ulbi20220203_8k.htm
false 0000875657 0000875657 2022-02-03 2022-02-03
 
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 3, 2022
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 3, 2022, Ultralife Corporation issued a press release regarding the financial results for its fourth quarter ended December 31, 2021. 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 3, 2022
 
ULTRALIFE CORPORATION
     
     
 
By:
/s/ Philip A. Fain
   
Philip A. Fain
   
Chief Financial Officer and Treasurer
 
 
 
ex_331663.htm

Exhibit 99.1

https://cdn.kscope.io/3e441f5ecdc65cf732d921819e1bcd01-ex_331663img001.jpg

 

 

 

Ultralife Corporation Reports Fourth Quarter Results

 

 

NEWARK, N.Y. – February 3, 2022 -- Ultralife Corporation (NASDAQ: ULBI) reported an operating loss of $1.2 million on revenue of $23.8 million for the fourth quarter ended December 31, 2021. For the fourth quarter of 2020, the Company reported operating income of $1.2 million on revenue of $29.0 million. Included in the results for the fourth quarter of 2021 are the one-time acquisition costs and the operating results of Excell Battery Group (“Excell”), which the Company acquired on December 13, 2021.

 

“The supply chain challenges associated with the global pandemic persisted during the fourth quarter and weighed heavily on both revenue and earnings. While year-over-year revenues for government/defense and medical were most impacted by these challenges, we were encouraged by the rebound in oil & gas revenues, the performance of our China operations and the initial contribution of Excell. Order flow remained strong primarily in our medical and military end markets, and backlog at the end of the quarter increased to over $53 million representing a 35% increase over year-end 2020 for our core business and increasing to over $63 million representing a 61% increase bolstered by Excell. Despite the operating challenges, we continued to advance our transformational new product development projects and ended the year with a solid liquidity position even after the acquisition of Excell and paying off the remainder of our SWE acquisition debt,” said Michael D. Popielec, President and Chief Executive Officer. “As we look ahead, our backlog, durable customer relationships and new product initiatives anchor our view that our long-term profitable growth drivers and strategy are sound and achievable.”

 

 

Fourth Quarter 2021 Financial Results

 

Revenue was $23.8 million, a decrease of $5.2 million, or 18.0%, compared to $29.0 million for the fourth quarter of 2020. Overall, commercial sales increased 9.9% and government/defense sales decreased 50.5% from the 2020 period. Battery & Energy Products declined 12.7% to $22.1 million, compared to $25.3 million last year, with a 71.8% increase in oil & gas market sales, a 41.5% increase in lithium/thin cell batteries in our China operation and the initial sales contribution of Excell offset by a 48.9% decrease in government/defense sales and a 30.1% decrease in medical battery sales. Communications Systems sales decreased 54.6% to $1.7 million compared to $3.7 million for the same period last year. During the 2021 fourth quarter, increased lead times on components from suppliers and other COVID-19 related logistics matters resulted in delays in our shipments to future periods. We estimate that the delayed shipments adversely impacted revenue for the 2021 fourth quarter by approximately $5.4 million, with approximately $3.5 million and $1.9 million impacting Battery & Energy Products and Communications Systems, respectively. Conversely, the backlog exiting the fourth quarter of 2021 increased by approximately $11.3 million or 27% over the third quarter when excluding the Excell backlog.

 

Gross profit was $5.3 million, or 22.3% of revenue, compared to $7.4 million, or 25.4% of revenue, for the same quarter a year ago. Battery & Energy Products’ gross margin was 21.8%, compared to 25.2% last year, primarily due to lower factory volume, sales product mix and 55 basis point impact of non-cash purchase accounting adjustments related to the acquisition of Excell. Communications Systems gross margin was 28.1%, compared to 26.3% last year, primarily due to favorable sales product mix partially offset by lower factory volume.

 

 

 

Operating expenses were $6.5 million compared to $6.1 million last year, an increase of 6.2%, reflecting the addition of Excell, our continued investment in engineering resources for new product development, including resources dedicated to the Conformal Wear Battery IDIQ contract awarded in May 2021, and $0.4 million of non-recurring expenses related to the acquisition of Excell, partially offset by lower corporate expenses. Operating expenses were 27.4% of revenue compared to 21.2% of revenue for the year-earlier period.

