ulbi20201028_8k.htm
false 0000875657 0000875657 2020-10-29 2020-10-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
October 29, 2020
Date of Report (Date of Earliest Event Reported)
 
 
ULTRALIFE CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
000-20852
16-1387013
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
2000 Technology Parkway, Newark, New York 14513
(Address of principal executive offices) (Zip Code)
 
(315) 332-7100
(Registrant’s telephone number, including area code)
 
None
(Former name or former address, 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)
 
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):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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. ☐
 
 

 
Item 2.02 Results of Operations and Financial Condition
 
On October 29, 2020, Ultralife Corporation issued a press release regarding the financial results for its third quarter ended September 30, 2020. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
 
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.
 
 
Item 9.01 Financial Statements, Pro Forma Financials and Exhibits
 
(d) Exhibits.
 
Exhibit
Number
 
Exhibit Description
 
99.1
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)  
 
 

 
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.
 
Date: October 29, 2020
 
ULTRALIFE Corporation
     
     
 
By:
/s/ Philip A. Fain
   
Philip A. Fain
   
Chief Financial Officer and Treasurer
     
     
 
 
ex_209556.htm

Exhibit 99.1

https://cdn.kscope.io/e74ab033241758588da91f133e19ce51-ex_209556img001.jpg

 

 

Ultralife Corporation Reports Third Quarter Results

 

NEWARK, N.Y. – October 29, 2020 -- Ultralife Corporation (NASDAQ: ULBI) reported operating income of $0.7 million on revenue of $24.4 million for the third quarter ended September 30, 2020. For the third quarter of 2019, the Company reported operating income of $1.3 million on revenue of $27.5 million.

 

“Effective execution of both our end-market diversification strategy and operating discipline during the third quarter sustained profitability and positive cash flows, despite a reduction in total Company results largely due to the continuing global economic impact of the pandemic,” said Michael D. Popielec, President and Chief Executive Officer. “Within Battery & Energy Products, we posted record quarterly medical sales which increased 102% over last year, and a 23% increase in government/defense sales. These strong gains were offset by economic weakness in the oil and gas sector and lower sales for our Communications Systems business. In response, we continued our spending control, matching the overall percentage decline in our revenue with a comparable reduction in operating expenses. By preserving profitability and continuing to improve working capital management, during the quarter we also further reduced debt by $7.1 million. Supported by a solid balance sheet and resilient business model, we are committed to completing our strategic growth projects and are well positioned to withstand current economic headwinds.”

 

 

Third Quarter 2020 Financial Results

 

Revenue was $24.4 million, a decrease of $3.1 million, or 11.4%, compared to $27.5 million for the third quarter of 2019, as a 22.2% increase in core battery sales across diversified end-markets was offset by lower oil & gas market and Communications Systems sales. Total Company commercial sales decreased 10.8% and government/defense sales decreased 12.5% from the 2019 period. Battery & Energy Products revenues declined 3.4% to $21.8 million, compared to $22.6 million last year, as a 102.1% increase in medical battery sales, especially those used in ventilators, respirators and infusion pumps, and a 23.4% increase in government/defense sales, were offset by a 68.7% decline in oil & gas market sales. Communications Systems sales decreased 48.3% to $2.5 million compared to $4.9 million for the same period last year, primarily reflecting 2019 shipments of vehicle amplifier-adaptor systems to support the U.S. Army’s Network Modernization initiatives under the delivery orders announced in October 2018. These orders were completed in the second quarter of 2020. The net adverse impact of COVID-19 on revenues for the 2020 period was approximately $2.9 million as a substantial increase in demand for medical batteries was more than offset by weakened demand in the oil & gas and international industrial markets. Logistics disruptions also delayed certain shipments.

 

Gross profit was $6.5 million, or 26.7% of revenue, compared to $7.9 million, or 28.6% of revenue, for the same quarter a year ago. Battery & Energy Products’ gross margin was 26.0%, compared to 27.1% last year, primarily due to the mix impact of lower oil & gas market sales in 2020. Communications Systems gross margin was 32.8%, compared to 35.5% last year, due to lower factory throughput in 2020 and sales mix.

 

 

 

Operating expenses were $5.8 million compared to $6.6 million last year, a reduction of 11.5%. Operating expenses were 23.8% of revenue equal to that of the year-earlier period.

