ulbi20231025_8k.htm
false 0000875657 0000875657 2023-10-26 2023-10-26
 
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 26, 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 October 26, 2023, Ultralife Corporation issued a press release regarding the financial results for its third quarter ended September 30, 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: October 26, 2023
 
ULTRALIFE CORPORATION
     
     
 
By:
/s/ Philip A. Fain
   
Philip A. Fain
   
Chief Financial Officer and Treasurer
     
     
 
 
 
ex_585556.htm

 

Exhibit 99.1

https://cdn.kscope.io/fbb296bcee0f078700d503905b12bef5-logo.jpg

 

 

Ultralife Corporation Reports Third Quarter Results

 

 

NEWARK, N.Y. – October 26, 2023 -- Ultralife Corporation (NASDAQ: ULBI) reported operating results for the third quarter ended September 30, 2023 with the following highlights:

 

 

Sales of $39.5 million representing an 18.8% year-over-year increase

 

Operating income of $2.1 million versus a loss of $0.6 million for the 2022 third quarter

 

Adjusted EPS of $0.10 compared to a loss of $0.03 for the 2022 third quarter

 

Adjusted EBITDA of $3.5 million representing a 177.3% year-over-year increase

 

Backlog of $101.1 million exiting the 2023 third quarter

 

“Driven by continuing strong demand from our government/defense and medical customers, sales grew 19% for both the 2023 third quarter and the first nine months to $39.5 million and $114.1 million, respectively, over the prior year periods. We continue to focus on recapturing gross margin through price realization, lean manufacturing initiatives and level-loaded production, which resulted in a year-over-year improvement in gross margin of 460 basis points to 24.8% for the third quarter. On the strength of higher sales, gross margin improvement and disciplined spending, operating profit of $2.1 million far exceeded the operating loss of $0.6 million from the year-earlier quarter. Finally, our efforts to strengthen our relationships with key customers using our global new product development resources are bearing fruit as we continue to sustain our backlog in excess of $100 million,” said Mike Manna, President and Chief Executive Officer. “As we close out 2023 with a strong backlog, we are well positioned to continue our profitable growth and to generate incremental cashflow to reduce our acquisition debt and further invest in our businesses, including new product development, strategic capital expenditures and accretive acquisitions.”

 

Third Quarter 2023 Financial Results

 

Revenue was $39.5 million, an increase of $6.3 million, or 18.8%, as compared to revenue of $33.2 million for the third quarter of 2022. Overall, government/defense sales increased 48.1% and commercial sales increased 5.6% over the 2022 period. Battery & Energy Products sales increased 11.7% to $31.9 million compared to $28.6 million last year, reflecting increases of 36.2% in government/defense sales and 37.9% in medical battery sales, partially offset by decreases of 1.8% in oil & gas market sales and 14.9% in other commercial sales. Communications Systems sales increased by 62.7% to $7.6 million compared to $4.7 million for the same period last year, primarily attributable to shipments of vehicle-amplifier adaptors to a global defense contractor for the U.S. Army and of integrated systems of amplifiers and radio vehicle mounts to a major international defense contractor under an ongoing allied country government/defense modernization program. Our total backlog exiting the 2023 third quarter was $101.1 million with over $35 million of the total backlog due to ship over the remaining three months of 2023.

 

Gross profit was $9.8 million, or 24.8% of revenue, compared to $6.7 million, or 20.2% of revenue, for the same quarter a year ago. Battery & Energy Products gross margin was 24.2%, compared to 18.7% last year, primarily due to more efficiencies and higher cost absorption resulting from a concerted effort to level-load production more evenly across the 2023 quarter, as well as improved price realization. Communications Systems gross margin was 27.0% compared to 29.5% last year, primarily due to inefficiencies caused by component delays from suppliers, partially offset by higher factory volume.

