Exhibit 99.4
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On October 31, 2024, Ultralife Corporation, a Delaware corporation (“Ultralife” or the “Company”), completed the acquisition of all the issued and outstanding shares of Electrochem Solutions, Inc., a Massachusetts corporation (“Electrochem”) for $48.0 million in cash (the “Acquisition”).
The unaudited pro forma combined statements of comprehensive income for the nine-month period ended September 30, 2024 and year ended December 31, 2023 give effect to the Acquisition as if it had occurred on January 1, 2023. The unaudited pro forma combined balance sheet as of September 30, 2024 gives effect to the Acquisition as if it had occurred on September 30, 2024.
The unaudited pro forma combined financial information has been adjusted to give effect to pro forma events that are factually supportable, directly attributable to the Acquisition, and expected to have a continuing impact on the combined results. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read together with the pro forma combined financial information.
The unaudited pro forma combined financial information was derived from and should be read in conjunction with the Company’s unaudited consolidated financial statements contained in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the audited combined financial statements of Electrochem for the year ended December 31, 2023 as filed hereto as Exhibit 99.2, and the unaudited combined financial statements of Electrochem as of September 27, 2024 and for the nine-month fiscal period then ended as filed hereto as Exhibit 99.3.
The unaudited pro forma combined financial information is for informational purposes only and should not be considered indicative of the 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 operations.
Unaudited Pro Forma Combined Balance Sheet
As of September 30, 2024
(Dollars In Thousands)
|
Ultralife Corporation and Subsidiaries Historical |
Electrochem Historical |
Transaction Accounting Adjustments |
Notes |
Pro Forma Combined |
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|
Current assets: |
|||||||||||||||||||
|
Cash |
$ | 6,774 | $ | - | $ | 1,289 |
a |
$ | 8,063 | ||||||||||
|
Trade accounts receivable, net |
27,754 | 7,488 | (2,717 | ) |
b |
32,525 | |||||||||||||
|
Inventories, net |
43,994 | 9,050 | 468 |
b, c |
53,512 | ||||||||||||||
|
Prepaid expenses and other current assets |
7,908 | 249 | 84 |
b |
8,241 | ||||||||||||||
|
Total current assets |
86,430 | 16,787 | (876 | ) | 102,341 | ||||||||||||||
|
Property, plant and equipment, net |
20,245 | 15,040 | 5,067 |
d |
40,352 | ||||||||||||||
|
Goodwill |
37,792 | 17,000 | (9,819 | ) |
e |
44,973 | |||||||||||||
|
Other intangible assets, net |
14,487 | 3,285 | 7,215 |
f |
24,987 | ||||||||||||||
|
Deferred income taxes, net |
9,125 | - | - | 9,125 | |||||||||||||||
|
Other noncurrent assets |
4,361 | 404 | (22 | ) |
b |
4,743 | |||||||||||||
|
Total assets |
$ | 172,440 | $ | 52,516 | $ | 1,565 | $ | 226,521 | |||||||||||
|
Current liabilities: |
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|
Accounts payable |
$ | 12,681 | $ | 1,362 | $ | 475 |
b |
$ | 14,518 | ||||||||||
|
Current portion of long-term debt |
2,000 | - | 917 |
g |
2,917 | ||||||||||||||
|
Accrued compensation and related benefits |
2,631 | 653 | 579 |
b |
3,863 | ||||||||||||||
|
Accrued expenses and other current liabilities |
8,892 | 501 | (50 | ) |
b |
9,343 | |||||||||||||
|
Total current liabilities |
26,204 | 2,516 | 1,921 | 30,641 | |||||||||||||||
|
Long-term debt |
5,888 | - | 48,421 |
g |
54,309 | ||||||||||||||
|
Deferred income taxes, net |
1,626 | 1,043 | (178 | ) |
h |
2,491 | |||||||||||||
|
Other noncurrent liabilities |
4,093 | 221 | 137 |
b |
4,451 | ||||||||||||||
|
Total liabilities |
37,811 | 3,780 | 50,301 | 91,892 | |||||||||||||||
|
Total stockholders' equity |
134,629 | 48,736 | (48,736 | ) |
i |
134,629 | |||||||||||||
|
Total liabilities and stockholders' equity |
$ | 172,440 | $ | 52,516 | $ | 1,565 | $ | 226,521 | |||||||||||
See accompanying notes to the Unaudited Pro Forma Combined Financial Information.
