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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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February 7, 2019 |
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(Date of Report) |
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ULTRALIFE CORPORATION |
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(Exact name of registrant as specified in its charter) |
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Delaware |
000-20852 |
16-1387013 |
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(State of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2000 Technology Parkway, Newark, New York |
14513 |
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(Address of principal executive offices) |
(Zip Code) |
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(315) 332-7100 |
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(Registrant’s telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. [ ]
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. [ ] |
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Item 2.02 |
Results of Operations and Financial Condition |
On February 7, 2019, Ultralife Corporation issued a press release regarding the financial results for its fourth quarter ended December 31, 2018. A copy of this press release is attached hereto as Exhibit 99.1.
The information set forth in this Form 8-K and the attached exhibit is being furnished to and not filed with the Securities and Exchange Commission and shall not be deemed as incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.
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Item 9.01 |
Financial Statements, Pro Forma Financials and Exhibits |
(d) Exhibits.
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| Number | Exhibit Description | |
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99.1 |
Press Release of Ultralife Corporation dated February 7, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: February 7, 2019 |
ULTRALIFE Corporation |
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By: |
/s/ Philip A. Fain |
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Philip A. Fain |
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Chief Financial Officer and Treasurer |
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Exhibit 99.1
Ultralife Corporation Reports Fourth Quarter Results
Net Income of $19.7 Million Includes $18.7 Million Tax Benefit
NEWARK, N.Y. – February 7, 2019 -- Ultralife Corporation (NASDAQ: ULBI) reported operating income of $1.1 million on revenue of $20.9 million for the fourth quarter ended December 31, 2018 compared to operating income of $2.1 million on revenue of $22.5 million for the fourth quarter of 2017. For fiscal year 2018, Ultralife produced operating income of $6.6 million on revenue of $87.2 million compared to operating income of $6.5 million on revenue of $85.5 million for 2017.
“During the fourth quarter our Battery and Energy Products revenue grew 8% year-over-year from increases in both our commercial and government defense markets, with medical sales up 14%. However, at Communications Systems, after four consecutive quarters of double digit revenue growth, fourth quarter sales decreased year-over-year due to modifications to production and initial shipment schedules under the $19 million in delivery contracts received in October 2018 for the U.S. Army. Shipments are now anticipated to begin in the first quarter of 2019,” said Michael D. Popielec, President and Chief Executive Officer. “The opportunities for growth in 2019 from our commercial diversification strategy and government/defense customers remain strong, and we have started the new fiscal year with over $50 million in backlog, a 30% increase over the beginning of 2018. As a result of this starting point, other new revenue opportunities, and continued operating expense discipline, we expect to deliver profitable growth in 2019.”
Fourth Quarter 2018 Financial Results
Revenue was $20.9 million, a decrease of $1.6 million, or 7%, compared to $22.5 million for the fourth quarter of 2017. Battery & Energy Products sales increased 8% to $18.2 million compared to $16.8 million last year due primarily to a 13% increase in commercial sales reflecting higher shipments to medical customers and a 2% increase in government/defense sales. Communications Systems sales declined 51% from $5.7 million in the 2017 period to $2.8 million due primarily to higher shipments of Vehicle Amplifier-Adaptors to fulfill contracts in the fourth quarter of 2017.
Gross profit was $5.7 million, or 27.3% of revenue, compared to $6.9 million, or 30.5% of revenue, for the same quarter a year ago. Battery & Energy Products’ gross margin was 27.0% compared to 28.6% last year, and Communications Systems’ gross margin was 28.8% compared to 36.2% last year. The gross margin decrease was primarily due to sales mix.
Operating expenses were $4.6 million compared to $4.8 million last year reflecting continued tight control over discretionary spending. Operating expenses were 22.2% of revenue compared to 21.4% of revenue for the year earlier period.
Operating income was $1.1 million compared to $2.1 million last year for an operating margin of 5.1% compared to 9.1% last year.
Net income was $19.7 million, which includes a non-cash tax benefit of $18.7 million upon the release of the valuation allowance on our U.S. deferred tax assets based on management’s assessment of a number of factors including anticipated future sustained profitability of our business, compared to $3.8 million for 2017, which included a non-cash tax benefit of $1.9 million resulting from the Tax Cuts and Jobs Act. Reported earnings per share for the fourth quarter of 2018 were $1.24 which includes $0.07 from our operating performance plus $1.17 related to the tax benefit, compared to $0.24 for the fourth quarter of 2017 which included $0.12 from our operating performance plus $0.12 related to the tax benefit. Earnings per share for the full year of $1.57 include $0.40 per share from our 2018 operating performance compared to $0.49 which included $0.37 per share from our 2017 operating performance.
