ulbi20230426_8k.htm
false 0000875657 0000875657 2023-04-27 2023-04-27
 
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
 
 
April 27, 2023
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 27, 2023, Ultralife Corporation issued a press release regarding the financial results for its first quarter ended March 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
 
 
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 27, 2023
 
ULTRALIFE CORPORATION
     
     
 
By:
/s/ Philip A. Fain
   
Philip A. Fain
   
Chief Financial Officer and Treasurer
 
 
ex_507899.htm

Exhibit 99.1

https://cdn.kscope.io/303bd5789191ed0f33bd3fcd1d997d09-ex_507899img001.jpg

 

 

 

Ultralife Corporation Reports First Quarter Results

 

 

NEWARK, N.Y. – April 27, 2023 -- Ultralife Corporation (NASDAQ: ULBI) reported breakeven operating income and adjusted EBITDA of $1.2 million on revenue of $31.9 million for the first quarter ended March 31, 2023. The operating results for the first quarter of 2023 were negatively impacted by the cybersecurity attack announced by the Company on March 2, 2023. For the first quarter of 2022, the Company reported an operating loss of $0.3 million and adjusted EBITDA of $1.1 million on revenue of $30.4 million.

 

As disclosed on March 2, 2023, the Company discovered a cybersecurity ransomware attack at its Newark, NY and Virginia Beach, VA locations on January 25, 2023. The attack impacted our ability to process orders, ship products, provide services to customers and effectively manage our sales and operating planning process over a several week period at our Newark, NY location and an even longer period at our Virginia Beach, VA location. While production and shipping have been resumed in both locations, considerable time during the first quarter was devoted to data restoration, systems recovery, systems security augmentation and regulatory reporting of the attack. Management continues to work on its cybersecurity insurance claim covering the cost of engaging external cybersecurity experts and the business interruption impact. The Company’s deductible for its cyber-insurance policy of $0.1 million is included in our first quarter results. No ransom was paid.

 

“During the first quarter, while devoting considerable time and attention to dealing with the aftereffects of the cybersecurity event, we improved gross margin from the prior quarter primarily through price realization. Execution of lean manufacturing initiatives to improve production efficiency, continued price realization and qualification of alternate component suppliers to recapture gross margin remain our highest near-term priorities,” said Mike Manna, President and Chief Executive Officer. “In addition, we are focused on fulfilling orders that were held back in the first quarter due to the cybersecurity attack and meeting surging demand from our medical and government/defense customers while satisfying ongoing demand from other commercial end markets, particularly oil & gas. Our goal for 2023 remains to deliver high-quality, profitable growth through execution of operational improvements, and to generate incremental cash flow to pay down our acquisition debt.”

 

 

First Quarter 2023 Financial Results

 

Revenue was $31.9 million, an increase of $1.5 million, or 5.1%, compared to $30.4 million for the first quarter of 2022. Overall, government/defense sales increased 24.7% while commercial sales decreased 1.7% compared to the 2022 period. Battery & Energy Products sales decreased 2.3% to $28.5 million, compared to $29.2 million last year, reflecting the impact of the cybersecurity attack, primarily related to medical and government/defense shipments, partially offset by a 21.3% increase in oil & gas market sales. Communications Systems sales increased 181.8% to $3.4 million compared to $1.2 million for the same period last year, primarily attributable to shipments under a vehicle-amplifier adaptor order with a global defense contractor received in July 2022, partially offset by the impact of the cybersecurity attack. Our total backlog exiting the first quarter was $108.1 million, with $96.1 million due to ship over the remaining nine months of 2023 representing a 30.2% increase over the comparable $73.8 million for the same period last year. Total backlog decreased $2.9 million or 2.6% compared to the backlog exiting the prior quarter, the highest in the Company’s history.

 

 

 

Gross profit was $7.4 million, or 23.3% of revenue, compared to $7.0 million, or 22.9% of revenue, for the same quarter a year ago. Battery & Energy Products’ gross margin was 22.9%, compared to 23.1% last year, primarily due to inefficiencies resulting from the cybersecurity attack as well as lingering supply chain disruptions including higher material and logistics costs, and continued investments in the transition of new products to high volume production, partially offset by improved price realization. Communications Systems gross margin was 26.8% compared to 19.4% last year, primarily due to higher factory volume tempered by inefficiencies associated with the cybersecurity attack.

 

Operating expenses were $7.4 million compared to $7.3 million last year, an increase of 2.2%, reflecting continued investment in new product development and the recording of the $0.1 million deductible on our cyber-insurance policy for expenses incurred during the quarter. Operating expenses were 23.2% of revenue compared to 23.9% of revenue for the year-earlier period.

 

Operating income was breakeven for the first quarter of 2023 compared to an operating loss of $0.3 million last year.

