and an $888 deferred tax provision which primarily represents non-cash charges for U.S. taxes that will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.  For the comparable 2022 period, the income tax benefit was comprised of a $294 current tax provision, representing a cash-based effective tax rate of 110.5%, and a ($375) deferred tax benefit.  The period over period change in the cash-based effective tax rate is primarily attributable to the geographic mix of our operating results. See Note 6 to the consolidated financial statements in Item 1 of Part I of this Form 10-Q for additional information regarding our income taxes.

 

Net Income Attributable to Ultralife. Net income attributable to Ultralife was $2,994, or $0.19 per share – basic and diluted on a GAAP basis for the six-month period ended June 30, 2023, compared to $344, or $0.02 per share – basic and diluted, for the six-month period ended June 30, 2022. Adjusted EPS was $0.24 on a diluted basis for the 2023 period, compared to $0.00 for the 2022 period. Adjusted EPS excludes the provision (benefit) for deferred taxes of $888 and ($375) for the 2023 and 2022 periods, respectively, which primarily represents non-cash charges (benefits) for U.S. taxes that will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.  See the section “Adjusted EPS” on Page 23 for a reconciliation of adjusted EPS to EPS. 

 

Weighted average shares outstanding used to compute diluted earnings per share decreased from 16,141,083 for the first six-months of 2022 to 16,140,528 for the first six-months of 2023. The decrease is attributable to stock option exercises since the second quarter of 2022 offset by a decrease in the average stock price used to compute diluted shares from $5.11 for the six-month period ended June 30, 2022 to $4.25 for the six-month period ended June 30, 2023. Accordingly diluted shares of 24,751 were added to basic weighted average shares in 2022 compared to 2,157 in 2023.

 

 

Adjusted EBITDA

 

In evaluating our business, we consider and use adjusted EBITDA, a non-GAAP financial measure, as a supplemental measure of our operating performance. We define adjusted EBITDA as net income (loss) attributable to Ultralife before interest expense, provision (benefit) for income taxes, depreciation and amortization, and stock-based compensation expense, plus/minus expense/income that we do not consider reflective of our ongoing continuing operations. We also use adjusted EBITDA as a supplemental measure to review and assess our operating performance and to enhance comparability between periods. We believe the use of adjusted EBITDA facilitates investors’ understanding of operating performance from period to period by backing out potential differences caused by variations in such items as capital structures (affecting relative interest expense and stock-based compensation expense), the amortization of intangible assets acquired through our business acquisitions (affecting relative amortization expense and provision (benefit) for income taxes), the age and book value of facilities and equipment (affecting relative depreciation expense) and one-time charges/benefits relating to income taxes. We also present adjusted EBITDA from operations because we believe it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance. We reconcile adjusted EBITDA to net income (loss) attributable to Ultralife Corporation, the most comparable financial measure under GAAP.

 

We use adjusted EBITDA in our decision-making processes relating to the operation of our business together with GAAP financial measures such as operating income (loss). We believe that adjusted EBITDA permits a comparative assessment of our operating performance, relative to our performance based on our GAAP results, while eliminating the effects of depreciation and amortization, which may vary from period to period without any correlation to underlying operating performance, and of stock-based compensation, which is a non-cash expense that varies widely among companies. We believe that by presenting adjusted EBITDA, we assist investors in gaining a better understanding of our business on a going forward basis. We provide information relating to our adjusted EBITDA so that securities analysts, investors and other interested parties have the same data that we employ in assessing our overall operations. We believe that trends in our adjusted EBITDA are a valuable indicator of our operating performance on a consolidated basis and of our ability to produce operating cash flows to fund working capital needs, to service debt obligations and to fund capital expenditures.

 

21

 

The term adjusted EBITDA is not defined under GAAP and is not a measure of operating income (loss), operating performance or liquidity presented in accordance with GAAP. Our adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance, adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) attributable to Ultralife Corporation or other consolidated statement of operations data prepared in accordance with GAAP. Some of these limitations include, but are not limited to, the following:

 

 

Adjusted EBITDA does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business;

 

 

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA from continuing operations does not reflect any cash requirements for such replacements;

 

 

While stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; and

 

 

Other companies may calculate adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

 

We compensate for these limitations by relying primarily on our GAAP results and using adjusted EBITDA only on a supplemental basis. Neither current nor potential investors in our securities should rely on adjusted EBITDA as a substitute for any GAAP measures and we encourage investors to review the following reconciliation of adjusted EBITDA to net loss attributable to Ultralife.