Adjusted EBITDA, defined as EBITDA including non-cash, stock-based compensation expense, of $9.9 million for 2018, or 11.4% of sales, grew 3% over the $9.6 million, or 11.2% of sales, reported last year.
See the “Non-GAAP Financial Measure – Adjusted EBITDA” section of this release for a reconciliation of Adjusted EBITDA to Net Income Attributable to Ultralife Corporation.
About Ultralife Corporation
Ultralife Corporation serves its markets with products and services ranging from power solutions to communications and electronics systems. Through its engineering and collaborative approach to problem solving, Ultralife serves government, defense and commercial customers across the globe.
Headquartered in Newark, New York, the Company's business segments include Battery & Energy Products and Communications Systems. Ultralife has operations in North America, Europe and Asia. For more information, visit www.ultralifecorp.com.
Conference Call Information
Ultralife will hold its fourth quarter earnings conference call today at 10:00 AM ET. To participate in the live call, please dial (800) 915-4836 at least ten minutes before the scheduled start time, identify yourself and ask for the Ultralife call. A live webcast of the conference call will be available to investors in the Events & Presentations section of the Company's website at http://investor.ultralifecorporation.com. For those who cannot listen to the live broadcast, a replay of the webcast will be available shortly after the call at the same location.
This press release may contain forward-looking statements based on current expectations that involve a number of risks and uncertainties. The potential risks and uncertainties that could cause actual results to differ materially include: potential reductions in revenues from key customers, uncertain global economic conditions and acceptance of our new products on a global basis. The Company cautions investors not to place undue reliance on forward-looking statements, which reflect the Company's analysis only as of today's date. The Company undertakes no obligation to publicly update forward-looking statements to reflect subsequent events or circumstances. Further information on these factors and other factors that could affect Ultralife’s financial results is included in Ultralife’s Securities and Exchange Commission (SEC) filings, including the latest Annual Report on Form 10-K.
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ULTRALIFE CORPORATION AND SUBSIDIARIES |
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CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) |
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ASSETS |
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December 31, |
December 31, |
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2018 |
2017 |
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Current Assets: |
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Cash |
$ | 25,934 | $ | 18,330 | ||||
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Trade Accounts Receivable, Net |
16,015 | 14,657 | ||||||
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Inventories |
22,843 | 26,326 | ||||||
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Prepaid Expenses and Other Current Assets |
2,429 | 2,603 | ||||||
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Total Current Assets |
67,221 | 61,916 | ||||||
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Property, Equipment and Improvements, Net |
10,744 | 7,570 | ||||||
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Deferred Income Taxes, Net |
15,444 | 32 | ||||||
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Goodwill, Intangibles and Other Assets |
26,695 | 27,668 | ||||||
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Total Assets |
$ | 120,104 | $ | 97,186 | ||||
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts Payable |
$ | 9,919 | $ | 8,787 | ||||
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Accrued Compensation and Related Benefits |
1,494 | 2,413 | ||||||
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Accrued Expenses and Other Current Liabilities |
3,534 | 3,039 | ||||||
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Total Current Liabilities |
14,947 | 14,239 | ||||||
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Deferred Income Taxes, Net and Other Non-Current Liabilities |
623 | 3,898 | ||||||
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Total Liabilities |
15,570 | 18,137 | ||||||
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Shareholders' Equity: |
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Common Stock |
2,005 | 1,966 | ||||||
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Capital in Excess of Par Value |
182,630 | 180,211 | ||||||
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Accumulated Deficit |
(57,964 | ) | (82,894 | ) | ||||
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Accumulated Other Comprehensive Loss |
(2,786 | ) | (1,611 | ) | ||||
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Treasury Stock |
(19,266 | ) | (18,469 | ) | ||||
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Total Ultralife Equity |
104,619 | 79,203 | ||||||
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Non-Controlling Interest |
(85 | ) | (154 | ) | ||||
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Total Shareholders’ Equity |
104,534 | 79,049 | ||||||
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Total Liabilities and Shareholders' Equity |
$ | 120,104 | $ | 97,186 | ||||
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ULTRALIFE CORPORATION AND SUBSIDIARIES |
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CONSOLIDATED STATEMENTS OF INCOME |
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(Dollars in Thousands, Except Per Share Amounts) (Unaudited) |
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Three-Month Periods Ended |
Year Ended |
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December 31, |
December 31, |
December 31, |
December 31, |
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2018 |