 

Net loss was $0.3 million or $0.02 per diluted share, compared to net loss of $0.2 million or $0.01 per diluted share for the first quarter of 2022.

 

Adjusted EBITDA, defined as EBITDA including non-cash, stock-based compensation expense, was $1.2 million for the first quarter of 2023 or 3.6% of revenue, compared to $1.1 million or 3.6% of revenue 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 ensure a fast and reliable connection to our investor conference call, we now require participants dialing in by phone to register using the following link prior to the call: https://register.vevent.com/register/BId33ee3ac5fa74d2e946203064e7fb772. This will eliminate the need to speak with an operator. Once registered, dial-in information will be provided along with a personal identification number. Should you register early and misplace your details, you can simply click back on this same link at any time to register and view this information again. 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,

2023

   

December 31,

2022

 

Current Assets:

               

Cash

  $ 5,605     $ 5,713  

Trade Accounts Receivable, Net

    24,463       27,779  

Inventories, Net

    47,311       41,192  

Prepaid Expenses and Other Current Assets

    3,973       4,304  

Total Current Assets

    81,352       78,988  
                 

Property, Plant and Equipment, Net

    21,412       21,716  

Goodwill

    37,518       37,428  

Other Intangible Assets, Net

    15,747       15,921  

Deferred Income Taxes, Net

    12,965       12,069  

Other Non-Current Assets

    2,160       2,308  

Total Assets

  $ 171,154     $ 168,430  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current Liabilities:

               

Accounts Payable

  $ 18,988     $ 16,074  

Current Portion of Long-Term Debt

    2,000       2,000  

Accrued Compensation and Related Benefits

    2,321       2,890  

Accrued Expenses and Other Current Liabilities

    5,890       7,949  

Total Current Liabilities

    29,199       28,913  

Long-Term Debt, Net

    21,126       19,310  

Deferred Income Taxes, Net

    2,456       1,917  

Other Non-Current Liabilities

    1,969       1,887  

Total Liabilities

    54,750       52,027  
                 

Shareholders' Equity:

               

Common Stock

    2,057       2,057  

Capital in Excess of Par Value

    187,544       187,405  

Accumulated Deficit

    (48,297 )     (47,951 )

Accumulated Other Comprehensive Loss

    (3,553 )     (3,750 )

Treasury Stock

    (21,484 )     (21,484 )

Total Ultralife Equity

    116,267       116,277  

Non-Controlling Interest

    137       126  

Total Shareholders’ Equity

    116,404       116,403  
                 

Total Liabilities and Shareholders' Equity

  $ 171,154     $ 168,430  

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 (In Thousands Except Per Share Amounts)

(Unaudited)

 

 

   

Three-Month Period Ended

 
   

March 31,

   

March 31,

 
   

2023

   

2022

 

Revenues:

               

Battery & Energy Products

  $ 28,470     $ 29,150  

Communications Systems

    3,446       1,223  

Total Revenues

    31,916       30,373  
                 

Cost of Products Sold:

               

Battery & Energy Products

    21,958       22,429  

Communications Systems

    2,522       986  

Total Cost of Products Sold

    24,480       23,415  
                 

Gross Profit

    7,436       6,958  
                 

Operating Expenses:

               

Research and Development

    2,032       1,857  

Selling, General and Administrative

    5,378       5,396  

Total Operating Expenses

    7,410       7,253  
                 

Operating Income (Loss)

    26       (295 )
                 

Other Expense

    (494 )     (117 )

Loss Before Income Tax Provision

    (468 )     (412 )
                 

Income Tax Benefit

    (133 )     (251 )
                 

Net Loss

    (335 )     (161 )
                 

Net Income Attributable to Non-Controlling Interest

    (11 )     (7 )
                 

Net Loss Attributable to Ultralife Corporation

  $ (346 )   $ (168 )
                 

Net Loss Per Share Attributable to Ultralife Common Shareholders Basic

  $ (0.02 )   $ (0.01 )
                 

Net Loss Per Share Attributable to Ultralife Common Shareholders Diluted

  $ (0.02 )   $ (0.01 )
                 

Weighted Average Shares Outstanding – Basic

    16,135       16,104  
                 

Weighted Average Shares Outstanding – Diluted

    16,135       16,104  

 

 

 

 

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,

2023

   

March 31,

2022

 
                 

Net Loss Attributable to Ultralife Corporation

  $ (346 )   $ (168 )

Adjustments:

               

Interest Expense, Net

    424       134  

Income Tax Benefit

    (133 )     (251 )

Depreciation Expense

    762       816  

Amortization of Intangible Assets

    209       328  

Stock-Based Compensation Expense

    139       189  

Non-Recurring – Cyber Insurance Deductible

    100       -  

Non-Cash Purchase Accounting Adjustment

    -       55  

Adjusted EBITDA

  $ 1,155     $ 1,103  

 

 

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