The financial statements and schedules listed in Item 15(a)(1) are included in this Report beginning on page 43.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
Note 1 - Summary of Operations and Significant Accounting Policies
a.
|
Description of Business
|
As used in this annual report, unless otherwise indicated, the terms “we”, “our” and “us” refer to Ultralife Corporation (“Ultralife”) and includes our wholly-owned subsidiaries, ABLE New Energy Co., Limited and its wholly-owned subsidiary ABLE New Energy Co.; Ltd; Ultralife UK LTD and its wholly-owned subsidiary, Accutronics Ltd; Ultralife Batteries (UK) Ltd.; Southwest Electronic Energy Corporation and its wholly-owned subsidiary, CLB, INC.; and our majority-owned joint venture Ultralife Batteries India Private Limited.
We offer products and services ranging from power solutions to communications and electronics systems. Through our engineering and collaborative approach to problem solving, we serve government, defense and commercial customers across the globe. We design, manufacture, install and maintain power and communications systems including: rechargeable and non-rechargeable batteries, charging systems, communications and electronics systems and accessories, and custom engineered systems. We sell our products worldwide through a variety of trade channels, including original equipment manufacturers (“OEMs”), industrial and defense supply distributors, and directly to U.S. and international defense departments.
b.
|
Principles of Consolidation
|
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of Ultralife Corporation, our wholly-owned subsidiaries, Ultralife Batteries (UK) Ltd., Ultralife UK LTD, and its wholly-owned subsidiary Accutronics Ltd, ABLE New Energy Co., Limited and its wholly-owned subsidiary ABLE New Energy Co., Ltd. (“ABLE” collectively), Southwest Electronic Energy Corporation and its wholly-owned subsidiary, CLB, INC. (“SWE” collectively), and our majority-owned subsidiary Ultralife Batteries India Private Limited (“India JV”). Intercompany accounts and transactions have been eliminated in consolidation.
c.
|
Management's Use of Judgment and Estimates
|
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at year end and the reported amounts of revenues and expenses during the reporting period. Key areas affected by estimates include: (a) carrying value of goodwill and intangible assets; (b) reserves for excess and obsolete inventory, deferred tax assets, warranties, and bad debts; (c) valuation of assets acquired and liabilities assumed in business combinations; (d) various expense accruals; and (e) stock-based compensation. Our actual results could differ from these estimates.
Certain items previously reported in specific financial statement captions are reclassified to conform to the current presentation. There were no material reclassifications for the years ended December 31, 2020 and 2019.
Our cash balances may at times exceed federally insured limits. We have not experienced any losses in these accounts and believe we are not exposed to any significant risk with respect to cash.
f.
|
Accounts Receivable and Allowance for Doubtful Accounts
|
We extend credit to our customers in the normal course of business. We perform ongoing credit evaluations and generally do not require collateral. Payment terms are generally 30 days. Trade accounts receivable are recorded at their invoiced amounts, net of allowance for doubtful accounts. We evaluate the adequacy of our allowance for doubtful accounts quarterly. Accounts outstanding for longer than contractual payment terms are considered past due and are reviewed for collectability. We maintain reserves for potential credit losses based upon our historical experience and the aging of specific receivables. Receivable balances are written off when collection is deemed unlikely.
Inventories are stated at the lower of cost or net realizable value with cost determined under the firstin, firstout (FIFO) method. We record provisions for excess, obsolete or slow-moving inventory based on changes in customer demand, technology developments or other economic factors.
h.
|
Property, Plant and Equipment
|
Property, plant and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. Estimated useful lives are as follows (in years):
Buildings
|
10
|
–
|
40
|
Machinery and Equipment
|
5
|
–
|
10
|
Furniture and Fixtures
|
3
|
–
|
10
|
Computer Hardware and Software
|
3
|
–
|
5
|
Leasehold Improvements
|
Lesser of useful life or lease term
|
Betterments, renewals and extraordinary repairs that extend the life of the assets are capitalized. Other repairs and maintenance costs are expensed when incurred. When disposed, the cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss on disposition is recognized in operating income.
i.
|
Long-Lived Assets, Goodwill and Intangibles
|
We assess our long-lived assets for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. For property, plant and equipment and amortizable intangible assets, this is accomplished by comparing the expected undiscounted future cash flows of the assets with the respective carrying amount as of the date of assessment. If the expected undiscounted future cash flows exceed the respective carrying amount as of the date of assessment, no impairment is recognized. Should aggregate undiscounted future cash flows be less than the carrying value, a write-down would be required, measured as the difference between the carrying value and the fair value of the asset. Fair value is estimated as the present value of expected discounted future cash flows. The discount rate used in our evaluation is an industry-based weighted average cost of capital.
Under the acquisition method of accounting, the purchase price paid, or the total consideration transferred, to consummate the acquisition is allocated to the identified tangible and intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date with the residual amount recorded to goodwill. We do not amortize goodwill and intangible assets with indefinite lives, but instead evaluate these assets for impairment at least annually, or whenever events or circumstances indicate that impairment may exist. We amortize intangible assets that have definite lives so that the economic benefits of the intangible assets are being recognized over their estimated useful life.
The annual impairment test for goodwill consists of a comparison of the estimated fair value for each reporting unit to which goodwill is assigned to the carrying value of the respective reporting unit. The annual impairment test for other indefinite-lived intangible assets consists of a comparison of the estimated fair value of each asset to the carrying value of the respective asset. If the estimated fair value of a reporting unit or other indefinite-lived intangible asset exceeds its respective carrying value, the goodwill or indefinite-lived intangible asset is considered not impaired. If carrying value of a reporting unit or indefinite-lived intangible asset exceeds its estimated fair value, the excess carrying value of the respective goodwill or indefinite-lived intangible asset is recognized as an impairment loss.
j.
|
Translation of Foreign Currency
|
The financial statements of our foreign subsidiaries are translated from the functional currency into U.S. dollar equivalents, with translation adjustments recorded as the sole component of accumulated other comprehensive income (loss). Exchange gains and losses related to foreign currency transactions and balances denominated in currencies other than the functional currency are recognized in net income.
Revenues are generated from the sale of products. Performance obligations are met and revenue is recognized upon transfer of control to the customer, which is generally upon shipment. When contract terms require transfer of control upon delivery at a customer’s location, revenue is recognized on the date of delivery. For products shipped under vendor managed inventory arrangements, revenue is recognized and billed when the product is consumed by the customer, at which point control has transferred and there are no further obligations by the Company. Revenue is measured as the amount of consideration we expect to receive in exchange for shipped product. Sales, value-added and other taxes billed and collected from customers are excluded from revenue. Customers, including distributors, do not have a general right of return.
Revenues recognized from prior period performance obligations for the years ended December 31, 2020 and 2019 were not material.
As of December 31, 2020 and 2019, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, we have applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations.
Deferred revenue, unbilled revenue and deferred contract costs recorded on our consolidated balance sheets as of December 31, 2020 and 2019 were not material.
We generally offer standard warranties against product defects. We do not offer separate service-type warranties. We estimate future warranty costs to be incurred for product failure rates, material usage and service costs in the development of our warranty obligations. Estimated future costs are based on actual past experience and are generally estimated as a percentage of sales over the warranty period. Warranty costs are recorded as costs of products sold. Provision for warranty costs is recorded in other current liabilities and other long-term liabilities on our consolidated balance sheets based on the duration of the warranty.
m.
|
Shipping and Handling Costs
|
Costs incurred by us related to shipping and handling are included in cost of products sold. Amounts charged to customers pertaining to these costs are reflected as revenue.