 

Adjusted EBITDA is calculated as follows for the periods presented:

 

 

   

Three-Month Period Ended

   

Six-Month Period Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Net income attributable to Ultralife Corporation

  $ 3,340     $ 512     $ 2,994     $ 344  

Add:

                               

Interest expense

    440       177       864       311  

Income tax provision (benefit)

    1,375       170       1,242       (81 )

Depreciation expense

    760       819       1,522       1,635  

Amortization expense

    227       323       436       651  

Stock-based compensation expense

    154       184       293       373  
Cybersecurity insurance policy deductible     -       -       100       -  

Non-cash purchase accounting adjustments

    -       -       -       55  

Adjusted EBITDA

  $ 6,296     $ 2,185     $ 7,451     $ 3,288  

 

22

 

 

Adjusted Earnings Per Share

 

In evaluating our business, we consider and use adjusted EPS, a non-GAAP financial measure, as a supplemental measure of our business performance. We define adjusted EPS as net income attributable to Ultralife Corporation excluding the provision (benefit) for deferred income taxes divided by our weighted average shares outstanding on both a basic and diluted basis.  We believe that this information is useful in providing period-to-period comparisons of our results by reflecting the portion of our tax provision that will be predominantly offset by our U.S. net operating loss carryforwards and other tax credits for the foreseeable future.  We reconcile adjusted EPS to EPS, the most comparable financial measure under GAAP.  Neither current nor potential investors in our securities should rely on adjusted EPS as a substitute for any GAAP measures and we encourage investors to review the following reconciliation of adjusted EPS to EPS and net income attributable to Ultralife Corporation.

 

Adjusted EPS is calculated as follows for the periods presented:

 

   

Three-Month Period Ended

 
   

June 30, 2023

   

June 30, 2022

 
   

Amount

   

Per

Basic

Share

   

Per

Diluted

Share

   

Amount

   

Per

Basic

Share

   

Per

Diluted

Share

 

Net Income

  $ 3,340     $ .21     $ .21     $ 512     $ .03     $ .03  

Deferred Tax Provision

    1,278       .08       .08       27       -       -  

Adjusted Net Income

  $ 4,618     $ .29     $ .29     $ 539     $ .03     $ .03  
                                                 

Weighted Average Shares Outstanding

            16,141       16,144               16,129       16,149  

 

   

Six-Month Period Ended

 
   

June 30, 2023

   

June 30, 2022

 
   

Amount

   

Per

Basic

Share

   

Per

Diluted

Share

   

Amount

   

Per

Basic

Share

   

Per

Diluted

Share

 

Net Income

  $ 2,994     $ .19     $ .19     $ 344     $ .02     $ .02  

Deferred Tax Provision (Benefit)

    888       .05       .05       (375 )     (.02 )     (.02 )

Adjusted Net Income (Loss)

  $ 3,882     $ .24     $ .24     $ (31 )   $ .00     $ .00  
                                                 

Weighted Average Shares Outstanding

            16,138       16,141               16,116       16,141  

 

23

 

Liquidity and Capital Resources

 

As of June 30, 2023, cash totaled $8,283 (including restricted cash of $81), an increase of $2,570 as compared to $5,713 of cash held at December 31, 2022, primarily attributable to draws on our credit facility and net income generated during the period.

 

During the six-month period ended June 30, 2023, cash provided by our operations was $386, as compared to $3,400 used in operations for the six-month period ended June 30, 2022.  For the 2023 period, cash provided by our operations was comprised of net income of $3,013 plus non-cash items totaling $3,171 for depreciation, amortization, stock-based compensation, and deferred taxes, largely offset by a $5,798 increase in net working capital. The increase in working capital was driven by the procurement of inventory to proactively manage our supply chain, reduce lead times and the impact of potential cost increases on components and raw materials, and enhance our position to service customer orders, as well as the effects of the January 2023 cyberattack.

 

Cash used in investing activities for the six months ended June 30, 2023 was $1,013 for capital expenditures, primarily reflecting investments in equipment for new products transitioning to high-volume manufacturing. 

 

Cash provided by financing activities for the six months ended June 30, 2023 was $3,362, largely attributable to draws on our credit facility primarily due to the sales impact of the January 2023 cyberattack as well as the advance purchase of certain critical raw materials, partially offset by principle payments on our term loan during the period.

 

We continue to have significant U.S. net operating loss carryforwards available to utilize as an offset to future taxable income. See Note 6 to the consolidated financial statements of this Form 10-Q for additional information.