2017 |
2018 |
2017 |
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Revenues: |
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Battery & Energy Products |
$ | 18,153 | $ | 16,812 | $ | 70,497 | $ | 69,789 | ||||||||
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Communications Systems |
2,774 | 5,697 | 16,693 | 15,742 | ||||||||||||
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Total Revenues |
20,927 | 22,509 | 87,190 | 85,531 | ||||||||||||
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Cost of Products Sold: |
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Battery & Energy Products |
13,243 | 12,011 | 50,923 | 50,130 | ||||||||||||
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Communications Systems |
1,974 | 3,632 | 10,684 | 9,169 | ||||||||||||
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Total Cost of Products Sold |
15,217 | 15,643 | 61,607 | 59,299 | ||||||||||||
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Gross Profit |
5,710 | 6,866 | 25,583 | 26,232 | ||||||||||||
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Operating Expenses: |
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Research and Development |
1,092 | 1,059 | 4,508 | 4,737 | ||||||||||||
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Selling, General and Administrative |
3,551 | 3,757 | 14,520 | 15,019 | ||||||||||||
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Total Operating Expenses |
4,643 | 4,816 | 19,028 | 19,756 | ||||||||||||
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Operating Income |
1,067 | 2,050 | 6,555 | 6,476 | ||||||||||||
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Other (Income) Expense |
(85 | ) | (19 | ) | (58 | ) | 181 | |||||||||
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Income Before Income Taxes |
1,152 | 2,069 | 6,613 | 6,295 | ||||||||||||
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Income Tax (Benefit) |
(18,605 | ) | (1,739 | ) | (18,386 | ) | (1,369 | ) | ||||||||
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Net Income |
19,757 | 3,808 | 24,999 | 7,664 | ||||||||||||
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Net Income Attributable to Non-Controlling Interest |
12 | 8 | 69 | 16 | ||||||||||||
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Net Income Attributable to Ultralife Corporation |
$ | 19,745 | $ | 3,800 | $ | 24,930 | $ | 7,648 | ||||||||
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Other Comprehensive (Loss) Income: |
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Foreign Currency Translation Adjustments |
(310 | ) | 716 | (1,175 | ) | 1,469 | ||||||||||
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Comprehensive Income Attributable to Ultralife |
$ | 19,435 | $ | 4,516 | $ | 23,755 | $ | 9,117 | ||||||||
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Net Income Per Share Attributable to Ultralife Common Shareholders – Basic |
$ | 1.24 | $ | .24 | $ | 1.57 | $ | .49 | ||||||||
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Net Income Per Share Attributable to Ultralife Common Shareholders – Diluted |
$ | 1.21 | $ | .24 | $ | 1.53 | $ | .48 | ||||||||
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Weighted Average Shares Outstanding – Basic |
15,950 | 15,657 | 15,882 | 15,528 | ||||||||||||
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Weighted Average Shares Outstanding – Diluted |
16,292 | 16,031 | 16,347 | 15,858 | ||||||||||||
Non-GAAP Financial Measure – 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 attributable to Ultralife Corporation before net interest expense, provision (benefit) for income taxes, depreciation and amortization, and stock-based compensation expense. We reconcile Adjusted EBITDA to net income attributable to Ultralife Corporation, the most comparable financial measure under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). 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 income attributable to Ultralife.
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ULTRALIFE CORPORATION AND SUBSIDIARIES |
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CALCULATION OF ADJUSTED EBITDA |
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(Dollars in Thousands) |
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(Unaudited) |
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Three-Month Periods Ended |
Year Ended |
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December 31, |
December 31, |
December 31, |
December 31, |
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2018 |
2017 |
2018 |
2017 |
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Net Income Attributable to Ultralife Corporation |
$ | 19,745 | $ | 3,800 | $ | 24,930 | $ | 7,648 | ||||||||
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Adjustments: |
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Interest and Financing (Income) Expense, Net |
(4 | ) | 36 | 63 | 183 | |||||||||||
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Income Tax (Benefit) |
(18,605 | ) | (1,739 | ) | (18,386 | ) | (1,369 | ) | ||||||||
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Depreciation Expense |
496 | 494 | 1,972 | 2,005 | ||||||||||||
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Amortization of Intangible Assets and |
106 | 116 | 433 | 474 | ||||||||||||
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Financing Fees |
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Stock-Based Compensation Expense |
183 | 124 | 890 | 653 | ||||||||||||
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Adjusted EBITDA |
$ | 1,921 | $ | 2,831 | $ | 9,902 | $ | 9,594 | ||||||||
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Company Contact: |
Investor Relations Contact: |
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Ultralife Corporation |
LHA |
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Philip A. Fain |
Jody Burfening |
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(315) 210-6110 |
(212) 838-3777 |
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pfain@ulbi.com |
jburfening@lhai.com |