ulbi20220427_8k.htm
false 0000875657 0000875657 2022-04-28 2022-04-28
 
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
 
 
April 28, 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 April 28, 2022, Ultralife Corporation issued a press release regarding the financial results for its first quarter ended March 31, 2022.  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:  April 28, 2022
 
ULTRALIFE CORPORATION
     
     
 
By:
/s/ Philip A. Fain
   
Philip A. Fain
   
Chief Financial Officer and Treasurer
     
     
 
 
 
 
HTML Editor

 

Exhibit 99.1

https://cdn.kscope.io/f28a779be8704454c4479b0574bae2f0-logo.jpg

 

 

Ultralife Corporation Reports First Quarter Results

 

NEWARK, N.Y. – April 28, 2022 -- Ultralife Corporation (NASDAQ:  ULBI) reported an operating loss of $0.3 million on revenue of $30.4 million for the first quarter ended March 31, 2022.  For the first quarter of 2021, the Company reported operating income of $1.0 million on revenue of $26.0 million. 

 

“Strong order flow in commercial end-markets, particularly medical and oil & gas, along with a lift from recently acquired Excell Battery Group (“Excell”), more than offset supply chain constraints that continued to delay our government/defense revenues, resulting in a 16.9% increase in total Company revenue.  Robust demand across the business boosted backlog at quarter end to approximately $92 million, of which approximately $74 million is due to ship in 2022 representing a 26% increase over the comparable backlog exiting 2021.  Notwithstanding very positive order flow and demand trends, rapid input cost inflation ahead of price realization and investments in engineering to advance our transformational new product development persisted in pressuring profitability,” said Michael D. Popielec, President and Chief Executive Officer.  “Looking forward, as we balance the impact of current supply chain disruptions, we continue to advance new product development initiatives, receive early acceptance of our new product rollouts, and transition new products to production, thereby retaining the view that our long-term profitable growth drivers, strategy, and expectations remain sound and achievable.”

 

 

First Quarter 2022 Financial Results

 

Revenue was $30.4 million, an increase of $4.4 million, or 16.9%, compared to $26.0 million for the first quarter of 2021.  Overall, commercial sales increased 62.1% and government/defense sales decreased 38.8% from the 2021 period.  Battery & Energy Products sales increased 31.8% to $29.2 million, compared to $22.1 million last year, reflecting the contribution of $6.4 million of Excell sales coupled with increases of 30.5% in industrial market sales,  20.0% in oil & gas market sales and 8.5% in medical battery sales, partially offset by a 24.1% decrease in government/defense sales.   Communications Systems sales decreased 68.3% to $1.2 million compared to $3.9 million for the same period last year, primarily due to lingering supply chain disruptions resulting in delays in our shipments to future periods.  Our total backlog exiting the first quarter grew to $91.9 million, with $73.8 million due to ship in 2022 which represents an increase of $15.3 million or 26.2% over the comparable backlog exiting the prior quarter and an increase of $39.0 million or 111.9% over that exiting the first quarter of 2021. 

 

Gross profit was $7.0 million, or 22.9% of revenue, compared to $7.0 million, or 26.9% of revenue, for the same quarter a year ago.  Battery & Energy Products’ gross margin was 23.1%, compared to 24.6% last year, primarily due to supply chain disruptions including higher material and logistics costs, and continued investments in the transition of new products to high volume production.  Communications Systems gross margin was 19.4% compared to 39.9% last year, primarily due to lower factory volume due to delays in the timing of orders. 

 

Operating expenses were $7.3 million compared to $6.0 million last year, an increase of 20.4%, reflecting $1.1 million for Excell, and our continued investment in engineering resources for new product development, including resources dedicated to the Conformal Wear Battery IDIQ contract awarded in May 2021.   Operating expenses were 23.9% of revenue compared to 23.2% of revenue for the year-earlier period.

 

 

 

Operating loss was $0.3 million compared to income of $1.0 million last year.   The operating loss for the first quarter of 2022 includes $0.1 million of acquisition accounting adjustments and one-time expenses related to the acquisition of Excell.

 

Net loss was $0.2 million or $0.01 per diluted share on a GAAP basis, compared to net income of $0.7 million or $0.04 per diluted share for the first quarter of 2021.  Including the one-time charges and interest expense on borrowings to help finance the acquisition and the use of non-cash deferred tax expense, Excell was accretive by approximately $0.02 of EPS for the quarter. 