Sales commissions are expensed as incurred for contracts with an expected duration of one year or less. There were no sales commissions capitalized as of December 31, 2020 and 2019.
o.
|
Research and Development
|
Research and development expenditures are charged to operations as incurred. The majority of research and development expenses pertain to salaries and benefits, developmental supplies, depreciation and other contracted services. For the years ended December 31, 2020 and 2019, we expended $7,316 and $8,025, respectively, on research and development, including costs of $1,369 and $1,220, respectively, on customer sponsored research and development activities, which are included in cost of goods sold.
Environmental expenditures that relate to current operations are expensed. Remediation costs that relate to an existing condition caused by past operations are accrued when it is probable that these costs will be incurred and can be reasonably estimated.
We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Pursuant to ASC 740, a valuation allowance is recognized when the realizability of deferred tax assets is not more likely than not, on the basis of all available evidence, both positive and negative, weighted based on objective verifiability.
r.
|
Concentration Related to Customers and Suppliers
|
We have two customers, both large defense primary contractors, which comprised 17% and 6% of our total revenues in 2020, and 12% and 14% of our total revenues in 2019, respectively. 2020 revenues from these two customers represented 20% of our total Battery & Energy Products segment revenues and 38% of our total Communications Systems segment revenues. 2019 revenues from these two customers represented 15% of our total Battery & Energy Products segment revenues and 64% of our total Communications Systems segment revenues. There were no other customers that comprised greater than 10% of our total revenues during these years.
Currently, we do not experience significant seasonal trends in our revenues. Since a significant portion of our revenues are based on purchases from U.S. and allied country defense departments, the timing of our sales could be impacted by delays in the government budget process and the decisions to deploy resources to support military purchases of our products.
We generally do not distribute our products to a concentrated geographical area nor is there a significant concentration of credit risks arising from individuals or groups of customers engaged in similar activities, or who have similar economic characteristics. While direct and indirect sales to the U.S. Department of Defense have been substantial during 2020 and 2019, we do not consider this customer to be a significant credit risk.
Certain materials and components used in our products are available only from a single or a limited number of suppliers. As such, some materials and components could become in short supply resulting in limited availability and/or increased costs. Additionally, we may elect to develop relationships with a single or limited number of suppliers for materials and components that are otherwise generally available. Although we believe that alternative suppliers are available to supply materials and components that could replace materials and components currently used and that, if necessary, we would be able to redesign our products to make use of such alternatives, any interruption in the supply from any supplier that serves as a sole source could delay product shipments and have a material adverse effect on our business, financial condition and results of operations. We have experienced interruptions of product deliveries by sole source suppliers in the past.
s.
|
Fair Value Measurements and Disclosures
|
Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1:
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
Level 2:
|
Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or that we corroborate with observable market data for substantially the full term of the related assets or liabilities.
|
Level 3:
|
Unobservable inputs supported by little or no market activity that are significant to the fair value of the assets or liabilities.
|
The fair value of financial instruments approximated their carrying values at December 31, 2020 and 2019. The fair value of cash, accounts receivable, accounts payable, accrued liabilities, and the current portion of long-term debt approximates carrying value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value, as the variable interest rates approximate current market rates.
Basic earnings per share (“EPS”) is computed by dividing net income attributable to Ultralife Corporation by the weighted average shares of common stock outstanding for the period. Diluted EPS reflects the assumed exercise and conversion of dilutive outstanding stock options and unvested restricted stock, if any, applying the treasury stock method.
For the year ended December 31, 2020, the calculation of diluted EPS included 526,244 stock options and 26,665 restricted stock awards. Inclusion of these shares resulted in 193,568 additional shares in the calculation of diluted EPS. There were 690,919 outstanding stock options as of December 31, 2020 excluded from the calculation of diluted EPS, as inclusion of these shares would have been anti-dilutive.
For the year ended December 31, 2019, the calculation of diluted EPS included 899,041 stock options and 31,666 restricted stock awards. Inclusion of these shares resulted in 396,536 additional shares in the calculation of diluted EPS. There were 642,751 outstanding stock options as of December 31, 2019 excluded from the calculation of diluted EPS, as inclusion of these shares would have been anti-dilutive.
u.
|
Stock-Based Compensation
|
We have various stock-based employee compensation plans that are described more fully in Note 7. The compensation cost relating to share-based payment transactions is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity award).
We have two operating segments – Battery & Energy Products, and Communications Systems. The basis for determining our operating segments is the manner in which financial information is used in monitoring our operations. Management operates and organizes itself according to business units that comprise unique products and services across geographic locations.
At contract inception, the Company determines whether the arrangement is or contains a lease and determines the lease classification. The lease term is determined based on the non-cancellable term of the lease adjusted to the extent optional renewal terms and termination rights are reasonably certain. Lease expense is recognized evenly over the lease term. Variable lease payments are recognized as period costs. The present value of remaining lease payments is recognized as a liability on the balance sheet with a corresponding right-of-use asset adjusted for prepaid or accrued lease payments. The Company uses its incremental borrowing rate for the discount rate, unless the interest rate implicit in the lease contract is readily determinable. The Company has adopted the practical expedients to not separate non-lease components from lease components and to not present short-term leases on the balance sheet. See Note 9 for further disclosure regarding lease accounting.
x.
|
Recent Accounting Pronouncements
|
Recently Adopted Accounting Guidance
Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2017-04, “Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment”. The new standard eliminates the two-step process that required the identification of potential impairment and a separate measure of the actual impairment. Adoption of the new standard will not materially impact the Company’s consolidated financial statements.
Recent Accounting Guidance Not Yet Adopted
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company is currently assessing the impact that adopting this new accounting standard will have on our consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. While the Company is continuing to assess the potential impacts of this new standard, it does not expect ASU 2019-12 will have a materially affect on our consolidated financial statements.
Note 2 – Acquisition
On May 1, 2019, the Company completed the acquisition of 100% of the issued and outstanding shares of Southwest Electronic Energy Corporation, a Texas corporation (“SWE”), for an aggregate purchase price of $26,190 inclusive of $942 cash acquired and post-closing adjustments.
SWE is a leading independent designer and manufacturer of high-performance smart battery systems and battery packs to customer specifications using lithium cells. SWE serves a variety of industrial markets, including oil and gas, remote monitoring, process control and marine, which demand uncompromised safety, service, reliability and quality. The Company acquired SWE as a bolt-on acquisition to further support our strategy of commercial revenue diversification by providing entry to the oil and gas exploration and production, and subsea electrification markets, which were previously unserved by Ultralife. Another key benefit of the acquisition includes obtaining a highly valuable technical team of battery pack and charger system engineers and technicians to add to our new product development-based revenue growth initiatives in our commercial end-markets particularly asset tracking, smart metering and other industrial applications.
The acquisition of SWE was completed pursuant to a Stock Purchase Agreement dated May 1, 2019 (the “Stock Purchase Agreement”) by and among Ultralife, SWE, Southwest Electronic Energy Medical Research Institute, a Texas non-profit (the “Seller”), and Claude Leonard Benckenstein, an individual (the “Shareholder”). The Stock Purchase Agreement contains customary terms and conditions including representations, warranties and indemnification provisions.