Unaudited Pro Forma Combined Statement of Comprehensive Income
Nine-Month Period Ended September 30, 2024
(Dollars In Thousands, Except Per Share Amounts)
|
Ultralife Corporation and Subsidiaries Historical |
Electrochem Historical |
Transaction Accounting Adjustments |
Notes |
Pro Forma Combined |
|||||||||||||
|
Revenues |
$ | 120,604 | $ | 25,182 | $ | - | $ | 145,786 | |||||||||
|
Cost of products sold |
88,889 | 20,876 | (203 | ) |
d, f |
109,562 | |||||||||||
|
Gross profit |
31,715 | 4,306 | 203 | 36,224 | |||||||||||||
|
Operating expenses: |
|||||||||||||||||
|
Selling, general and administrative |
17,370 | 3,505 | 270 |
f |
21,145 | ||||||||||||
|
Research and development |
5,854 | 1,382 | 15 |
f |
7,251 | ||||||||||||
|
Total operating expenses |
23,224 | 4,887 | 285 | 28,396 | |||||||||||||
|
Operating income (loss) |
8,491 | (581 | ) | (82 | ) | 7,828 | |||||||||||
|
Other expense (income): |
|||||||||||||||||
|
Interest expense |
1,111 | 4 | 1,806 |
j |
2,921 | ||||||||||||
|
Miscellaneous income |
(426 | ) | - | - | (426 | ) | |||||||||||
|
Total other expense, net |
685 | 4 | 1,806 | 2,495 | |||||||||||||
|
Income (loss) before income taxes |
7,806 | (585 | ) | (1,888 | ) | 5,333 | |||||||||||
|
Income tax provision (benefit) |
1,630 | (322 | ) | (463 | ) |
k |
845 | ||||||||||
|
Net income (loss) |
6,176 | (263 | ) | (1,425 | ) | 4,488 | |||||||||||
|
Net income attributable to non-controlling interest |
58 | - | - | 58 | |||||||||||||
|
Net income (loss) attrributable to Ultralife Corporation |
6,118 | (263 | ) | (1,425 | ) | 4,430 | |||||||||||
|
Other comprehensive income |
576 | - | - | 576 | |||||||||||||
|
Comprehensive income (loss) attributable to Ultralife Corporation |
$ | 6,694 | $ | (263 | ) | $ | (1,425 | ) | $ | 5,006 | |||||||
|
Net income per share attributable to Ultralife Corporation common stockholders - Basic |
$ | 0.37 | $ | 0.27 | |||||||||||||
|
Net income per share attributable to Ultralife Corporation common stockholders - Diluted |
$ | 0.37 | $ | 0.26 | |||||||||||||
|
Weighted average shares outstanding - Basic |
16,530 | 16,530 | |||||||||||||||
|
Weighted average shares outstanding - Diluted |
16,742 | 16,742 | |||||||||||||||
See accompanying notes to the Unaudited Pro Forma Combined Financial Information.
