ulbi20221025_8k.htm
false 0000875657 0000875657 2022-10-27 2022-10-27
 
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
 
 
October 27, 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 October 27, 2022, Ultralife Corporation issued a press release regarding the financial results for its third quarter ended September 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: October 27, 2022   ULTRALIFE CORPORATION  
By:
/s/ Philip A. Fain
Philip A. Fain
Chief Financial Officer and Treasurer
 
 
 
ex_437203.htm

Exhibit 99.1

https://cdn.kscope.io/2b19d9afaad6e16238d356ea11615b08-ex_437203img001.jpg

 

Ultralife Corporation Reports Third Quarter Results

 

NEWARK, N.Y. – October 27, 2022 -- Ultralife Corporation (NASDAQ: ULBI) reported an operating loss of $0.6 million and adjusted EBITDA of $1.3 million on revenue of $33.2 million for the third quarter ended September 30, 2022. For the third quarter of 2021, the Company reported an operating loss of $0.8 million and adjusted EBITDA of $0.3 million on revenue of $21.8 million.

 

“For the third quarter, government/defense revenue doubled year-over-year reflecting higher demand from our customers in Battery & Energy Products and shipments of larger awards in Communications Systems. This increase in government/defense revenue along with the addition of Excell, resulted in a 53% increase in total Company revenue. While we benefited from the operating expense leverage of the sharp revenue gain, the combination of production inefficiencies associated with supply chain disruptions and input cost inflation severely pressured gross margins and profitability for the quarter,” said Michael D. Popielec, President and Chief Executive Officer. “We continue to work on offsetting inflation and manufacturing workflow challenges with price realization and productivity gains to restore profitable growth. With a backlog now over $100 million, we are positioned well for near-term revenue increases and remain committed to advancing several transformational projects and new product opportunities to drive long-term revenue growth.”

 

 

Third Quarter 2022 Financial Results

 

Revenue was $33.2 million, an increase of $11.5 million, or 52.7%, compared to $21.8 million for the third quarter of 2021. Overall, government/defense sales increased 99.8% and commercial sales increased 38.0% from the 2021 period. Battery & Energy Products revenue increased 42.9% to $28.6 million, compared to $20.0 million last year, reflecting $6.9 million of Excell sales coupled with organic increases of 66.4% in government/defense sales, 7.4% in oil & gas market sales and 2.4% in industrial market sales, partially offset by a 12.1% decrease in medical sales. Net organic sales for this segment increased 8.5%. Communications Systems sales increased 165.3% to $4.7 million compared to $1.8 million for the same period last year, despite lingering supply chain disruptions resulting in delays in our shipments to future periods. Our total backlog exiting the third quarter grew to $106.2 million, which represents an increase of $27.0 million or 34.1% over the comparable backlog exiting the prior quarter and an increase of $64.2 million or 153.3% over that exiting the third quarter of 2021.

 

Gross profit was $6.7 million, or 20.2% of revenue, compared to $5.1 million, or 23.5% of revenue, for the same quarter a year ago. Battery & Energy Products’ gross margin was 18.7% compared to 24.0% last year, primarily due to supply chain disruptions including component cost inflation, prolonged lead times and logistics delays, and the incremental costs of transitioning new products to high volume production. Communications Systems gross margin was 29.5% compared to 18.0% last year, primarily due to higher factory volume and more favorable sales mix.

 

 

 

Operating expenses were $7.3 million compared to $5.9 million last year, an increase of 24.0%, reflecting $1.1 million for Excell. Operating expense ratio to revenue was 22.0%, a 510 basis-point improvement as compared to 27.1% of revenue for the year-earlier period.

 

Operating loss was $0.6 million compared to $0.8 million last year.

 

Net loss was $0.2 million or $0.01 per diluted share on a GAAP basis compared to a net loss of $0.6 million or $0.04 per diluted share for the third quarter of 2021.

 

Adjusted EBITDA, defined as EBITDA including non-cash, stock-based compensation expense, was $1.3 million or 3.8% of sales for the third quarter of 2022, compared to $0.3 million or 1.3% of sales for the year-earlier period.