The aggregate purchase price for the acquisition was funded by the Company through a combination of cash on hand and borrowings under the Credit Facilities (see Note 3).
The purchase price allocation was determined in accordance with the accounting treatment of a business combination pursuant to FASB ASC Topic 805, Business Combinations (“ASC 805”). Accordingly, the fair value of the consideration was determined, and the assets acquired and liabilities assumed have been recorded at their fair values at the date of the acquisition. The excess of the purchase price over the estimated fair values has been recorded as goodwill.
The allocation of the purchase price to the assets acquired and liabilities assumed at the date of the acquisition is presented in the table below. Management is responsible for determining the fair value of the tangible and intangible assets acquired and liabilities assumed as of the date of acquisition. Management considered several factors, including reference to an analysis performed under ASC 805 solely for the purpose of allocating the purchase price to the assets acquired and liabilities assumed. The Company’s estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which would not reflect unanticipated events and circumstances that may occur.
Cash
|
|
$
|
942
|
|
Accounts receivable
|
|
|
3,621
|
|
Inventories
|
|
|
4,685
|
|
Other current assets
|
|
|
431
|
|
Property, plant and equipment
|
|
|
9,177
|
|
Goodwill
|
|
|
6,534
|
|
Customer relationships
|
|
|
2,522
|
|
Trade name
|
|
|
1,127
|
|
Accounts payable
|
|
|
(1,060
|
)
|
Other current liabilities
|
|
|
(778
|
)
|
Deferred tax liability, net
|
|
|
(1,011
|
)
|
Net assets acquired
|
|
$
|
26,190
|
|
The goodwill included in the Company’s purchase price allocation presented above represents the value of SWE’s assembled and trained workforce, the incremental value that SWE engineering and technology will bring to the Company and the revenue growth which is expected to occur over time which is attributable to increased market penetration from future new products and customers. The goodwill acquired in connection with the acquisition is not deductible for income tax purposes.
The operating results and cash flows of SWE are reflected in the Company’s consolidated financial statements from the date of acquisition. SWE is included in the Battery & Energy Products segment.
For the year ended December 31, 2020, SWE contributed revenue of $15,587 and net income of $705, inclusive of interest expense of $292 directly related to the financing of the SWE acquisition and amortization expense of $243 on acquired identifiable intangible assets.
For the year ended December 31, 2019, from the May 1, 2019 acquisition date, SWE contributed revenue of $18,746 and net income of $1,238, inclusive of a $264 increase in cost of products sold for the fair value step-up of acquired inventory sold during the period, non-recurring expenses of $165 directly related to the acquisition, interest expense of $453 directly related to the financing of the SWE acquisition, and amortization expense of $161 on acquired identifiable intangible assets.
During the year ended December 31, 2019, the Company incurred non-recurring transaction costs of $322 directly attributable to the acquisition. Non-recurring transaction costs comprised of debt issuance costs of $157 including placement, renewal and legal fees, and other non-recurring transaction costs of $165, including one-time accounting, legal and due diligence services, were expensed during the year.
The following supplemental pro forma information presents the combined results of operations, inclusive of the purchase accounting adjustments and one-time acquisition-related expenses described above, as if the acquisition of SWE had been completed on January 1, 2018, the beginning of the comparable prior period.
The supplemental pro forma results do not exclude the agreed upon departure of the Shareholder from SWE and dissolution of the SWE Board of Directors upon consummation of the acquisition or the realization of synergies or other cost reductions following the completion of the business combination. The supplemental pro forma results are presented for informational purposes only and should not be considered indicative of the financial position or results of operations had the acquisition been completed as of the dates indicated and does not purport to indicate the future combined financial position or results of operation.
Set forth below are the unaudited supplemental pro forma results of the Company and SWE for the years ended December 31, 2020 and 2019 as if the acquisition had occurred as of January 1, 2018.
|
|
Year Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Revenue
|
|
$
|
107,712
|
|
|
$
|
115,590
|
|
Operating income
|
|
|
5,701
|
|
|
|
8,008
|
|
Net Income attributable to Ultralife Corporation
|
|
|
5,232
|
|
|
|
5,526
|
|
Net income per share attributable to Ultralife Corporation:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.33
|
|
|
$
|
0.35
|
|
Diluted
|
|
$
|
0.33
|
|
|
$
|
0.34
|
|
Note 3 – Debt
Credit Facilities
On May 1, 2019, Ultralife, SWE, and CLB, INC., a Texas corporation and wholly owned subsidiary of SWE (“CLB”), as borrowers, entered into the First Amendment Agreement (the “First Amendment Agreement”) with KeyBank National Association (“KeyBank” or the “Bank”), as lender and administrative agent, to amend the Credit and Security Agreement by and among Ultralife and KeyBank dated May 31, 2017 (the “Credit Agreement”, and together with the First Amendment Agreement, the “Amended Credit Agreement”).
The Amended Credit Agreement, among other things, provided for a five-year, $8,000 senior secured term loan (the “Term Loan Facility”) and extended the term of the $30,000 senior secured revolving credit facility (the “Revolving Credit Facility”, and together with the Term Loan Facility, the “Credit Facilities”) through May 31, 2022. Up to six months prior to May 31, 2022, the Revolving Credit Facility may be increased to $50,000 with the Bank’s concurrence.
Upon closing of the SWE acquisition on May 1, 2019, the Company drew down the full amount of the Term Loan Facility and $6,782 under the Revolving Credit Facility. As of December 31, 2020, the Company had $1,474 outstanding principal on the Term Loan Facility, all of which is included in current portion of long-term debt on the balance sheet, and no amounts outstanding on the Revolving Credit Facility. As of December 31, 2020, total unamortized debt issuance costs of $113 associated with the Amended Credit Agreement, including placement, renewal and legal fees, are classified as a reduction of the current portion of long-term debt on the balance sheet. Debt issuance costs are amortized to interest expense over the term of the Credit Facilities.
The Company is required to repay the borrowings under the Term Loan Facility in sixty (60) equal consecutive monthly payments commencing on May 31, 2019, in arrears, together with applicable interest. All unpaid principal and accrued and unpaid interest with respect to the Term Loan Facility is due and payable in full on April 30, 2024. All unpaid principal and accrued and unpaid interest with respect to the Revolving Credit Facility is due and payable in full on May 31, 2022. The Company may voluntarily prepay principal amounts outstanding at any time subject to certain restrictions. The Company made voluntary prepayments of $4,200 during the year ended December 31, 2020.
In addition to the customary affirmative and negative covenants, the Company must maintain a consolidated fixed charge coverage ratio of equal to or greater than 1.15 to 1.0, and a consolidated senior leverage ratio of equal to or less than 2.5 to 1.0, each as defined in the Amended Credit Agreement. The Company was in full compliance with its covenants as of December 31, 2020.
Borrowings under the Credit Facilities are secured by substantially all the assets of the Company. Availability under the Revolving Credit Facility is subject to certain borrowing base limits based on receivables and inventories.
