ulbi20210202_8k.htm
false 0000875657 0000875657 2021-02-04 2021-02-04
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
 
 
February 4, 2021
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)
 
 
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 February 4, 2021, Ultralife Corporation issued a press release regarding the financial results for its fourth quarter ended December 31, 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: February 4, 2021
 
ULTRALIFE Corporation
     
     
 
By:
/s/ Philip A. Fain
   
Philip A. Fain
   
Chief Financial Officer and Treasurer
 
 
ex_224029.htm

Exhibit 99.1

https://cdn.kscope.io/d5b0666fc5c8e62d8d790603c667f994-image01.jpg

 

 

Ultralife Corporation Reports Fourth Quarter Results

 

NEWARK, N.Y. – February 4, 2021 -- Ultralife Corporation (NASDAQ: ULBI) reported GAAP EPS of $0.13, Adjusted EPS of $0.17 and operating income of $1.2 million on revenue of $29.0 million for the fourth quarter ended December 31, 2020 compared to GAAP EPS of $0.10, Adjusted EPS of $0.13 and operating income of $2.5 million on revenue of $31.0 million for the fourth quarter of 2019.

 

For fiscal 2020, Ultralife produced GAAP EPS of $0.33, Adjusted EPS of $0.41 and operating income of $5.7 million on revenue of $107.7 million compared to GAAP EPS of $0.32, Adjusted EPS of $0.40 and operating income of $7.4 million on revenue of $106.8 million for 2019. In addition, during 2020, the Company reduced the debt related to its May 2019 acquisition of Southwest Electronic Energy Corporation by $15.8 million, or 91.5%, to $1.5 million as of December 31, 2020 while increasing its year-end cash-on-hand by $3.2 million, or 43.9%, to $10.7 million.

 

“Fourth quarter operating results were in line with our internal expectations and reflect the continuing negative economic impact of the global pandemic, including oil & gas market sluggishness. Battery & Energy Products medical sales were up 94% and government/defense sales were up 19%, yet these were offset by reductions in oil & gas and Communications Systems sales. During the quarter, we also recognized a $1.6 million gain upon resolution of Ultralife’s claim in a class action lawsuit,” said Michael D. Popielec, President and Chief Executive Officer.

 

“Notwithstanding the unprecedented challenges we faced during 2020, results for the year demonstrate the resiliency of our business model, the efficacy of our end-market diversification strategy and the strength of our balance sheet. We grew total year sales to the highest level in nine years, sustained profitability, generated operating cash flow and repaid nearly all of the SWE acquisition-related debt,” added Popielec. “While the outlook for demand in our end markets is less visible than we would like, we will remain focused on what we can control: organic growth initiatives, including completing transformational new product development projects and investments in strategic capital expenditure, and synergistic acquisitions.”

 

 

 

Fourth Quarter 2020 Financial Results

 

Revenue was $29.0 million, a decrease of $2.0 million or 6.6%, compared to $31.0 million for the fourth quarter of 2019, as a 25.7% increase in core battery sales across diversified end markets was offset by lower oil & gas market and Communications Systems sales. Battery & Energy Products revenues increased 0.7% to $25.3 million, compared to $25.1 million last year, as a 94.3% increase in medical battery sales, especially those used in ventilators, respirators and infusion pumps, and an 18.8% increase in government/defense sales, were offset by a 67.4% decline in oil & gas market sales. Communications Systems sales decreased 37.6% to $3.7 million compared to $5.9 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 fourth quarter was approximately $2.6 million as a substantial increase in demand for medical batteries was more than offset primarily by weakened demand in the oil & gas and international industrial markets.

  

Gross profit was $7.4 million, or 25.4% of revenue, compared to $9.4 million, or 30.2% of revenue, for the same quarter a year ago. Battery & Energy Products’ gross margin was 25.2%, compared to 26.4% last year, primarily reflecting lower volume for oil & gas market batteries. Communications Systems gross margin was 26.3% compared to 46.1% last year, due to sales mix and lower volume in 2020.

 

Operating expenses were $6.1 million compared to $6.9 million last year, a reduction of 10.9%. Operating expenses were 21.2% of revenue compared to 22.2% for the year-earlier period.