 

Adjusted EBITDA, defined as EBITDA including non-cash, stock-based compensation expense, was $1.1 million for the first quarter of 2022 or 3.6% of sales, compared to $2.0 million or 7.8% of sales for the year earlier period.  

 

See the “Non-GAAP Financial Measures” 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.ultralifecorporation.com.

 

Conference Call Information

 

Ultralife will hold its first 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 and related supply chain disruptions, 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

 
                 
   

March 31,

2022

   

December 31,

2021

 

Current Assets:

               

Cash

  $ 6,050     $ 8,413  

Trade Accounts Receivable, Net

    22,909       20,232  

Inventories, Net

    36,380       33,189  

Prepaid Expenses and Other Current Assets

    3,803       4,690  

Total Current Assets

    69,142       66,524  
                 

Property, Plant and Equipment, Net

    22,773       23,205  

Goodwill

    37,926       38,068  

Other Intangible Assets, Net

    17,043       17,390  

Deferred Income Taxes, Net

    11,804       11,472  

Other Non-Current Assets

    2,701       2,879  

Total Assets

  $ 161,389     $ 159,538  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current Liabilities:

               

Accounts Payable

  $ 11,235     $ 9,823  

Current Portion of Long-Term Debt

    2,000       2,000  

Accrued Compensation and Related Benefits

    1,615       1,842  

Accrued Expenses and Other Current Liabilities

    5,165       5,259  

Total Current Liabilities

    20,015       18,924  

Long-Term Debt, Net

    19,981       18,857  

Deferred Income Taxes, Net

    2,178       2,254  

Other Non-Current Liabilities

    1,574       1,760  

Total Liabilities

    43,748       41,795  
                 

Shareholders' Equity:

               

Common Stock

    2,056       2,052  

Capital in Excess of Par Value

    186,816       186,518  

Accumulated Deficit

    (48,000 )     (47,832 )

Accumulated Other Comprehensive Loss

    (1,889 )     (1,653 )

Treasury Stock

    (21,476 )     (21,469 )

Total Ultralife Equity

    117,507       117,616  

Non-Controlling Interest

    134       127  

Total Shareholders’ Equity

    117,641       117,743  
                 

Total Liabilities and Shareholders' Equity

  $ 161,389     $ 159,538  

 

(1) 

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

 

(Unaudited)

 

 

   

Three-Month Period Ended

 
   

March 31,

   

March 31,

 
   

2022

   

2021

 

Revenues:

               

Battery & Energy Products

  $ 29,150     $ 22,111  

Communications Systems

    1,223       3,862  

Total Revenues

    30,373       25,973  
                 

Cost of Products Sold:

               

Battery & Energy Products

    22,429       16,675  

Communications Systems

    986       2,320  

Total Cost of Products Sold

    23,415       18,995  
                 

Gross Profit

    6,958       6,978  
                 

Operating Expenses:

               

Research and Development

    1,857       1,647  

Selling, General and Administrative

    5,396       4,379  

Total Operating Expenses

    7,253       6,026  
                 

Operating (Loss) Income

    (295 )     952  
                 

Other Expense

    (117 )     (56 )

(Loss) Income Before Income Tax Provision

    (412 )     896  
                 

Income Tax (Benefit) Provision

    (251 )     217  
                 

Net (Loss) Income

    (161 )     679  
                 

Net Income Attributable to Non-Controlling Interest

    (7 )     (8 )
                 

Net (Loss) Income Attributable to Ultralife Corporation

  $ (168 )   $ 671  
                 

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

  $ (0.01 )   $ 0.04  
                 

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

  $ (0.01 )   $ 0.04  
                 

Weighted Average Shares Outstanding – Basic

    16,104       15,973  
                 

Weighted Average Shares Outstanding – Diluted

    16,104       16,152  

 

 

 

 

 

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 (loss) attributable to Ultralife Corporation.

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CALCULATION OF ADJUSTED EBITDA

(Dollars in Thousands)

(Unaudited)

 

   

Three-Month Period Ended

 
   

March 31,

2022

   

March 31,

2021

 
                 

Net (Loss) Income Attributable to Ultralife Corporation

  $ (168 )   $ 671  

Adjustments:

               

Interest Expense, Net

    134       56  

Income Tax (Benefit) Provision

    (251 )     217  

Depreciation Expense

    816       730  

Amortization of Intangible Assets

    328       154  

Stock-Based Compensation Expense

    189       184  

Non-Cash Purchase Accounting Adjustment

    55       -  

Adjusted EBITDA

  $ 1,103     $ 2,012  

 

 

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