Interest accrues on outstanding indebtedness under the Credit Facilities at the Base Rate or the Overnight LIBOR Rate, as selected by the Company, plus the applicable margin. The Base Rate is the higher of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 50 basis points, and (c) the Overnight LIBOR Rate plus one hundred basis points. The applicable margin ranges from zero to negative 50 basis points for the Base Rate and from 185 to 215 basis points for the Overnight LIBOR Rate and are determined based on the Company’s senior leverage ratio.
The Company must pay a fee of 0.1% to 0.2% based on the average daily unused availability under the Revolving Credit Facility.
Payments must be made by the Company to the extent borrowings exceed the maximum amount then permitted to be drawn on the Credit Facilities and from the proceeds of certain transactions. Upon the occurrence of an event of default, the outstanding obligations may be accelerated, and the Bank will have other customary remedies including resort to the security interest the Company provided to the Bank.
Note 4 – Share Repurchase Program
On October 31, 2018, the Company’s Board of Directors approved a share repurchase program (the “Share Repurchase Program”) which became effective on November 1, 2018 and under which the Company was authorized to repurchase up to 2.5 million shares of its outstanding common stock over a period not to exceed twelve months. The Share Repurchase Program concluded on October 31, 2019.
From the inception of the Share Repurchase Program on November 1, 2018 though its conclusion on October 31, 2019, we repurchased a total of 372,974 shares of our common stock for an aggregate consideration (including fees and commissions) of $2,699. In 2018, we repurchased a total of 105,674 shares of our common stock for an aggregate consideration of $742 (including fees and commissions). In 2019, we repurchased a total of 267,300 shares of our common stock for an aggregate consideration (including fees and commissions) of $1,957.
There were no purchases of our common stock by the Company during the year ended December 31, 2020.
Note 5 - Supplemental Balance Sheet Information
a. Cash and Restricted Cash
The Company had cash and restricted cash totaling $10,653 and $7,405 as of December 31, 2020 and 2019, respectively.
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Cash
|
|
$
|
10,562
|
|
|
$
|
7,135
|
|
Restricted cash
|
|
|
91
|
|
|
|
270
|
|
Total
|
|
$
|
10,653
|
|
|
$
|
7,405
|
|
As of December 31, 2020 and December 31, 2019, restricted cash included $91 and $82, respectively, of euro-denominated deposits withheld by the Dutch tax authorities and third-party VAT representatives in connection with a previously utilized logistics arrangement in the Netherlands. As of December 31, 2019, restricted cash included $188 for a government grant awarded in the People’s Republic of China to fund specified technological research and development initiatives. The grant proceeds are realized as a direct offset to qualifying expenditures as incurred. For the year ended December 31, 2020, grant proceeds of approximately $188 were used to fund qualifying capital expenditures and material and labor costs incurred. Restricted cash is included as a component of the cash balance for purposes of the consolidated statements of cash flows.
b. Inventory, Net
Inventories are stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (FIFO) method. The composition of inventories, net was:
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Raw materials
|
|
$
|
17,277
|
|
|
$
|
18,485
|
|
Work in process
|
|
|
3,411
|
|
|
|
2,548
|
|
Finished products
|
|
|
7,505
|
|
|
|
8,726
|
|
Total
|
|
$
|
28,193
|
|
|
$
|
29,759
|
|
c. Property, Plant and Equipment
Major classes of property, plant and equipment consisted of the following:
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Land
|
|
$
|
1,273
|
|
|
$
|
1,273
|
|
Buildings and leasehold improvements
|
|
|
15,393
|
|
|
|
15,386
|
|
Machinery and equipment
|
|
|
61,048
|
|
|
|
55,058
|
|
Furniture and fixtures
|
|
|
2,235
|
|
|
|
2,194
|
|
Computer hardware and software
|
|
|
6,894
|
|
|
|
6,712
|
|
Construction in progress
|
|
|
1,227
|
|
|
|
4,730
|
|
|
|
|
88,070
|
|
|
|
85,353
|
|
Less – Accumulated depreciation
|
|
|
(65,220
|
)
|
|
|
(62,828
|
)
|
Total
|
|
$
|
22,850
|
|
|
$
|
22,525
|
|
Depreciation expense was $2,340 and $2,220 for the years ended December 31, 2020 and 2019, respectively.
d. Goodwill and Other Intangible Assets
The Company conducted its annual impairment test for goodwill and other indefinite-lived intangible assets as of October 1, 2020. We identified five goodwill reporting units and four indefinite-lived intangible assets. We performed a quantitative impairment assessment of each goodwill reporting unit and indefinite-lived intangible asset. Based on the results of our quantitative impairment tests, and consideration of qualitative factors as of our test date and December 31, 2020, no impairments were identified.
The following table summarizes the goodwill activity by segment for the years ended December 31, 2020 and 2019:
|
|
Battery &
Energy
Products
|
|
|
Communications
Systems
|
|
|
Total
|
|
Balance – January 1, 2019
|
|
$
|
8,616
|
|
|
$
|
11,493
|
|
|
$
|
20,109
|
|
Acquisition of SWE
|
|
|
6,534
|
|
|
|
-
|
|
|
|
6,534
|
|
Effect of foreign currency translation
|
|
|
110
|
|
|
|
-
|
|
|
|
110
|
|
Balance – December 31, 2019
|
|
|
15,260
|
|
|
|
11,493
|
|
|
|
26,753
|
|
Effect of foreign currency translation
|
|
|
265
|
|
|
|
-
|
|
|
|
265
|
|
Balance – December 31, 2020
|
|
$
|
15,525
|
|
|
$
|
11,493
|
|
|
$
|
27,018
|
|
The composition of intangible assets was:
|
|
December 31, 2020,
|
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
Net
|
|
Trademarks
|
|
$
|
3,410
|
|
|
$
|
-
|
|
|
$
|
3,410
|
|
Customer relationships
|
|
|
9,171
|
|
|
|
5,115
|
|
|
|
4,056
|
|
Patents and technology
|
|
|
5,557
|
|
|
|
5,014
|
|
|
|
543
|
|
Distributor relationships
|
|
|
377
|
|
|
|
377
|
|
|
|
0
|
|
Trade name
|
|
|
1,524
|
|
|
|
324
|
|
|
|
1,200
|
|
Total other intangible assets
|
|
$
|
20,039
|
|
|
$
|
10,830
|
|
|
$
|
9,209
|
|
|
|
December 31, 2019,
|
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
Net
|
|
Trademarks
|
|
$
|
3,403
|
|
|
$
|
-
|
|
|
$
|
3,403
|
|
Customer relationships
|
|
|
9,080
|
|
|
|
4,721
|
|
|
|
4,359
|
|
Patents and technology
|
|
|
5,521
|
|
|
|
4,869
|
|
|
|
652
|
|
Distributor relationships
|
|
|
377
|
|
|
|
377
|
|
|
|
-
|
|
Trade name
|
|
|
1,511
|
|
|
|
204
|
|
|
|
1,307
|
|
Total other intangible assets
|
|
$
|
19,892
|
|
|
$
|
10,171
|
|
|
$
|
9,721
|
|
The change in the cost value of other intangible assets is a result of foreign currency translation effects.
Amortization of other intangible assets was included in the following financial statement captions:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Research and development expense
|
|
$
|
124
|
|
|
$
|
130
|
|
Selling, general and administrative expense
|
|
|
471
|
|
|
|
395
|
|
Total
|
|
$
|
595
|
|
|
$
|
525
|
|
Future amortization expense of amortizable intangible assets will be approximately $352, $337, $334, $324 and $324 for the five fiscal years ending December 31, 2021 through 2025, respectively.
