UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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))
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Exhibit
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Exhibit Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Date: February 4, 2021
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ULTRALIFE Corporation
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By:
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/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
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 |
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CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) |
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(Unaudited) |
ASSETS |
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December 31, 2020 |
December 31, 2019 |
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Current Assets: |
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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 |
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Current Liabilities: |
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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: |
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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 |
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December 31, |
December 31, |
December 31, |
December 31, |
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2020 |
2019 |
2020 |
2019 |
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Revenues: |
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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: |
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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: |
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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: |
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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 |
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December 31, 2020 |
December 31, 2019 |
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Amount |
Per Basic Share |
Per Diluted Share |
Amount |
Per Basic Share |
Per Diluted Share |
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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 |
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December 31, 2020 |
December 31, 2019 |
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Amount |
Per Basic Share |
Per Diluted Share |
Amount |
Per Basic Share |
Per Diluted Share |
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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 |
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December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
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Net Income Attributable to Ultralife Corporation |
$ | 2,108 | $ | 1,626 | $ | 5,232 | $ | 5,205 | ||||||||
Adjustments: |
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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