Unaudited Pro Forma Combined Statement of Comprehensive Income
Year Ended December 31, 2023
(Dollars In Thousands, Except Per Share Amounts)
|
Ultralife Corporation and Subsidiaries Historical |
Electrochem Historical |
Transaction Accounting Adjustments |
Notes |
Pro Forma Combined |
|||||||||||||||
|
Revenues |
$ | 158,644 | $ | 42,903 | $ | - | $ | 201,547 | |||||||||||
|
Cost of products sold |
119,444 | 35,246 | (228 | ) |
d, f |
154,462 | |||||||||||||
|
Gross profit |
39,200 | 7,657 | 228 | 47,085 | |||||||||||||||
|
Operating expenses: |
|||||||||||||||||||
|
Selling, general and administrative |
22,194 | 4,242 | 693 |
f |
27,129 | ||||||||||||||
|
Research and development |
7,531 | 1,804 | 20 |
f |
9,355 | ||||||||||||||
|
Total operating expenses |
29,725 | 6,046 | 713 | 36,484 | |||||||||||||||
|
Operating income |
9,475 | 1,611 | (485 | ) | 10,601 | ||||||||||||||
|
Other expense (income): |
|||||||||||||||||||
|
Interest expense |
2,016 | 1 | 2,104 |
j |
4,121 | ||||||||||||||
|
Miscellaneous income |
(1,658 | ) | - | - | (1,658 | ) | |||||||||||||
|
Total other expense, net |
358 | 1 | 2,104 | 2,463 | |||||||||||||||
|
Income (loss) before income taxes |
9,117 | 1,610 | (2,589 | ) | 8,138 | ||||||||||||||
|
Income tax provision (benefit) |
1,951 | 234 | (560 | ) |
k |
1,625 | |||||||||||||
|
Net income |
7,166 | 1,376 | (2,029 | ) | 6,513 | ||||||||||||||
|
Net loss attributable to non-controlling interest |
(31 | ) | - | - | (31 | ) | |||||||||||||
|
Net income (loss) attrributable to Ultralife Corporation |
7,197 | 1,376 | (2,029 | ) | 6,544 | ||||||||||||||
|
Other comprehensive income |
90 | - | - | 90 | |||||||||||||||
|
Comprehensive income (loss) attributable to Ultralife Corporation |
$ | 7,287 | $ | 1,376 | $ | (2,029 | ) | $ | 6,634 | ||||||||||
|
Net income per share attributable to Ultralife Corporation common stockholders - Basic |
$ | 0.44 | $ | 0.40 | |||||||||||||||
|
Net income per share attributable to Ultralife Corporation common stockholders - Diluted |
$ | 0.44 | $ | 0.40 | |||||||||||||||
|
Weighted average shares outstanding - Basic |
16,214 | 16,214 | |||||||||||||||||
|
Weighted average shares outstanding - Diluted |
16,226 | 16,226 | |||||||||||||||||
See accompanying notes to the Unaudited Pro Forma Combined Financial Information.
Notes to the Unaudited Pro Forma Combined Financial Information
(Dollars in Thousands)
Note 1 – Basis of Presentation
The historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to the pro forma events that are factually supportable, directly attributable to the Acquisition, and expected to have a continuing impact on the combined results following the business combination.
The business combination was accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations. As an acquirer for accounting purposes, the Company has estimated the fair value of the assets acquired and liabilities assumed and ensured that the accounting policies of Electrochem were consistent with that of the Company.
The pro forma combined financial information does not necessarily reflect what the combined company’s results of operations would have been had the acquisition occurred as of the date indicated. They also may not be useful in predicting the future results of operations of the combined company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
No adjustments have been made to the pro forma combined financial information to reflect potential synergies or cost savings that may result from the business combination.
Note 2 – Funding Transaction
The Company completed the Acquisition for $47,969 in cash, inclusive of a post-closing working capital adjustment of $1,003. The purchase price was funded by the Company through borrowings under the New Credit Agreement as defined in Item 1.01 of the Original Form 8-K.
Note 3 – Preliminary Purchase Price Allocation
The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed. The following table summarizes the preliminary allocation of the purchase price as of the date of the Acquisition.
|
Accounts receivable |
$ | 4,771 | ||
|
Inventories |
9,518 | |||
|
Prepaid expenses and other current assets |
253 | |||
|
Property, plant and equipment |
20,107 | |||
|
Goodwill |
7,181 | |||
|
Other intangible assets |
10,500 | |||
|
Other noncurrent assets |
382 | |||
|
Accounts payable |
(1,837 | ) | ||
|
Accrued compensation and related benefits |
(1,232 | ) | ||
|
Accrued expenses and other current liabilities |
(451 | ) | ||
|
Deferred tax liability, net |
(865 | ) | ||
|
Other noncurrent liabilities |
(358 | ) | ||
|
Net assets acquired |
$ | 47,969 |
The preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma combined statement of comprehensive income. The final purchase price allocation is subject to change as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include changes in the valuation of assets acquired and liabilities assumed, including but not limited to intangible assets, inventories, fixed assets, deferred taxes and residual goodwill.