Note 6 - Commitments and Contingencies
On December 14, 2020, Ultralife was awarded a final settlement of $1,593 (net of fees) upon court approval and order authorizing distribution of settlement funds in a class action lawsuit (In Re: Lithium-Ion Batteries Antitrust Litigation, 13-MD-02420-YGR, United States District Court, Northern District of California). At the time of the court order, the settlement funds were held in an escrow account controlled by the court for administrative purposes, and there remained no potential for appeal or reversal of the court order. Based on all conditions present upon the court order, it was concluded that the net settlement amount was fully realizable. Accordingly, a gain of $1,593 was recognized and is separately reported as gain on litigation settlement on the consolidated statement of income and comprehensive income for the year ended December 31, 2020. The corresponding amount due is included in prepaid expenses and other current assets as of December 31, 2020.
We are subject to legal proceedings and claims that arise from time to time in the normal course of business. We believe that the final disposition of any such matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, recognizing that legal matters are subject to inherent uncertainties, there exists the possibility that ultimate resolution of these matters could have a material adverse impact on the Company’s financial position, results of operations or cash flows. We are not aware of any such situations at this time.
Our organizational documents provide that our directors or officers will be reimbursed for all expenses, to the fullest extent permitted by law arising out of their performance.
As of December 31, 2020, we have made commitments to purchase approximately $873 of production machinery and equipment.
Our operating facility in China presents risks including, but not limited to, changes in local regulatory requirements, changes in labor laws, local wage laws, environmental regulations, taxes and operating licenses, compliance with U.S. regulatory requirements, including the Foreign Corrupt Practices Act, uncertainties as to application and interpretation of local laws and enforcement of contract and intellectual property rights, currency restrictions, currency exchange controls, fluctuations of currency, and currency revaluations, eminent domain claims, civil unrest, power outages, water shortages, labor shortages, labor disputes, increase in labor costs, rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism, or the threat of boycotts, other civil disturbances and the possible impact of the imposition of tariffs by the U.S. Government on 9 Volt batteries that we manufacture in China as well as any retaliating trade policies or restrictions. Any such disruptions could depress our earnings and have other material adverse effects on our business, financial condition and results of operations.
We have an employment contract with Michael D. Popielec, our President and Chief Executive Officer, which remains in effect until terminated by either party. This agreement provides for a base salary, as adjusted for increases at the discretion of our Board of Directors, and includes incentive bonuses based upon attainment of specified quantitative and qualitative performance goals. This agreement also provides for severance payments in the event of specified events of termination of employment. In addition, this agreement provides for a lump sum payment in the event of termination of employment in connection with a change in control.
As part of our employment commencement process, employees are required to enter into agreements providing for confidentiality of certain information and the assignment of rights to inventions made by them while employed by us. These agreements also contain certain non-competition and non-solicitation provisions effective during the employment term and for varying periods thereafter depending on position and location. There can be no assurance that we will be able to enforce these agreements. All of our employees agree to abide by the terms of a Code of Ethics policy that provides for the confidentiality of certain information received during the course of their employment.
We estimate future warranty costs to be incurred for product failure rates, material usage and service costs in the development of our warranty obligations. Estimated future costs are based on actual past experience and are generally estimated as a percentage of sales over the warranty period. Changes in our product warranty liability during the years ended December 31, 2020 and 2019 were as follows:
|
|
2020
|
|
|
2019
|
|
Balance, January 1
|
|
$
|
195
|
|
|
$
|
95
|
|
Assumed warranty obligations – SWE
|
|
|
-
|
|
|
|
145
|
|
Provision for warranties issued
|
|
|
200
|
|
|
|
114
|
|
Settlements made
|
|
|
(246
|
)
|
|
|
(159
|
)
|
Balance, December 31
|
|
$
|
149
|
|
|
$
|
195
|
|
Note 7 - Shareholders' Equity
We recorded non-cash stock compensation expense in each period as follows:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Stock options
|
|
$
|
838
|
|
|
$
|
623
|
|
Restricted stock
|
|
|
105
|
|
|
|
130
|
|
Total
|
|
$
|
943
|
|
|
$
|
753
|
|
These are more fully discussed as follows:
We have various stock-based employee compensation plans, for which compensation cost is recognized in the financial statements. The cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award).
Our shareholders have approved various equity-based plans that permit the grant of stock options, restricted stock and other equity-based awards. In addition, our shareholders have approved the grant of stock options outside of these plans.
In June 2004, our shareholders adopted the 2004 Long-Term Incentive Plan (“2004 LTIP”) pursuant to which we were authorized to issue up to 750,000 shares of common stock and grant stock options, restricted stock awards, stock appreciation rights and other stock-based awards. Through shareholder approved amendments to the LTIP in 2006, 2008, 2011, and 2013, the total number of shares authorized under the 2004 LTIP was increased to 2,900,000.
In June 2014, our shareholders approved the 2014 Long-Term Incentive Plan (“2014 LTIP”) as the successor plan to the 2004 LTIP that expired on June 10, 2014. Under the 2014 LTIP, a total of 1,750,000 shares of common stock will be available for grant of awards. Of the total number of shares of common stock available for awards under the 2014 LTIP, no more than 800,000 shares of common stock may be used for awards other than stock options and stock appreciation rights. Grants under the 2014 LTIP may be awarded through June 2, 2024.
Stock options granted under the LTIPs are either Incentive Stock Options (“ISOs”) or Non-Qualified Stock Options (“NQSOs”). Key employees are eligible to receive ISOs and NQSOs; however, directors and consultants are eligible to receive only NQSOs. Most ISOs vest over a three-year period and expire on the seventh anniversary of the grant date. As of December 31, 2020, there were 1,143,168 stock options outstanding under the 2014 LTIP and 73,995 stock options outstanding under the 2004 LTIP.
On December 30, 2010, pursuant to the terms of his employment agreement, we granted our President and Chief Executive Officer, Michael D. Popielec, options to purchase shares of common stock under the 2004 LTIP as follows: (i) 50,000 shares at $6.42, vesting in annual increments of 12,500 shares over a four-year period commencing December 30, 2011; (ii) 250,000 shares at $6.42, vesting in annual increments of 62,500 shares over a four-year period commencing December 30, 2011; (iii) 200,000 shares at $10.00, with vesting to begin on the date the stock reaches a closing price of $10.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date; and (iv) 200,000 shares at $15.00, with vesting to begin on the date the stock reaches a closing price of $15.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date. The options set forth in items (ii), (iii) and (iv) were subject to shareholder approval of an amendment to the 2004 LTIP, which approval was obtained on June 7, 2011.
All such options in items (i) and (ii) were due to expire on December 30, 2017. On April 19, 2017, the Company’s Board of Directors extended the expiration date to December 30, 2020. All such options in items (i) and (ii) were exercised on November 23, 2020, such that 37,171 shares of common stock were issued by the Company representing the intrinsic value of the options exercised at an average market value of $7.33 of which 26,929 shares were acquired by Mr. Popielec, net of common stock retained by the Company for minimum statutory tax withholding requirements.