 

See the “Non-GAAP Financial Measures” section of this release for a reconciliation of Adjusted EPS to EPS and adjusted EBITDA to net (loss) 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 third 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)

 

   

September 30,

2022

   

December 31,

2021

 
ASSETS

Current Assets:

               

Cash

  $ 5,051     $ 8,413  

Trade Accounts Receivable, Net

    26,876       20,232  

Inventories, Net

    40,769       33,189  

Prepaid Expenses and Other Current Assets

    6,241       4,690  

Total Current Assets

    78,937       66,524  
                 

Property, Plant and Equipment, Net

    21,898       23,205  

Goodwill

    37,066       38,068  

Other Intangible Assets, Net

    16,095       17,390  

Deferred Income Taxes, Net

    11,963       11,472  

Other Non-Current Assets

    1,981       2,879  

Total Assets

  $ 167,940     $ 159,538  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

               

Accounts Payable

  $ 15,827     $ 9,823  

Current Portion of Long-Term Debt

    2,000       2,000  

Accrued Compensation and Related Benefits

    2,000       1,842  

Accrued Expenses and Other Current Liabilities

    8,254       5,259  

Total Current Liabilities

    28,081       18,924  

Long-Term Debt, Net

    20,874       18,857  

Deferred Income Taxes

    1,996       2,254  

Other Non-Current Liabilities

    1,673       1,760  

Total Liabilities

    52,624       41,795  
                 

Shareholders' Equity:

               

Common Stock

    2,057       2,052  

Capital in Excess of Par Value

    187,181       186,518  

Accumulated Deficit

    (47,727 )     (47,832 )

Accumulated Other Comprehensive Loss

    (4,842 )     (1,653 )

Treasury Stock

    (21,480 )     (21,469 )

Total Ultralife Equity

    115,189       117,616  

Non-Controlling Interest

    127       127  

Total Shareholders’ Equity

    115,316       117,743  
                 

Total Liabilities and Shareholders' Equity

  $ 167,940     $ 159,538  

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(In Thousands Except Per Share Amounts)

(Unaudited)

 

   

Three-Month Period Ended

   

Nine-Month Period Ended

 
   

September

30,

   

September

30,

   

September

30,

   

September

30,

 
   

2022

   

2021

   

2022

   

2021

 

Revenues:

                               

Battery & Energy Products

  $ 28,583     $ 20,008     $ 87,873     $ 64,994  

Communications Systems

    4,651       1,753       7,860       9,510  

Total Revenues

    33,234       21,761       95,733       74,504  
                                 

Cost of Products Sold:

                               

Battery & Energy Products

    23,238       15,216       68,656       48,750  

Communications Systems

    3,281       1,437       5,758       6,401  

Total Cost of Products Sold

    26,519       16,653       74,414       55,151  
                                 

Gross Profit

    6,715       5,108       21,319       19,353  
                                 

Operating Expenses:

                               

Research and Development

    1,896       1,723       5,425       5,223  

Selling, General and Administrative

    5,405       4,164       15,982       12,866  

Total Operating Expenses

    7,301       5,887       21,407       18,089  
                                 

Operating (Loss) Income

    (586 )     (779 )     (88 )     1,264  
                                 

Other (Income) Expense

    (254 )     (1 )     (22 )     76  

(Loss) Income Before Income Taxes

    (332 )     (778 )     (66 )     1,188  
                                 

Income Tax (Benefit) Provision

    (90 )     (175 )     (171 )     290  
                                 

Net (Loss) Income

    (242 )     (603 )     105       898  
                                 

Net (Loss) Income Attributable to Non-Controlling Interest

    (3 )     (18 )     -       1  
                                 

Net (Loss) Income Attributable to Ultralife Corporation

  $ (239 )   $ (585 )   $ 105     $ 897  
                                 
                                 

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

  $ (.01 )   $ (.04 )   $ .01     $ .06  
                                 

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

  $ (.01 )   $ (.04 )   $ .01     $ .06  
                                 

Weighted Average Shares Outstanding Basic

    16,133       16,065       16,122       16,020  
                                 

Weighted Average Shares Outstanding Diluted

    16,133       16,065       16,144       16,200  

 

 

 

Non-GAAP Financial Measures:

 

 

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

   

Nine-Month Period Ended

 
   

September 30, 2022

   

September 30, 2021

   

September 30, 2022

   

September 30, 2021

 
                                 

Net (Loss) Income Attributable to Ultralife Corporation

  $ (239 )   $ (585 )   $ 105     $ 897  

Adjustments:

                               

Interest and Financing Expense

    272       53       583       164  

Income Tax (Benefit) Provision

    (90 )     (175 )     (171 )     290  

Depreciation Expense

    815       700       2,450       2,160  

Amortization Expense

    318       148       969       458  

Stock-Based Compensation Expense

    179       142       552       512  

Non-Cash Purchase Accounting Adjustment

    -       -       55       -  

Adjusted EBITDA

  $ 1,255     $ 283     $ 4,543     $ 4,481  

 

 

 

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