ulbi20220727_8k.htm
false 0000875657 0000875657 2022-07-28 2022-07-28
 
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
 
 
July 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 July 28, 2022, Ultralife Corporation issued a press release regarding the financial results for its second quarter ended June 30, 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: July 28, 2022
 
ULTRALIFE CORPORATION
     
     
 
By:
/s/ Philip A. Fain
   
Philip A. Fain
   
Chief Financial Officer and Treasurer
     
     
 
 
ex_400740.htm

 

Exhibit 99.1

https://cdn.kscope.io/043147edcfc1d2353ac64198b223c273-ul01.jpg

 

 

Ultralife Corporation Reports Second Quarter Results

 

NEWARK, N.Y. – July 28, 2022 -- Ultralife Corporation (NASDAQ: ULBI) reported operating income of $0.8 million and Adjusted EBITDA of $2.2 million on revenue of $32.1 million for the second quarter ended June 30, 2022. For the second quarter of 2021, the Company reported operating income of $1.1 million and Adjusted EBITDA of $2.2 million on revenue of $26.8 million.

 

“Driven by the Excell acquisition and strong shipments to core commercial end-markets, for the second quarter we delivered a 20% year-over-year sales increase and returned to total Company profitability. Persistent supply chain constraints continued to delay shipments against government/defense orders in both of our business segments, while operationally, we continued to contend with inflationary cost pressures and manufacturing inefficiencies associated with supply chain disruptions, which pressured gross margins,” said Michael D. Popielec, President and Chief Executive Officer. “While we anticipate continuing to battle these challenges in the second half of the year, we remain steadfast in our commitment to advancing our new product development initiatives, transitioning new products to production, and generating profitable growth for the year.”

 

Second Quarter 2022 Financial Results

 

Revenue was $32.1 million, an increase of $5.4 million, or 20.0%, compared to $26.8 million for the second quarter of 2021. Overall, commercial sales increased 54.1% and government/defense sales decreased 30.8% from the 2021 period. Battery & Energy Products sales increased 31.8% to $30.1 million, compared to $22.9 million last year, reflecting the contribution of $6.6 million of Excell sales coupled with increases of 16.3% in medical battery sales, 14.6% in industrial market sales, and 6.9% in oil & gas market sales, partially offset by a 20.5% decrease in government/defense sales. Net organic sales for this segment increased 3.0%. Communications Systems sales decreased 49.0% to $2.0 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.

 

Gross profit was $7.6 million, or 23.8% of revenue, compared to $7.3 million, or 27.1% of revenue, for the same quarter a year ago. Battery & Energy Products’ gross margin was 23.7%, compared to 26.3% 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 24.9% compared to 32.1% last year, primarily due to lower factory volume resulting from delays in component deliveries and the timing of orders.

 

Operating expenses were $6.9 million compared to $6.2 million last year, an increase of 11.0%, reflecting $1.1 million for Excell. Operating expenses were 21.3% of revenue compared to 23.1% of revenue for the year-earlier period.

 

Operating income was $0.8 million compared to income of $1.1 million last year.

 

 

 

Net income was $0.5 million or $0.03 per diluted share on a GAAP basis, compared to net income of $0.8 million or $0.05 per diluted share for the second quarter of 2021.

 

Adjusted EBITDA, defined as EBITDA including non-cash, stock-based compensation expense, was $2.2 million for the second quarter of 2022 or 6.8% of sales, compared to $2.2 million or 8.2% of sales for the year earlier period.