All such options in items (iii) and (iv) were due to expire as of the later of December 30, 2017 and five years after the initial vesting commences, but in no event later than December 30, 2020. On July 25, 2018, the Company’s Board of Directors modified the option in item (iii) such that the option will vest immediately upon the Company’s common stock first reaching a closing price $10.00 for 15 trading days in a 30 trading-day period. The option became fully vested during the third quarter of 2018. All such options in items (iii) and (iv) expired December 30, 2020.
As of December 31, 2020, there was $566 of total unrecognized compensation costs related to outstanding stock options, which we expect to recognize over a weighted average period of 1.1 years.
We use the Black-Scholes option-pricing model to estimate fair value of stock-based awards. The following weighted average assumptions were used to value options granted during the years ended December 31, 2020 and 2019:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Risk-free interest rate
|
|
|
0.4
|
%
|
|
|
1.8
|
%
|
Volatility factor
|
|
|
49
|
%
|
|
|
48
|
%
|
Weighted average expected life (years)
|
|
|
5.3
|
|
|
|
5.3
|
|
Forfeiture rate
|
|
|
10.0
|
%
|
|
|
10.0
|
%
|
Dividends
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
We used a Monte Carlo simulation option-pricing model to estimate the fair value of market performance stock-based awards, of which there were no new awards for the years ended December 31, 2020 and 2019.
We calculate expected volatility for stock options by taking an average of historical volatility over the expected term. The computation of expected term was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield in effect at the time of grant. Forfeiture rates are calculated by dividing unvested shares forfeited by beginning shares outstanding. The pre-vesting forfeiture rate is calculated yearly and is determined using a historical twelve-quarter rolling average of the forfeiture rates.
The following tables summarize data for the stock options issued by us:
Year ended December 31, 2020
|
|
|
|
Number
of shares
|
|
|
Weighted
average
exercise
price
per share
|
|
|
Weighted
average
remaining
contractual
term
|
|
|
Aggregate
intrinsic
value
|
|
Shares under option – January 1
|
|
|
1,541,792
|
|
|
$
|
6.88
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
256,000
|
|
|
|
6.51
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(355,797
|
)
|
|
|
6.08
|
|
|
|
|
|
|
|
|
|
Options forfeited or expired
|
|
|
(224,332
|
)
|
|
|
9.76
|
|
|
|
|
|
|
|
|
|
Shares under option – December 31
|
|
|
1,217,163
|
|
|
$
|
6.50
|
|
|
|
3.97
|
|
|
$
|
1,034
|
|
Vested and expected to vest - December 31
|
|
|
1,115,705
|
|
|
$
|
6.39
|
|
|
|
3.81
|
|
|
$
|
1,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable – December 31
|
|
|
738,452
|
|
|
$
|
5.82
|
|
|
|
2.79
|
|
|
$
|
1,034
|
|
Year ended December 31, 2019
|
|
|
|
Number
of shares
|
|
|
Weighted
average
exercise
price
per share
|
|
Shares under option – January 1
|
|
|
1,576,087
|
|
|
$
|
6.58
|
|
Options granted
|
|
|
282,500
|
|
|
|
8.27
|
|
Options exercised
|
|
|
(208,881
|
)
|
|
|
4.45
|
|
Options forfeited or expired
|
|
|
(107,914
|
)
|
|
|
10.93
|
|
Shares under option – December 31
|
|
|
1,541,792
|
|
|
$
|
6.88
|
|
|
|
|
|
|
|
|
|
|
Options exercisable – December 31
|
|
|
1,083,581
|
|
|
$
|
6.28
|
|
The following table represents additional information about stock options outstanding at December 31, 2020:
|
|
|
|
Option outstanding
|
|
|
Options exercisable
|
|
Range of
exercise prices
|
|
Number of
outstanding
options
|
|
|
Weighted-
average
remaining
contractual
life
|
|
|
Weighted-
average
exercise
price
|
|
|
Number of
options
exercisable
|
|
|
Weighted-
average
exercise
price
|
|
$3.71
|
-
|
$3.94
|
|
|
204,244
|
|
|
|
0.81
|
|
|
$
|
3.80
|
|
|
|
204,244
|
|
|
$
|
3.80
|
|
$4.29
|
-
|
$5.71
|
|
|
317,667
|
|
|
|
2.78
|
|
|
|
4.93
|
|
|
|
317,667
|
|
|
|
4.93
|
|
$6.24
|
-
|
$7.16
|
|
|
267,333
|
|
|
|
6.13
|
|
|
|
6.54
|
|
|
|
13,667
|
|
|
|
6.87
|
|
$8.25
|
-
|
$9.96
|
|
|
427,919
|
|
|
|
5.01
|
|
|
|
8.92
|
|
|
|
202,874
|
|
|
|
9.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3.71
|
-
|
$9.96
|
|
|
1,217,163
|
|
|
|
3.97
|
|
|
$
|
6.50
|
|
|
|
738,452
|
|
|
$
|
5.82
|
|
The weighted average fair value of options granted during the years ended December 31, 2020 and 2019 was $2.78 and $3.77, respectively. The total intrinsic value of options (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) exercised during the years ended December 31, 2020 and 2019 was $427 and $931, respectively.
Cash received from stock option exercises under our stock-based compensation plans for the years ended December 31, 2020 and 2019 was $238 and $930, respectively.
In October 2020, 5,000 shares of restricted stock were awarded to an employee at a weighted-average grant date fair value of $6.08 per share. In April 2019, 20,000 shares of restricted stock were awarded to certain of our employees at a weighted-average grant date fair value of $11.12 per share. In January 2018, 17,500 shares of restricted stock were awarded to certain of our employees at a weighted-average grant date fair value of $7.16 per share. All outstanding restricted shares vest in equal annual installments over three years. As of December 31, 2020, there was $70 of total unrecognized compensation costs related to outstanding restricted shares, which we expect to recognize over a weighted average period of 1.9 years
There were 249,604 shares of common stock available for future issuance under equity compensation plans as of December 31, 2020.
Note 8 - Income Taxes
For the years ended December 31, 2020 and 2019, we recognized income tax expense of $1,692 and $1,457, respectively.