 

Operating income was $0.7 million compared to $1.3 million last year, and operating margin was 2.9% compared to 4.8% last year. The net adverse impact of COVID-19 on operating income for the 2020 period was approximately $1.0 million.

 

Net income was $0.4 million or $0.03 per diluted share on a GAAP basis using the U.S. statutory tax rate, compared to net income of $0.9 million, or $0.06 per diluted share for the third quarter of 2019. Adjusted EPS was $0.04 on a diluted basis for the third quarter of 2020, compared to $0.07 for the 2019 period. Adjusted EPS excludes the provision for deferred taxes which primarily represents non-cash charges of $0.2 million for U.S. taxes which will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. The net adverse impact of COVID-19 on Adjusted EPS for the 2020 period was approximately $0.06.

 

Adjusted EBITDA, defined as EBITDA including non-cash, stock-based compensation expense, for the trailing twelve-month period was $10.9 million or 9.9% of sales.

 

During the third quarter of 2020, the Company continued its strong working capital management reducing the debt related to the May 2019 acquisition of Southwest Electronic Energy Corporation by $7.1 million, or 64.6%, to $3.9 million while increasing its cash on hand by $5.4 million, or 64.2%, to $13.8 million.

 

See the “Non-GAAP Financial Measures” section of this release for a reconciliation of Adjusted EPS to EPS and 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.ultralifecorporation.com.

 

 

 

Conference Call Information

 

Ultralife will hold its third quarter earnings conference call today at 8:30 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, acceptance of our new products on a global basis and uncertain global economic conditions. 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.

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

(Unaudited)

                 

ASSETS

                 

 

   

September 30,

2020

   

December 31,

2019

 

Current Assets:

               

Cash

  $ 13,777     $ 7,405  

Trade Accounts Receivable, Net

    15,012       30,106  

Inventories, Net

    29,746       29,759  

Prepaid Expenses and Other Current Assets

    3,661       3,103  

Total Current Assets

    62,196       70,373  
                 

Property, Equipment and Improvements, Net

    22,605       22,525  

Goodwill

    26,705       26,753  

Other Intangible Assets, Net

    9,212       9,721  

Deferred Income Taxes, Net

    12,425       13,222  

Other Non-Current Assets

    2,411       1,963  

Total Assets

  $ 135,554     $ 144,557  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current Liabilities:

               

Accounts Payable

  $ 8,875     $ 9,388  

Current Portion of Long-Term Debt

    1,537       1,372  

Accrued Compensation and Related Benefits

    1,258       1,655  

Accrued Expenses and Other Current Liabilities

    5,702       4,775  

Total Current Liabilities

    17,372       17,190  

Long-Term Debt

    2,190       15,780  

Deferred Income Taxes

    480       559  

Other Non-Current Liabilities

    1,675       1,278  

Total Liabilities

    21,717       34,807  
                 

Shareholders' Equity:

               

Common Stock

    2,033       2,026  

Capital in Excess of Par Value

    185,261       184,292  

Accumulated Deficit

    (49,706 )     (52,830 )

Accumulated Other Comprehensive Loss

    (2,619 )     (2,531 )

Treasury Stock

    (21,246 )     (21,231 )

Total Ultralife Equity

    113,723       109,726  

Non-Controlling Interest

    114       24  

Total Shareholders’ Equity

    113,837       109,750  
                 

Total Liabilities and Shareholders' Equity

  $ 135,554     $ 144,557  

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

(Unaudited)

 

 

   

Three-Month Period Ended

   

Nine-Month Period Ended

 
   

September

30,

   

September

29,

   

September

30,

   

September

29,

 
   

2020

   

2019

   

2020

   

2019

 

Revenues:

                               

Battery & Energy Products

  $ 21,819     $ 22,578     $ 66,616     $ 58,876  

Communications Systems

    2,543       4,915       12,120       16,896  

Total Revenues

    24,362       27,493       78,736       75,772  
                                 

Cost of Products Sold:

                               

Battery & Energy Products

    16,142       16,461       49,597       42,694  

Communications Systems

    1,709       3,171       7,331       11,268  

Total Cost of Products Sold

    17,851       19,632       56,928       53,962  
                                 

Gross Profit

    6,511       7,861       21,808       21,810  
                                 

Operating Expenses:

                               

Research and Development

    1,606       2,029       4,429       4,652  

Selling, General and Administrative

    4,198       4,526       12,893       12,262  

Total Operating Expenses

    5,804       6,555       17,322       16,914  
                                 

Operating Income

    707       1,306       4,486       4,896  
                                 

Other Expense

    53       160       262       301  

Income Before Income Tax Provision

    654       1,146       4,224       4,595  
                                 

Income Tax Provision

    192       225       1,010       942  
                                 

Net Income

    462       921       3,214       3,653  
                                 

Net Income Attributable to Non-Controlling Interest

    55       23       90       74  
                                 

Net Income Attributable to Ultralife Corporation

  $ 407     $ 898     $ 3,124     $ 3,579  
                                 
                                 

Net Income Per Share Attributable to Ultralife Common Shareholders – Basic

  $ .03     $ .06     $ .20     $ .23  
                                 

Net Income Per Share Attributable to Ultralife Common Shareholders – Diluted

  $ .03     $ .06     $ .19     $ .22  
                                 

Weighted Average Shares Outstanding – Basic

    15,908       15,785       15,889       15,756  
                                 

Weighted Average Shares Outstanding – Diluted

    16,089       16,162       16,103       16,138  

 

 

 

Non-GAAP Financial Measures:

 

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 for deferred 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 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 U.S. Generally Accepted Accounting Principles (“U.S. 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.

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CALCULATION OF ADJUSTED EPS

(In Thousands Except Per Share Amounts)

(Unaudited)

 

 

   

Three-Month Period Ended

 
   

September 30, 2020

   

September 29, 2019

 
   

Amount

   

Per Basic Share

   

Per Diluted Share

   

Amount

   

Per Basic Share

   

Per Diluted Share

 

Net Income

  $ 407     $ .03     $ .03     $ 898     $ .06     $ .06  

Deferred Tax Provision

    188       .01       .01       165       .01       .01  

Adjusted Net Income

  $ 595     $ .04     $ .04     $ 1,063     $ .07     $ .07  
                                                 

Weighted Average Shares Outstanding

            15,908       16,089               15,785       16,162  

 

 

   

Nine-Month Period Ended

 
   

September 30, 2020

   

September 29, 2019

 
   

Amount

   

Per Basic Share

   

Per Diluted Share

   

Amount

   

Per Basic Share

   

Per Diluted Share

 

Net Income

  $ 3,124     $ .20     $ .19     $ 3,579     $ .23     $ .22  

Deferred Tax Provision

    821       .05       .05       801       .05       .05  

Adjusted Net Income

  $ 3,945     $ .25     $ .24     $ 4,380     $ .28     $ .27  
                                                 

Weighted Average Shares Outstanding

            15,889       16,103               15,756       16,138  

 

 

 

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, plus/minus expenses/income that we do not consider reflective of our ongoing operations. We reconcile Adjusted EBITDA to net income attributable to Ultralife Corporation, the most comparable financial measure under 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.

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CALCULATION OF ADJUSTED EBITDA

(Dollars in Thousands)

(Unaudited)

 

 

   

Three-Month Period Ended

   

Nine-Month Period Ended

 
   

September 30, 2020

   

September 29, 2019

   

September 30, 2020

   

September 29, 2019

 
                                 

Net Income Attributable to Ultralife Corporation

  $ 407     $ 898     $ 3,124     $ 3,579  

Adjustments:

                               

Interest and Financing Expense, Net

    92       220       372       339  

Income Tax Provision

    192       225       1,010       942  

Depreciation Expense

    582       586       1,743       1,548  

Amortization of Intangible Assets and Financing Fees

    161       160       480       404  

Stock-Based Compensation Expense

    222       159       756       519  

Non-Cash Purchase Accounting Adjustments

    -       59       -       264  

Adjusted EBITDA

  $ 1,656     $ 2,307     $ 7,485     $ 7,595  

 

 

 

Company Contact:

Ultralife Corporation

Philip A. Fain

(315) 210-6110

pfain@ulbi.com

 

Investor Relations Contact:

 

LHA

 

Jody Burfening

 

(212) 838-3777

 

jburfening@lhai.com