 

Operating loss was $1.2 million compared to income of $1.2 million last year. We estimate that delayed shipments resulting from supply chain disruptions and other COVID-19 related logistics matters adversely impacted operating income for the 2021 fourth quarter by approximately $1.8 million. The operating loss for the fourth quarter of 2021 includes a total of $0.5 million of acquisition accounting adjustments and one-time expenses related to the acquisition of Excell.

 

Other expense was $0.1 million compared to other income of $1.6 million last year, primarily reflecting a $1.6 million gain realized during the fourth quarter of 2020 upon favorable resolution of Ultralife’s claim in a class action lawsuit.

 

Net loss was $1.1 million or $0.07 per diluted share on a GAAP basis, compared to net income of $2.1 million or $0.13 per diluted share for the fourth quarter of 2020. We estimate that delayed shipments resulting from supply chain disruptions and other COVID-19 related logistics matters adversely impacted EPS for the 2021 fourth quarter by approximately $0.09.

 

 

Fiscal Year 2021

 

For fiscal year 2021, Ultralife produced GAAP EPS of ($0.01), Adjusted EPS of ($0.02), and breakeven operating profit on revenue of $98.3 million compared to GAAP EPS of $0.33, Adjusted EPS of $0.41 and operating income of $5.7 million on revenue of $107.7 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 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)

 

   

December 31,

2021

   

December 31,

2020

 
ASSETS  
                 

Current Assets:

               

Cash

  $ 8,413     $ 10,653  

Trade Accounts Receivable, Net

    20,025       21,054  

Inventories, Net

    33,189       28,193  

Prepaid Expenses and Other Current Assets

    4,098       4,596  

Total Current Assets

    65,725       64,496  
                 

Property, Plant and Equipment, Net

    23,979       22,850  

Goodwill

    38,161       27,018  

Other Intangible Assets, Net

    17,060       9,209  

Deferred Income Taxes, Net

    11,408       11,836  

Other Non-Current Assets

    2,717       2,292  

Total Assets

  $ 159,050     $ 137,701  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current Liabilities:

               

Accounts Payable

  $ 9,466     $ 10,839  

Current Portion of Long-Term Debt

    2,000       1,361  

Accrued Compensation and Related Benefits

    1,918       1,748  

Accrued Expenses and Other Current Liabilities

    4,976       4,758  

Total Current Liabilities

    18,360       18,706  

Long-Term Debt, Net

    18,857       -  

Deferred Income Taxes, Net

    2,330       515  

Other Non-Current Liabilities

    1,760       1,557  

Total Liabilities

    41,307       20,778  
                 

Shareholders' Equity:

               

Common Stock

    2,052       2,037  

Capital in Excess of Par Value

    186,518       185,464  

Accumulated Deficit

    (47,832 )     (47,598 )

Accumulated Other Comprehensive Loss

    (1,653 )     (1,782 )

Treasury Stock

    (21,469 )     (21,321 )

Total Ultralife Equity

    117,616       116,800  

Non-Controlling Interest

    127       123  

Total Shareholders’ Equity

    117,743       116,923  
                 

Total Liabilities and Shareholders' Equity

  $ 159,050     $ 137,701  

 

 

 

 

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,

 
   

2021

   

2020

   

2021

   

2020

 

Revenues:

                               

Battery & Energy Products

  $ 22,089     $ 25,291     $ 87,083     $ 91,907  

Communications Systems

    1,674       3,685       11,184       15,805  

Total Revenues

    23,763       28,976       98,267       107,712  
                                 

Cost of Products Sold:

                               

Battery & Energy Products

    17,271       18,910       66,021       68,507  

Communications Systems

    1,203       2,715       7,604       10,046  

Total Cost of Products Sold

    18,474       21,625       73,625       78,553  
                                 

Gross Profit

    5,289       7,351       24,642       29,159  
                                 

Operating Expenses:

                               

Research and Development

    1,603       1,518       6,826       5,947  

Selling, General and Administrative

    4,915       4,618       17,781       17,511  

Total Operating Expenses

    6,518       6,136       24,607       23,458  
                                 

Operating (Loss) Income

    (1,229 )     1,215       35       5,701  
                                 

Other Expense (Income):

                               

Other Expenses, Net

    110       9       186       271  

Gain on Litigation Settlement

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

Total Other Expense (Income)

    110       (1,584 )     186       (1,322 )
                                 

(Loss) Income Before Income Taxes

    (1,339 )     2,799       (151 )     7,023  

Income Tax (Benefit) Provision

    (211 )     682       79       1,692  
                                 

Net (Loss) Income

    (1,128 )     2,117       (230 )     5,331  
                                 

Net Income Attributable to Non-Controlling Interest

    3       9       4       99  
                                 

Net (Loss) Income Attributable to Ultralife Corporation

  $ (1,131 )   $ 2,108       (234 )   $ 5,232  
                                 
                                 

Net (Loss) Income Per Share Attributable to Ultralife Common Shareholders Basic

  $ (.07 )   $ .13     $ (.01 )   $ .33  
                                 

Net (Loss) Income Per Share Attributable to Ultralife Common Shareholders Diluted

  $ (.07 )   $ .13     $ (.01 )   $ .33  
                                 

Weighted Average Shares Outstanding Basic

    16,084       15,940       16,037       15,902  
                                 

Weighted Average Shares Outstanding Diluted

    16,084       16,122       16,037       16,096  

 

 

 

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 (loss) income attributable to Ultralife Corporation excluding the (benefit) 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 (loss) 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, 2021

   

December 31, 2020

 
   

Amount

   

Per Basic Share

   

Per Diluted Share

   

Amount

   

Per Basic Share

   

Per Diluted Share

 

Net (Loss) Income Attributable to Ultralife Corporation

  $ (1,131 )   $ (.07 )   $ (.07 )   $ 2,108     $ .13     $ .13  

Deferred Income Tax (Benefit) Provision

    (274 )     (.02 )     (.02 )     565       .04       .04  

Adjusted Net (Loss) Income Attributable to Ultralife Corporation

  $ (1,405 )   $ (.09 )   $ (.09 )   $ 2,673     $ .17     $ .17  

Weighted Average Shares Outstanding

            16,084       16,084               15,940       16,122  

 

   

Year Ended

 
   

December 31, 2021

   

December 31, 2020

 
   

Amount

   

Per Basic Share

   

Per Diluted Share

   

Amount

   

Per Basic Share

   

Per Diluted Share

 

Net (Loss) Income Attributable to Ultralife Corporation

  $ (234 )   $ (.01 )   $ (.01 )   $ 5,232     $ .33     $ .33  

Deferred Income Tax (Benefit) Provision

    (147 )     (.01 )     (.01 )     1,386       .09       .08  

Adjusted Net (Loss) Income Attributable to Ultralife Corporation

  $ (381 )   $ (.02 )   $ (.02 )   $ 6,618     $ .42     $ .41  

Weighted Average Shares Outstanding

            16,037       16,037               15,902       16,096  

 

 

 

 

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 (loss) 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 (loss) 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,

2021

   

December 31,

2020

   

December 31,

2021

   

December 31,

2020

 
                                 

Net (Loss) Income Attributable to Ultralife Corporation

  $ (1,131 )   $ 2,108     $ (234 )   $ 5,232  

Adjustments:

                               

Interest and Financing Expense, Net

    78       64       242       436  

Income Tax (Benefit) Provision

    (211 )     682       79       1,692  

Depreciation Expense

    746       597       2,906       2,340  

Amortization of Intangible Assets

    175       166       633       646  

Stock-Based Compensation Expense

    159       187       671       943  

Non-Cash Purchase Accounting Adjustments

    121       -       121       -  

Adjusted EBITDA

  $ (63 )   $ 3,804     $ 4,418     $ 11,289  

 

 

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