Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 26, 2003
ULTRALIFE BATTERIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
0-20852 16-1387013
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(Commission File Number) (I.R.S. Employer Identification No.)
2000 Technology Parkway, Newark, New York 14513
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(Address of principal executive offices) (Zip Code)
(315) 332-7100
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(Registrant's telephone number, including area code)
Item 7. Financial Statements, Pro Forma Financials and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release dated February 26, 2003
Item 9. Regulation FD Disclosure.
The Company announced its preliminary, unaudited financial results for the
period ended December 31, 2002. Refer to the attached Exhibit for the entire
text of the release, which Exhibit is being furnished but not filed in
accordance with Regulation FD.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ULTRALIFE BATTERIES, INC.
Dated: February 26, 2003 By: /s/ Robert W. Fishback
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Robert W. Fishback
Vice President - Finance and
Chief Financial Officer
Index to Exhibits
(99) Additional Exhibits
99.1 Press Release dated February 26, 2003
Exhibit 99.1
Company Contact: Investor Relations Contact:
Ultralife Batteries, Inc. Lippert/Heilshorn & Associates, Inc.
Robert W. Fishback Jody Burfening
(315) 332-7100 (212) 838-3777
bfishback@ulbi.com jks@lhai.com
ULTRALIFE BATTERIES, INC. ANNOUNCES RESULTS FOR QUARTER ENDED DECEMBER 31, 2002
- Revenues Rise to $8.8 Million as Military Demand Grows -
Newark, NY, February 26, 2003 - Ultralife Batteries, Inc. (NASDAQ: ULBI) today
announced its preliminary, unaudited results for the period ended December 31,
2002. Consolidated revenues for the quarter were $8.8 million compared to $7.5
million for the same period a year ago. The increase was driven by initial
shipments of UBI5390 batteries to the U.S. military, higher 9-volt shipments and
stronger sales of HiRate(R) batteries, offset in part by lower sales of small
cylindrical batteries.
Consolidated gross margin for the three months ended December 31, 2002 improved
nearly $1.0 million to $0.8 million from a loss of $0.2 million in the prior
year. Rechargeable battery margins improved $0.8 million as a result of cost
savings actions made during the prior year and lower depreciation charges.
Primary battery margins rose $0.2 million from the year before as a result of
9-volt manufacturing efficiencies and higher sales volumes, offset in part by
start-up activity for high volume large cylindrical battery production and lower
small cylindrical battery sales.
The Company's operating loss for the quarter ended December 31, 2002 was $1.7
million compared with an operating loss of $3.3 million last year, reflecting
the gross margin improvement and lower operating costs.
This period represents the end of the Company's transition "year", a six-month
period, as it has changed its fiscal year-end from June 30 to December 31
effective as of December 31, 2002.
In October 2002, the Company sold a portion of its equity investment in
Ultralife Taiwan, Inc., reducing its ownership interest from approximately 30%
to approximately 11%. In exchange, the Company received total consideration of
$2.4 million in cash and the return of 700,000 shares of Ultralife common stock.
Previously, the Company had reported that it expected to record at least a $2.4
million non-operating gain on this transaction; however, because the accounting
issues are complex, the Company and its independent auditors have not yet
determined the appropriate accounting treatment of the Company's investment.
Since a final conclusion has not yet been reached, the results reported today do
not reflect any gain or loss on this transaction. It is likely that the Company
will be required to restate prior period financial results related to the
accounting for its equity ownership interest. These restatements would only
affect non-operating earnings. The Company does not expect the restatement to
affect prior period cash flows from operating activities. Once the accounting
treatment has been determined, the Company intends to issue a press release
reporting final audited statements.
"As expected, we resumed revenue growth in the December quarter with stronger
demand for 9-volt batteries and improved order flow in our military business,"
said John Kavazanjian, president and chief executive officer of Ultralife
Batteries. "Because of the higher sales volumes, gross margins continued to
improve."
Mr. Kavazanjian continued, "Ultralife is at an inflection point today with
growing momentum in the business, as evidenced by the recent series of contract
awards from both the U.S. and U.K. military. In addition, while much of our
development efforts recently have been geared toward military applications,
there are many commercial opportunities that we are targeting with our superior
lithium manganese-dioxide chemistry. We are growing at a very rapid pace right
now, and still expect to grow revenues at least 50% in 2003 and to be
profitable. We're very excited about our long-term growth prospects."
About Ultralife
Ultralife is a leading developer, manufacturer, and marketer of customized and
standard lithium primary, lithium ion and polymer rechargeable batteries.