 

See the “Non-GAAP Financial Measure” 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 second 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)

 

   

June 30,

2022

   

December 31,

2021

 
ASSETS  

Current Assets:

               

Cash

    $5,114       $8,413  

Trade Accounts Receivable, Net

    22,349       20,232  

Inventories, Net

    39,201       33,189  

Prepaid Expenses and Other Current Assets

    5,161       4,690  

Total Current Assets

    71,825       66,524  
                 

Property, Plant and Equipment, Net

    22,338       23,205  

Goodwill

    37,502       38,068  

Other Intangible Assets, Net

    16,566       17,390  

Deferred Income Taxes, Net

    11,731       11,472  

Other Non-Current Assets

    2,261       2,879  

Total Assets

    $162,223       $159,538  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current Liabilities:

               

Accounts Payable

    $13,441       $9,823  

Current Portion of Long-Term Debt, Net

    2,000       2,000  

Accrued Compensation and Related Benefits

    1,924       1,842  

Accrued Expenses and Other Current Liabilities

    4,811       5,259  

Total Current Liabilities

    22,176       18,924  

Long-Term Debt

    19,566       18,857  

Deferred Income Taxes

    2,086       2,254  

Other Non-Current Liabilities

    1,328       1,760  

Total Liabilities

    45,156       41,795  
                 

Shareholders' Equity:

               

Common Stock

    2,057       2,052  

Capital in Excess of Par Value

    186,999       186,518  

Accumulated Deficit

    (47,488)       (47,832)  

Accumulated Other Comprehensive Loss

    (3,151)       (1,653)  

Treasury Stock

    (21,480)       (21,469)  

Total Ultralife Equity

    116,937       117,616  

Non-Controlling Interest

    130       127  

Total Shareholders’ Equity

    117,067       117,743  
                 

Total Liabilities and Shareholders' Equity

  $ 162,223     $ $159,538  

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

(Unaudited)

 

   

Three-Month Period Ended

   

Six-Month Period Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 

Revenues:

                               

Battery & Energy Products

    $30,140       $22,875       $59,290       $44,986  

Communications Systems

    1,986       3,895       3,209       7,757  

Total Revenues

    32,126       26,770       62,499       52,743  
                                 

Cost of Products Sold:

                               

Battery & Energy Products

    22,989       16,859       45,418       33,534  

Communications Systems

    1,491       2,644       2,477       4,964  

Total Cost of Products Sold

    24,480       19,503       47,895       38,498  
                                 

Gross Profit

    7,646       7,267       14,604       14,245  
                                 

Operating Expenses:

                               

Research and Development

    1,672       1,853       3,529       3,500  

Selling, General and Administrative

    5,181       4,323       10,577       8,702  

Total Operating Expenses

    6,853       6,176       14,106       12,202  
                                 

Operating Income

    793       1,091       498       2,043  
                                 

Other Expense

    115       21       232       77  

Income Before Income Tax Provision

    678       1,070       266       1,966  
                                 

Income Tax Provision (Benefit)

    170       248       (81)       465  
                                 

Net Income

    508       822       347       1,501  
                                 

Net (Loss) Income Attributable to Non-Controlling Interest

    (4)       11       3       19  
                                 

Net Income Attributable to Ultralife Corporation

    $512       $811       $344       $1,482  
                                 
                                 

Net Income Per Share Attributable to Ultralife Common Shareholders Basic

    $.03       $.05       $.02       $.09  
                                 

Net Income Per Share Attributable to Ultralife Common Shareholders Diluted

    $.03       $.05       $.02       $.09  
                                 

Weighted Average Shares Outstanding Basic

    16,129       16,019       16,116       15,997  
                                 

Weighted Average Shares Outstanding Diluted

    16,149       16,260       16,141       16,194  

 

 

 

Non-GAAP Financial Measure:

 

 

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

   

Six-Month Period Ended

 
   

June 30,

2022

   

June 30,

2021

   

June 30,

2022

   

June 30,

2021

 
                                 

Net Income Attributable to Ultralife Corporation

    $512       $811       $344       $1,482  

Adjustments:

                               

Interest Expense, Net

    177       55       311       111  

Income Tax Provision (Benefit)

    170       248       (81)       465  

Depreciation Expense

    819       730       1,635       1,460  

Amortization Of Intangible Assets

    323       156       651       310  

Stock-Based Compensation Expense

    184       186       373       370  

Non-Cash Purchase Accounting Adjustment

    -       -       55       -  

Adjusted EBITDA

    $2,185       $2,186       $3,288       $4,198  

 

 

 

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