 

Going forward, we expect positive operating cash flow and the availability under our Revolving Credit Facility will be sufficient to meet our general funding requirements for the foreseeable future.

 

To provide flexibility in accessing the capital market, the Company filed a shelf registration statement on Form S-3 on March 30, 2021, which was declared effective by the SEC on April 2, 2021. Under this registration statement, upon the filing of an appropriate supplemental prospectus, we may offer and sell certain of our securities from time to time in one or more offerings, at our discretion, of up to an aggregate offering price of $100 million. We intend to use the net proceeds resulting from any sales of our securities for general corporate purposes which may include, but are not limited to, potential acquisitions of complementary businesses or technologies, strategic capital expenditures to expand and protect our competitive position, and investments in the development of transformational, competitively-differentiated products for attractive growth markets.

 

 

Commitments

 

As of June 30, 2023, the Company had $17,630 outstanding borrowings on the Revolving Credit Facility and $7,167 on the Term Loan Facility. The Company was in full compliance with all covenants under the Credit Facilities as of June 30, 2023.

 

As of June 30, 2023, we had made commitments to purchase approximately $1,023 of production machinery and equipment.

 

 

Critical Accounting Policies

 

Management exercises judgment in making important decisions pertaining to choosing and applying accounting policies and methodologies in many areas.  Not only are these decisions necessary to comply with GAAP, but they also reflect management’s view of the most appropriate manner in which to record and report our overall financial performance. All accounting policies are important, and all policies described in Note 1 to the consolidated financial statements in our 2022 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q should be reviewed for a greater understanding of how our financial performance is recorded and reported.

 

During the first six months of 2023, there were no significant changes in the manner in which our significant accounting policies were applied or in which related assumptions and estimates were developed.

 

24

 

Item 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our President and Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer and Treasurer (Principal Financial Officer) have evaluated our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e)) as of the end of the period covered by this quarterly report. Based on this evaluation, our President and Chief Executive Officer and Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures were effective as of such date.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting (as defined in Securities Exchange Act Rule 13a-15(f)) that occurred during the fiscal quarter covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

25

 

 

PART II.         OTHER INFORMATION

 

Item 6. Exhibits

 

Exhibit

Index

 

Exhibit Description

 

Incorporated by Reference from

31.1

 

Rule 13a-14(a) / 15d-14(a) CEO Certifications

 

Filed herewith

31.2

 

Rule 13a-14(a) / 15d-14(a) CFO Certifications

 

Filed herewith

32

 

Section 1350 Certifications

 

Furnished herewith

101.INS

 

Inline XBRL Instance Document

 

Filed herewith

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

Filed herewith

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

Filed herewith

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

Filed herewith

 

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, (ii) Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022, and (v) Notes to Consolidated Financial Statements.

 

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.

 

 

       

ULTRALIFE CORPORATION

 
       

(Registrant)

 
           
 

Date: July 27, 2023

By:

/s/

Michael E. Manna

 
       

Michael E. Manna

 
       

President and Chief Executive Officer

 
       

(Principal Executive Officer)

 
           
           
 

Date: July 27, 2023

By:

/s/

Philip A. Fain

 
       

Philip A. Fain

 
       

Chief Financial Officer and Treasurer

 
       

(Principal Financial Officer and

 
       

Principal Accounting Officer)

 

 

27

Exhibit 31.1

 

I, Michael E. Manna, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Ultralife Corporation;

 

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: July 27, 2023

By:

/s/

Michael E. Manna

 
       

Michael E. Manna

 
       

President and Chief Executive Officer

 

 

 

Exhibit 31.2

 

I, Philip A. Fain, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Ultralife Corporation;

 

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: July 27, 2023

By:

/s/

Philip A. Fain                   

 
       

Philip A. Fain

 
       

Chief Financial Officer and Treasurer

 

 

 

Exhibit 32

 

 

Section 1350 Certification

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), Michael E. Manna and Philip A. Fain, the President and Chief Executive Officer and Chief Financial Officer and Treasurer, respectively, of Ultralife Corporation, certify that (i) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Ultralife Corporation.

 

A signed original of this written statement required by Section 906 has been provided to Ultralife Corporation and will be retained by Ultralife Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

           
 

Date: July 27, 2023

By:

/s/

Michael E. Manna

 
       

Michael E. Manna

 
       

President and Chief Executive Officer         

 
           
 

Date: July 27, 2023

By:

/s/

Philip A. Fain                       

 
       

Philip A. Fain

 
       

Chief Financial Officer and Treasurer