 

Operating expenses were $7.6 million, compared to $7.3 million for the 2022 third quarter. Operating expenses were 19.3% of revenue compared to 22.0% of revenue for the year-earlier period.

 

The combination of higher gross profit and leveraging of operating expenses resulted in a $2.7 million increase in operating income to $2.1 million from an operating loss of $0.6 million last year.

 

Net income was $1.3 million or $0.08 per diluted share on a GAAP basis, compared to a net loss of $0.2 million or $0.01 per diluted share for the third quarter of 2022. Adjusted EPS was $0.10 on a diluted basis for the third quarter of 2023, compared to a loss of $0.03 for the 2022 period. Adjusted EPS excludes the provision for deferred taxes of $0.4 million which primarily represents non-cash charges for U.S. taxes which we expect will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.

 

Adjusted EBITDA, defined as EBITDA including non-cash, stock-based compensation expense, was $3.5 million for the third quarter of 2023, or 8.8% of sales, compared to $1.3 million, or 3.8% 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 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 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/BI7f14d2264d2242c1adb217d21d75ab21. 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

 

 

   

September 30,

2023

   

December 31,

2022

 

Current Assets:

               

Cash

  $ 9,301     $ 5,713  

Trade Accounts Receivable, Net

    27,189       27,779  

Inventories, Net

    46,634       41,192  

Prepaid Expenses and Other Current Assets

    6,429       4,304  

Total Current Assets

    89,553       78,988  
                 

Property, Plant and Equipment, Net

    21,166       21,716  

Goodwill

    37,357       37,428  

Other Intangible Assets, Net

    15,270       15,921  

Deferred Income Taxes, Net

    10,728       12,069  

Other Non-Current Assets

    2,035       2,308  

Total Assets

  $ 176,109     $ 168,430  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current Liabilities:

               

Accounts Payable

  $ 13,470     $ 16,074  

Current Portion of Long-Term Debt

    2,000       2,000  

Accrued Compensation and Related Benefits

    2,467       2,890  

Accrued Expenses and Other Current Liabilities

    8,449       7,949  

Total Current Liabilities

    26,386       28,913  

Long-Term Debt, Net

    24,108       19,310  

Deferred Income Taxes

    1,825       1,917  

Other Non-Current Liabilities

    2,032       1,887  

Total Liabilities

    54,351       52,027  
                 

Shareholders' Equity:

               

Common Stock

    2,075       2,057  

Capital in Excess of Par Value

    188,852       187,405  

Accumulated Deficit

    (43,627 )     (47,951 )

Accumulated Other Comprehensive Loss

    (4,176 )     (3,750 )

Treasury Stock

    (21,484 )     (21,484 )

Total Ultralife Equity

    121,640       116,277  

Non-Controlling Interest

    118       126  

Total Shareholders’ Equity

    121,758       116,403  
                 

Total Liabilities and Shareholders' Equity

  $ 176,109     $ 168,430  

 

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

(Unaudited)

 

 

   

Three-Month Period Ended

   

Nine-Month Period Ended

 
   

September 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2023

   

2022

   

2023

   

2022

 

Revenues:

                               

Battery & Energy Products

  $ 31,919     $ 28,583     $ 94,250     $ 87,873  

Communications Systems

    7,569       4,651       19,846       7,860  

Total Revenues

    39,488       33,234       114,096       95,733  
                                 

Cost of Products Sold:

                               

Battery & Energy Products

    24,191       23,238       72,467       68,656  

Communications Systems

    5,523       3,281       13,831       5,758  

Total Cost of Products Sold

    29,714       26,519       86,298       74,414  
                                 

Gross Profit

    9,774       6,715       27,798       21,319  
                                 

Operating Expenses:

                               

Research and Development

    1,869       1,896       5,679       5,425  

Selling, General and Administrative

    5,770       5,405       16,293       15,982  

Total Operating Expenses

    7,639       7,301       21,972       21,407  
                                 

Operating Income (Loss)