Ultralife manufactures high-energy batteries utilizing advanced lithium
technology. Our Primary (non-rechargeable), lithium ion and polymer rechargeable
batteries are used in military, industrial and consumer portable electronic
products. OEM, retail and government customers include Energizer, Kidde Safety,
Philips Medical Systems, Radio Shack, Sears and the national defense agencies of
the United States, United Kingdom and Germany.
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: worsening global economic conditions, world events, increased
competitive environment and pricing pressures, disruptions related to
restructuring actions and delays. 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. In addition, there is the pending resolution
of the equity accounting methodology in connection with the Company's investment
in Ultralife Taiwan, Inc., which may impact financial results previously
reported by the Company.
Detailed information on Ultralife is available at the Company's web site,
www.ultralifebatteries.com.
Conference Call Information
Investors are invited to listen to a live webcast of the conference call at
10:00 a.m. ET on February 26 at www.ultralifebatteries.com/invest.asp. To listen
to the live call, please go to the web site at least fifteen minutes early to
download and install any necessary audio software. 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 for 90 days. Investors may also listen to a
telephone replay of the conference call by dialing 800-428-6051, Reservation
#284864, starting at 12:00 p.m. ET February 26 until 12:00 p.m. ET March 5.
ULTRALIFE BATTERIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Month Period Ended Six Month Period Ended
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December 31, 2002 December 31, 2001 December 31, 2002 December 31, 2001
----------------- ----------------- ----------------- -----------------
Revenues:
Battery sales .............................. $ 8,659 $ 7,173 $15,506 $14,582
Technology contracts ....................... 93 286 93 493
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Total revenues ................................ 8,752 7,459 15,599 15,075
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Cost of products sold:
Battery costs .............................. 7,965 7,415 14,683 15,293
Technology contracts ....................... 24 256 24 442
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Total cost of products sold ................... 7,989 7,671 14,707 15,735
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Gross margin .................................. 763 (212) 892 (660)
Operating expenses:
Research and development ................... 629 972 1,106 2,154
Selling, general, and administrative ....... 1,872 2,092 3,441 4,213
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Total operating expenses ...................... 2,501 3,064 4,547 6,367
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Operating loss ................................ (1,738) (3,276) (3,655) (7,027)
Other income (expense):
Interest, net .............................. (69) (77) (151) (90)
Gain / (loss) on equity investment* ........ -- -- -- --
Miscellaneous .............................. 287 (67) 508 55
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Loss before income taxes, excluding
gain / (loss) on equity investment ......... (1,520) (3,420) (3,298) (7,062)
Income taxes ............................... -- -- -- --
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Loss, excluding gain / (loss)
on equity investment ....................... $(1,520) $(3,420) $(3,298) $(7,062)
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Weighted average shares outstanding,
basic and diluted .......................... 12,825 12,319 12,958 12,140
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* Subject to change due to the pending resolution of Company's appropriate
accounting treatment of its equity investment in Ultralife Taiwan, Inc.
(UTI), which will likely require a restatement of the Company's financial
results in prior periods.
Note: "Net loss per share" is unable to be reflected until final resolution of
the accounting for the Company's equity investment in UTI is resolved.
ULTRALIFE BATTERIES, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
(Unaudited)
December 31, June 30,
2002 2002
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ASSETS
Current assets:
Cash and investments .......................... $ 1,374 $ 2,219
Trade accounts receivable, net ................. 6,200 6,049
Inventories .................................... 5,813 4,633
Prepaid expenses and other current assets ...... 968 845
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Total current assets .............................. 14,355 13,746
Property and equipment ............................ 15,336 16,134
Other assets* ..................................... 133 183
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Total Assets* ..................................... $ 29,824 $ 30,063
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................... $ 4,283 $ 3,091
Other current liabilities ...................... 4,128 5,705
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Total current liabilities ......................... 8,411 8,796
Long-term liabilities:
Debt and capital lease obligations ............. 87 103
Grants ......................................... 633 --
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Total current liabilities ......................... 720 103
Shareholders' equity:
Common stock, par value $0.10 per share ........ 1,358 1,338
Capital in excess of par value* ................ 110,858 107,891
Accumulated other comprehensive loss ........... (1,016) (856)
Accumulated deficit* ........................... (90,204) (86,906)
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20,996 21,467
Less--Treasury stock, at cost* ................... 303 303
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Total shareholders' equity* ....................... 20,693 21,164
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Total Liabilities and Shareholders' Equity* ....... $ 29,824 $ 30,063
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* Subject to change due to the pending resolution of Company's appropriate
accounting treatment of its equity investment in Ultralife Taiwan, Inc.
(UTI), which will likely require a restatement of the Company's financial
results in prior periods. The numbers presented are based on the equity
accounting for UTI used in past periods.