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Current:
|
|
|
|
|
|
|
|
|
State
|
|
$
|
23
|
|
|
$
|
43
|
|
Foreign
|
|
|
283
|
|
|
|
203
|
|
|
|
|
306
|
|
|
|
246
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
1,673
|
|
|
|
1,236
|
|
Foreign
|
|
|
(287
|
)
|
|
|
(25
|
)
|
|
|
|
1,386
|
|
|
|
1,211
|
|
Total income tax provision
|
|
$
|
1,692
|
|
|
$
|
1,457
|
|
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows:
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
12,481
|
|
|
|
14,579
|
|
Tax credit carryforwards
|
|
|
2,070
|
|
|
|
1,907
|
|
Intangible assets
|
|
|
1,352
|
|
|
|
1,283
|
|
Accrued expenses, reserves and other
|
|
|
2,176
|
|
|
|
2,265
|
|
Research and development
|
|
|
984
|
|
|
|
-
|
|
Total deferred tax assets
|
|
|
19,063
|
|
|
|
20,034
|
|
Valuation allowance for deferred tax assets
|
|
|
(1,942
|
)
|
|
|
(1,942
|
)
|
Net deferred tax assets
|
|
|
17,121
|
|
|
|
18,092
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
(262
|
)
|
|
|
(342
|
)
|
Intangible assets
|
|
|
(5,538
|
)
|
|
|
(5,087
|
)
|
Total deferred tax liabilities
|
|
|
(5,800
|
)
|
|
|
(5,429
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
11,321
|
|
|
$
|
12,663
|
|
Net deferred tax assets (liabilities) are comprised of the following balance sheet amounts:
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
$
|
11,836
|
|
|
$
|
13,222
|
|
Deferred tax liabilities
|
|
|
(515
|
)
|
|
|
(559
|
)
|
|
|
$
|
11,321
|
|
|
$
|
12,663
|
|
For financial reporting purposes, income from continuing operations before income taxes is as follows:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
United States
|
|
$
|
6,586
|
|
|
$
|
5,992
|
|
Foreign
|
|
|
437
|
|
|
|
779
|
|
|
|
$
|
7,023
|
|
|
$
|
6,771
|
|
The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to income from continuing operations before income taxes as follows:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Statutory income tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
Increase (decrease) in tax provision resulting from:
|
|
|
|
|
|
|
|
|
Equity compensation
|
|
|
4.5
|
|
|
|
(0.4
|
)
|
Income tax credits
|
|
|
(2.3
|
)
|
|
|
(0.4
|
)
|
Foreign tax rates
|
|
|
0.1
|
|
|
|
(0.5
|
)
|
Other
|
|
|
0.8
|
|
|
|
1.8
|
|
Effective income tax rate
|
|
|
24.1
|
%
|
|
|
21.5
|
%
|
As of December 31, 2020, it was concluded that it is more likely than not that our U.S. deferred tax assets will be fully realized on the basis of management’s assessment. In evaluating the realizability of our U.S. deferred tax assets, management considered all available evidence and concluded that positive factors, including our sustained profitability and continued improvement in our ability to achieve internal earnings forecasts, outweighed all negative factors, including our history of operating losses (prior to 2015) and historical operating volatility. Our assessment also considered our ability to fully utilize before expiration our domestic net operating loss carryforwards, which expire 2021 thru 2035, and our general business tax credit carryforwards, which expire 2028 thru 2039. As of December 31, 2020, our domestic net operating loss carryforwards and general business tax credits were $47,755 and $2,070, respectively.
As of December 31, 2020, for certain past operations in the U.K., we continue to report a valuation allowance for net operating loss carryforwards of approximately $11,000, nearly all of which can be carried forward indefinitely. Management has concluded that utilization of the U.K. net operating losses may be limited due to the change in the past U.K. operation, and that they cannot currently be used to reduce taxable income of our other U.K. subsidiary, Accutronics Ltd. There are no other deferred tax assets related to the past U.K. operations.
As of December 31, 2020, we have not recognized a valuation allowance against our other foreign deferred tax assets.
There were no unrecognized tax benefits related to uncertain tax positions at December 31, 2020 and 2019.
As of December 31, 2020, the Company maintains its assertion that all foreign earnings will be indefinitely reinvested in those operations, other than earnings generated in the U.K.
As a result of our operations, we file income tax returns in various jurisdictions including U.S. federal, U.S. state and foreign jurisdictions. We are routinely subject to examination by taxing authorities in these various jurisdictions. In August 2020, the Internal Revenue Service (“IRS”) completed its examination of the Company’s federal tax returns for 2016-2018 with no material adjustments identified. Our U.S. tax matters for 2019 remain subject to IRS examination. Our U.S. tax matters for 2001, 2002, 2005-2007 and 2011-2015 also remain subject to IRS examination due to the remaining availability of net operating loss carryforwards generated in those years. Our U.S. tax matters for 2001, 2002, 2005-2007 and 2011-2019 remain subject to examination by various state and local tax jurisdictions. Our tax matters for the years 2010 through 2019 remain subject to examination by the respective foreign tax jurisdiction authorities.
Note 9 – Operating Leases
The Company has operating leases predominantly for operating facilities. As of December 31, 2020, the remaining lease terms on our operating leases range from approximately one year to less than four years. Renewal options not yet exercised and termination options are not reasonably certain of exercise by the Company. There is no transfer of title or option to purchase the leased assets upon expiration. There are no residual value guarantees or material restrictive covenants.
The components of lease expense for the current and prior-year comparative periods were as follows:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Operating lease cost
|
|
$
|
703
|
|
|
$
|
628
|
|
Variable lease cost
|
|
|
75
|
|
|
|
84
|
|
Total lease cost
|
|
$
|
778
|
|
|
$
|
712
|
|
Supplemental cash flow information related to leases was as follows:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
|
|
|
Operating cash flows from operating leases
|
|
$
|
688
|
|
|
$
|
611
|
|
Right-of-use assets obtained in exchange for lease liabilities:
|
|
$
|
875
|
|
|
$
|
1,586
|
|
Supplemental balance sheet information related to leases was as follows:
|
|
|
December 31,
|
|
|
Balance Sheet Classification
|
|
2020
|
|
|
2019
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Operating lease right-of-use asset
|
Other noncurrent assets
|
|
$
|
2,189
|
|
|
$
|
1,866
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Current operating lease liability
|
Accrued expenses and other current liabilities
|
|
$
|
680
|
|
|
$
|
620
|
|
Operating lease liability, net of current portion
|
Other noncurrent liabilities
|
|
|
1,524
|
|
|
|
1,247
|
|
Total operating lease liability
|
|
$
|
2,204
|
|
|
$
|
1,867
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining lease term (years)
|
|
|
3.3
|
|
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average discount rate
|
|
|
4.5
|
%
|
|
|
4.5
|
%
|
Future minimum lease payments as of December 31, 2020 are as follows:
Maturity of Operating Lease Liabilities
|
|
|
|
|
2021
|
|
$
|
724
|
|
2022
|
|
|
693
|
|
2023
|
|
|
713
|
|
2024
|
|
|
275
|
|
Thereafter
|
|
|
-
|
|
Total lease payments
|
|
$
|
2,405
|
|
Less: Imputed interest
|
|
|
(201
|
)
|
Present value of remaining lease payments
|
|
$
|
2,204
|
|
Note 10 - 401(k) Retirement Benefit Plan
We maintain a defined contribution 401(k) plan covering substantially all employees. Employees can contribute a portion of their salary or wages as prescribed under Section 401(k) of the Internal Revenue Code and, subject to certain limitations, we may, at the discretion of our Board of Directors, authorize an employer contribution based on a portion of the employees' contributions. For the years ended December 31, 2020 and 2019, the Company matched 50% on the first 6% contributed by an employee, or a maximum of 3% of the employee’s income. For 2020 and 2019, we contributed $338 and $319, respectively, to the 401(k) plan.
Note 11 - Business Segment Information
We report our results in two operating segments: Battery & Energy Products and Communications Systems. The Battery & Energy Products segment includes: Lithium 9-volt, cylindrical and various other non-rechargeable batteries, in addition to rechargeable batteries, uninterruptable power supplies, charging systems and accessories. The Communications Systems segment includes: RF amplifiers, power supplies, cable and connector assemblies, amplified speakers, equipment mounts, case equipment, man-portable systems, integrated communication systems for fixed or vehicle applications and communications and electronics systems design. We believe that reporting performance at the gross profit level is the best indicator of segment performance.