 

Operating income was $1.2 million compared to $2.5 million last year, and operating margin was 4.2% compared to 8.0% last year. The net adverse impact of COVID-19 on operating income for the 2020 fourth quarter was approximately $1.2 million.

 

Other income of $1.6 million compared to other expense of $0.3 million last year, primarily reflecting a $1.6 million gain realized during the fourth quarter upon favorable resolution of Ultralife’s claim in a class action lawsuit.

 

Net income was $2.1 million or $0.13 per diluted share on a GAAP basis using the U.S. statutory tax rate, compared to net income of $1.6 million, or $0.10 per diluted share for the fourth quarter of 2019. Adjusted EPS was $0.17 on a diluted basis for the fourth quarter of 2020, compared to $0.13 for the 2019 period. Adjusted EPS excludes the provision for deferred taxes of $0.6 million which primarily represents non-cash charges for U.S. taxes which we expect 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 fourth quarter was approximately $0.07.

 

Adjusted EBITDA, defined as EBITDA including non-cash, stock-based compensation expense and excluding the $1.6 million gain on the class action settlement, for the fourth quarter was $2.2 million or 7.6% of sales and for the 2020 trailing twelve-month period was $9.7 million or 9.0% of sales.

 

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 fourth 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 the impact of COVID-19, 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

                 
   

December 31,

2020

   

December 31,

2019

 

Current Assets:

               

Cash

  $ 10,653     $ 7,405  

Trade Accounts Receivable, Net

    21,054       30,106  

Inventories, Net

    28,193       29,759  

Prepaid Expenses and Other Current Assets

    4,596       3,103  

Total Current Assets

    64,496       70,373  
                 

Property, Equipment and Improvements, Net

    22,850       22,525  

Goodwill

    27,018       26,753  

Other Intangible Assets, Net

    9,209       9,721  

Deferred Income Taxes, Net

    11,836       13,222  

Other Non-Current Assets

    2,292       1,963  

Total Assets

  $ 137,701     $ 144,557  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

 

Accounts Payable

  $ 10,839     $ 9,388  

Current Portion of Long-Term Debt, Net

    1,361       1,372  

Accrued Compensation and Related Benefits

    1,748       1,655  

Accrued Expenses and Other Current Liabilities

    4,758       4,775  

Total Current Liabilities

    18,706       17,190  

Long-Term Debt

    -       15,780  

Deferred Income Taxes

    515       559  

Other Non-Current Liabilities

    1,557       1,278  

Total Liabilities

    20,778       34,807  
                 

Shareholders' Equity:

               

Common Stock

    2,037       2,026  

Capital in Excess of Par Value

    185,464       184,292  

Accumulated Deficit

    (47,598 )     (52,830 )

Accumulated Other Comprehensive Loss

    (1,782 )     (2,531 )

Treasury Stock

    (21,321 )     (21,231 )

Total Ultralife Equity

    116,800       109,726  

Non-Controlling Interest

    123       24  

Total Shareholders’ Equity

    116,923       109,750  
                 

Total Liabilities and Shareholders' Equity

  $ 137,701     $ 144,557  

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

(Unaudited)

 

 

   

Three-Month Period Ended

   

Year Ended

 
   

December 31,

   

December 31,

   

December 31,

   

December 31,

 
   

2020

   

2019

   

2020

   

2019

 

Revenues:

                               

Battery & Energy Products

  $ 25,291     $ 25,120     $ 91,907     $ 83,996  

Communications Systems

    3,685       5,903       15,805       22,799  

Total Revenues

    28,976       31,023       107,712       106,795  
                                 

Cost of Products Sold:

                               

Battery & Energy Products

    18,910       18,489       68,507       61,183  

Communications Systems

    2,715       3,179       10,046       14,447  

Total Cost of Products Sold

    21,625       21,668       78,553       75,630  
                                 

Gross Profit

    7,351       9,355       29,159       31,165  
                                 

Operating Expenses:

                               