Note 4 – Pro Forma Adjustments
The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma combined financial information:
|
(a) |
Primarily reflects a post-closing working capital deficiency adjustment of $1,003. |
|
(b) |
Reflects changes as of the acquisition date based on the preliminary purchase price allocation as shown in Note 3. |
|
(c) |
Reflects a $445 step-up adjustment to recognize acquired finished goods and work in process inventory at estimated fair value as of the acquisition date, determined based on the estimated selling price of the inventory less the remaining manufacturing and selling effort and a normal profit margin on those manufacturing and selling efforts. The step-up in inventory will increase cost of products sold by $445 over approximately four (4) months from the date of acquisition as the inventory is sold. The increase is not reflected in the pro forma combined statement of comprehensive income because it does not have a continuing impact. |
|
(d) |
Reflects a $5,628 step-up adjustment of the acquired property, plant and equipment to estimated fair value as of the date of acquisition. Estimated useful lives of the acquired assets range from two (2) to forty (40) years. |
|
(e) |
Represents goodwill resulting from the Acquisition based on the preliminary valuation of the assets acquired and liabilities assumed as of the acquisition date, less the elimination of the $17,000 historical goodwill balance. |
|
(f) |
Reflects the preliminary valuation of identifiable intangible assets acquired, less the elimination of the $3,285 historical other intangible assets net carrying value. The estimated fair value of identifiable intangible assets acquired was determined using the income approach which requires a forecast of all expected future cash flows and the use of certain assumptions and estimates. The following table summarizes the estimated fair value and annual amortization for each of the identifiable intangible assets. |
| Annual Amortization | ||||||||||||||||||||||||||||
|
Estimated Fair Value |
Amortization Period (Years) |
Year |
Year |
Year |
Year |
Year |
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|
Trade name |
$ | 5,300 | 15 | $ | 353 | $ | 353 | $ | 353 | $ | 353 | $ | 353 | |||||||||||||||
|
Customer relationships |
5,100 | 15 | 340 | 340 | 340 | 340 | 340 | |||||||||||||||||||||
|
Patents |
100 | 5 | 20 | 20 | 20 | 20 | 20 | |||||||||||||||||||||
|
Total |
$ | 10,500 | $ | 713 | $ | 713 | $ | 713 | $ | 713 | $ | 713 | ||||||||||||||||
|
(g) |
Represents term loan borrowings of $55,000 under the New Credit Agreement used to finance the Acquisition, net final settlement of the $4,500 outstanding term loan balance under the Original Credit Agreement upon Acquisition. Unamortized financing costs of $1,196 representing fees paid to the lenders and certain fees paid to third parties, including legal and accounting, associated with the execution of the New Credit Agreement, are reflected as an offset against long-term debt and will be amortized over the five-year term of the New Credit Agreement. |
|
(h) |
Reflects net deferred tax liabilities assumed, primarily comprised of deferred taxes associated with identifiable intangible assets acquired and the fair market value step-up of acquired property, plant and equipment. |
|
(i) |
Represents the elimination of the historical stockholders’ equity of Electrochem. |
|
(j) |
Represents incremental interest expense and financing costs associated with the New Credit Agreement. |
|
(k) |
Reflects the income tax effect of pro forma adjustments. |
Note 5 – Non-Recurring Transaction Costs
Non-recurring transaction costs of $250 directly related to the Acquisition, including one-time due diligence and consulting services, were incurred and expensed by the Company during the nine-month period ended September 30, 2024. Such costs were reported as selling, general and administrative expenses. These expenses have been excluded from the pro forma combined statement of comprehensive income for the nine-month period ended September 30, 2024 because they do not have a continuing impact.