2020:
|
|
Battery & Energy Products
|
|
|
Communications Systems
|
|
|
Corporate
|
|
|
Total
|
|
Revenue
|
|
$
|
91,907
|
|
|
$
|
15,805
|
|
|
$
|
-
|
|
|
$
|
107,712
|
|
Segment contribution
|
|
|
23,400
|
|
|
|
5,759
|
|
|
|
(23,458
|
)
|
|
|
5,701
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
(1,322
|
)
|
|
|
(1,322
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
1,692
|
|
|
|
1,692
|
|
Non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
99
|
|
|
|
99
|
|
Net income attributable to Ultralife
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
85,112
|
|
|
$
|
26,425
|
|
|
$
|
26,164
|
|
|
$
|
137,701
|
|
Capital expenditures
|
|
$
|
3,031
|
|
|
$
|
-
|
|
|
$
|
70
|
|
|
$
|
3,101
|
|
Goodwill
|
|
$
|
15,525
|
|
|
$
|
11,493
|
|
|
|
-
|
|
|
$
|
27,018
|
|
Depreciation and amortization of intangible assets
|
|
$
|
2,269
|
|
|
$
|
342
|
|
|
$
|
324
|
|
|
$
|
2,935
|
|
Stock-based compensation
|
|
$
|
446
|
|
|
$
|
155
|
|
|
$
|
342
|
|
|
$
|
943
|
|
2019:
|
|
Battery &
Energy
Products
|
|
|
Communications
Systems
|
|
|
Corporate
|
|
|
Total
|
|
Revenue
|
|
$
|
83,996
|
|
|
$
|
22,799
|
|
|
$
|
-
|
|
|
$
|
106,795
|
|
Segment contribution
|
|
|
22,813
|
|
|
|
8,352
|
|
|
|
(23,797
|
)
|
|
|
7,368
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
597
|
|
|
|
597
|
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
1,457
|
|
|
|
1,457
|
|
Non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
109
|
|
|
|
109
|
|
Net income attributable to Ultralife
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
79,413
|
|
|
$
|
40,458
|
|
|
$
|
24,686
|
|
|
$
|
144,557
|
|
Capital expenditures
|
|
$
|
5,805
|
|
|
$
|
44
|
|
|
$
|
432
|
|
|
$
|
6,281
|
|
Goodwill
|
|
$
|
15,260
|
|
|
$
|
11,493
|
|
|
|
-
|
|
|
$
|
26,753
|
|
Depreciation and amortization of intangible assets
|
|
$
|
2,104
|
|
|
$
|
364
|
|
|
$
|
277
|
|
|
$
|
2,745
|
|
Stock-based compensation
|
|
$
|
355
|
|
|
$
|
119
|
|
|
$
|
279
|
|
|
$
|
753
|
|
Long-lived assets (comprised of property, plant and equipment; goodwill; and other intangible assets) held outside the U.S., principally in the United Kingdom and China, were $12,456 and $12,414 as of December 31, 2020 and 2019, respectively.
The following tables disaggregate our business segment revenues by major source and geography.
Commercial and Government/Defense Revenue Information:
Year ended December 31, 2020:
|
|
Total
Revenue
|
|
|
Commercial
|
|
|
Government/
Defense
|
|
Battery & Energy Products
|
|
$
|
91,907
|
|
|
$
|
62,330
|
|
|
$
|
29,577
|
|
Communications Systems
|
|
|
15,805
|
|
|
|
-
|
|
|
|
15,805
|
|
Total
|
|
$
|
107,712
|
|
|
$
|
62,330
|
|
|
$
|
45,382
|
|
|
|
|
|
|
|
|
58
|
%
|
|
|
42
|
%
|
Year ended December 31, 2019:
|
|
Total
Revenue
|
|
|
Commercial
|
|
|
Government/
Defense
|
|
Battery & Energy Products
|
|
$
|
83,996
|
|
|
$
|
59,682
|
|
|
$
|
24,314
|
|
Communications Systems
|
|
|
22,799
|
|
|
|
-
|
|
|
|
22,799
|
|
Total
|
|
$
|
106,795
|
|
|
$
|
59,682
|
|
|
$
|
47,113
|
|
|
|
|
|
|
|
|
56
|
%
|
|
|
44
|
%
|
U.S. and Non-U.S. Revenue Information1:
Year ended December 31, 2020:
|
|
Total
Revenue
|
|
|
United
States
|
|
|
Non-United
States
|
|
Battery & Energy Products
|
|
$
|
91,907
|
|
|
$
|
49,930
|
|
|
$
|
41,977
|
|
Communications Systems
|
|
|
15,805
|
|
|
|
12,325
|
|
|
|
3,480
|
|
Total
|
|
$
|
107,712
|
|
|
$
|
62,255
|
|
|
$
|
45,457
|
|
|
|
|
|
|
|
|
58
|
%
|
|
|
42
|
%
|
Year ended December 31, 2019:
|
|
Total
Revenue
|
|
|
United
States
|
|
|
Non-United
States
|
|
Battery & Energy Products
|
|
$
|
83,996
|
|
|
$
|
42,224
|
|
|
$
|
41,772
|
|
Communications Systems
|
|
|
22,799
|
|
|
|
21,151
|
|
|
|
1,648
|
|
Total
|
|
$
|
106,795
|
|
|
$
|
63,375
|
|
|
$
|
43,420
|
|
|
|
|
|
|
|
|
59
|
%
|
|
|
41
|
%
|
1 Sales classified to U.S. include shipments to U.S.-based prime contractors which in some cases may serve non-U.S. projects.
Note 12 – Impact of COVID-19
The COVID-19 pandemic has created significant economic disruption and uncertainty around the world. The Company continues to closely monitor the developments surrounding COVID-19 and take actions to mitigate the business risks involved. During this challenging time, we remain focused on ensuring the health and safety of our employees by implementing the protocols established by public health officials in addition to meeting the demand of our customers. As an essential supplier currently exempt from government-mandated shutdown directives, we are striving to ensure an uninterrupted flow of our mission critical products serving medical device, first responder, public safety, energy and national security customers. For 2020, we have maintained normal operations at all our facilities with the exception of an approximately one-month closure of our China facility as was mandated by the Chinese government through early March 2020.
COVID-19 adversely impacted our operating results during 2020 primarily as a result of overall disruptions in supply chains impacting both commercial and government/defense markets, revenue declines in oil and gas and international industrial markets, and the approximately one-month closure of our China facility. This negative impact was partially offset by increased demand for our medical batteries, especially those used in ventilators, respirators and infusion pumps.
The extent to which COVID-19 may further impact our business is uncertain and will depend on many evolving factors which we continue to monitor but cannot predict, including the duration and scope of the pandemic and actions taken by governments, businesses and individuals in response to the pandemic. Potential effects of COVID-19 that may adversely impact our future business include limited availability and/or increased cost of raw materials and components used in our products, reduced demand and/or pricing for our products, inability of our customers to pay for our products or remain solvent, and reduced availability of our workforce. Prolonged adverse effects of COVID-19 on our business could result in the impairment of long-lived assets including goodwill and other intangible assets. Further, we cannot predict all possible adverse effects the COVID-19 pandemic. While we continue to closely monitor the developments surrounding COVID-19 and take actions when possible to mitigate the business risks involved, the potential effects of COVID-19 on our business, alone or taken together, may pose a material risk to our future operating results and financial condition.