Research and Development

    1,518       2,153       5,947       6,805  

Selling, General and Administrative

    4,618       4,730       17,511       16,992  

Total Operating Expenses

    6,136       6,883       23,458       23,797  
                                 

Operating Income

    1,215       2,472       5,701       7,368  
                                 

Other (Income) Expense:

                               

Gain on Litigation Settlement

    (1,593 )     -       (1,593 )     -  

Other Expense, Net

    9       296       271       597  

Total Other (Income) Expense

    (1,584 )     296       (1,322 )     597  
                                 

Income Before Income Taxes

    2,799       2,176       7,023       6,771  

Income Tax Provision

    682       515       1,692       1,457  
                                 

Net Income

    2,117       1,661       5,331       5,314  
                                 

Net Income Attributable to Non-Controlling Interest

    9       35       99       109  
                                 

Net Income Attributable to Ultralife Corporation

  $ 2,108     $ 1,626     $ 5,232     $ 5,205  
                                 
                                 

Net Income Per Share Attributable to Ultralife Common Shareholders – Basic

  $ .13     $ .10     $ .33     $ .33  
                                 

Net Income Per Share Attributable to Ultralife Common Shareholders – Diluted

  $ .13     $ .10     $ .33     $ .32  
                                 

Weighted Average Shares Outstanding – Basic

    15,940       15,861       15,902       15,783  
                                 

Weighted Average Shares Outstanding – Diluted

    16,122       16,205       16,096       16,179  

 

 

 

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 in addition to GAAP financial measures. 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 we expect 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 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.

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CALCULATION OF ADJUSTED EPS

(In Thousands Except Per Share Amounts)

(Unaudited)

 

 

   

Three-Month Period Ended

 
   

December 31, 2020

   

December 31, 2019

 
   

Amount

   

Per Basic

Share

   

Per Diluted

Share

   

Amount

   

Per Basic

Share

   

Per Diluted

Share

 

Net Income Attributable to Ultralife Corporation

  $ 2,108     $ .13     $ .13     $ 1,626     $ .10     $ .10  

Deferred Tax Provision

    565       .04       .04       410       .03       .03  

Adjusted Net Income

  $ 2,673     $ .17     $ .17     $ 2,036     $ .13     $ .13  
                                                 

Weighted Average Shares Outstanding

            15,940       16,122               15,861       16,205  

 

   

Year Ended

 
   

December 31, 2020

   

December 31, 2019

 
   

Amount

   

Per Basic

Share

   

Per Diluted

Share

   

Amount

   

Per Basic

Share

   

Per Diluted

Share

 

Net Income Attributable to Ultralife Corporation

  $ 5,232     $ .33     $ .33     $ 5,205     $ .33     $ .32  

Deferred Tax Provision

    1,386       .09       .08       1,211       .08       .08  

Adjusted Net Income

  $ 6,618     $ .42     $ .41     $ 6,416     $ .41     $ .40  
                                                 

Weighted Average Shares Outstanding

            15,902       16,096               15,783       16,179  

 

 

 

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 in addition to GAAP financial measures. 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 expense/income that we do not consider reflective of our ongoing continuing operations. We reconcile Adjusted EBITDA to net income attributable to Ultralife Corporation, the most comparable financial measure under 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 Corporation.

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CALCULATION OF ADJUSTED EBITDA

(Dollars in Thousands)

(Unaudited)

 

 

   

Three-Month Period Ended

   

Year Ended

 
   

December 31,

2020

   

December 31,

2019

   

December 31,

2020

   

December 31,

2019

 
                                 

Net Income Attributable to Ultralife Corporation

  $ 2,108     $ 1,626     $ 5,232     $ 5,205  

Adjustments:

                               

Interest and Financing Expense, Net

    64       200       436       539  

Income Tax Provision

    682       515       1,692       1,457  

Depreciation Expense

    597       672       2,340       2,220  

Amortization of Intangible Assets and Financing Fees

    166       165       646       569  

Stock-Based Compensation Expense

    187       235       943       753  

Gain on Litigation Settlement

    (1,593 )     -       (1,593 )     -  

Non-Cash Purchase Accounting Adjustments

    -       -       -       264  

Adjusted EBITDA

  $ 2,211     $ 3,413     $ 9,696     $ 11,007  

 

 

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