    2,135       (586 )     5,826       (88 )
                                 

Other Income (Expense)

    (386 )     254       178       22  

Income (Loss) Before Income Taxes

    1,749       (332 )     6,004       (66 )
                                 

Income Tax Provision (Benefit)

    446       (90 )     1,688       (171 )
                                 

Net Income (Loss)

    1,303       (242 )     4,316       105  
                                 

Net (Loss) Income Attributable to Non-Controlling Interest

    (27 )     (3 )     (8 )     -  
                                 

Net Income (Loss) Attributable to Ultralife Corporation

  $ 1,330     $ (239 )   $ 4,324     $ 105  
                                 
                                 

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

  $ .08     $ (.01 )   $ .27     $ .01  
                                 

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

  $ .08     $ (.01 )   $ .27     $ .01  
                                 

Weighted Average Shares Outstanding Basic

    16,238       16,133       16,172       16,122  
                                 

Weighted Average Shares Outstanding Diluted

    16,303       16,133       16,174       16,144  

 

 

 

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 U.S. Generally Accepted Accounting Principles (“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

   

Nine-Month Period Ended

 
   

September 30, 2023

   

September 30, 2022

   

September 30, 2023

   

September 30, 2022

 
                                 

Net Income (Loss) Attributable to Ultralife Corporation

  $ 1,330     $ (239 )   $ 4,324     $ 105  

Adjustments:

                               

Interest Expense, Net

    586       272       1,450       583  

Income Tax Provision (Benefit)

    446       (90 )     1,688       (171 )

Depreciation Expense

    760       815       2,282       2,450  

Amortization Expense

    227       318       663       969  

Stock-Based Compensation Expense

    131       179       424       552  

Cyber-Insurance Policy Deductible

    -       -       100       -  

Non-Cash Purchase Accounting Adjustment

    -       -       -       55  

Adjusted EBITDA

  $ 3,480     $ 1,255     $ 10,931     $ 4,543  

 

 

 

 

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. We define adjusted EPS as net income attributable to Ultralife Corporation excluding the provision (benefit) for deferred income 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 predominantly 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 income attributable to Ultralife Corporation.

 

 

ULTRALIFE CORPORATION AND SUBSIDIARIES

CALCULATION OF ADJUSTED EPS

(In Thousands Except Per Share Amounts)

(Unaudited)

 

 

 

   

Three-Month Period Ended

 
   

September 30, 2023

   

September 30, 2022

 
   

Amount

   

Per

Basic

Share

   

Per

Diluted

Share

   

Amount

   

Per

Basic

Share

   

Per

Diluted

Share

 

Net Income (Loss) Attributable to Ultralife Corporation

  $ 1,330     $ .08     $ .08     $ (239 )   $ (.01 )   $ (.01 )

Deferred Tax Provision (Benefit)

    357       .02       .02       (308 )     (.02 )     (.02 )

Adjusted Net Income (Loss)

  $ 1,687     $ .10     $ .10     $ (547 )   $ (.03 )   $ (.03 )
                                                 

Weighted Average Shares Outstanding

            16,238       16,303               16,133       16,133  

 

 

   

Nine-Month Period Ended

 
   

September 30, 2023

   

September 30, 2022

 
   

Amount

   

Per

Basic

Share

   

Per

Diluted

Share

   

Amount

   

Per

Basic

Share

   

Per

Diluted

Share

 

Net Income Attributable to Ultralife Corporation

  $ 4,324     $ .27     $ .27     $ 105     $ .01     $ .01  

Deferred Tax Provision (Benefit)

    1,245       .07       .07       (683 )     (.05 )     (.05 )

Adjusted Net Income (Loss)

  $ 5,569     $ .34     $ .34     $ (578 )   $ (.04 )   $ (.04 )
                                                 

Weighted Average Shares Outstanding

            16,172       16,174               16,122       16,144  

 

 

 

 

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