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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported):
August 3, 2006
ULTRALIFE BATTERIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-20852 16-1387013
------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
2000 Technology Parkway, Newark, New York 14513
(Address of principal executive offices) (Zip Code)
(315) 332-7100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
Ultralife Batteries, Inc. (the "Company") reported results for the second
quarter ended July 1, 2006. Operating income for the quarter was $0.5 million on
revenues of $21.4 million. Included in operating income was stock-based
compensation expense of $0.3 million.
The Company's press release is attached as Exhibit 99.1 to this Form 8-K. The
information set forth in this Form 8-K and the attached exhibit is being
furnished to and not filed with the Securities and Exchange Commission and shall
not be deemed to be incorporated by reference in any filing under the Securities
Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended,
except to the extent specifically provided in any such filing.
Item 9.01. 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 August 3, 2006.
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.
By: /s/Robert W. Fishback
Dated: August 3, 2006 -------------------------------
Robert W. Fishback
Vice President of Finance & CFO
INDEX TO EXHIBITS
(99) Additional Exhibits
99.1 Press Release dated August 3, 2006.
Exhibit 99.1
Ultralife Batteries Reports Second Quarter Revenues of $21.4 Million;
Management Increases Fiscal 2006 Guidance to
Reflect the Acquisitions of ABLE New Energy and McDowell Research
NEWARK, N.Y.--(BUSINESS WIRE)--Aug. 3, 2006--Ultralife Batteries,
Inc. (NASDAQ: ULBI) reported results for the second quarter ended July
1, 2006. Operating income for the quarter was $0.5 million on revenues
of $21.4 million. Included in operating income was stock-based
compensation expense of $0.3 million. In comparison, the company
reported operating income of $0.2 million on revenues of $21.6 million
for the same period last year.
Second quarter revenues reflect growth from the company's
automotive telematics products partially offset by lower BA-5390
battery shipments. As a percentage of revenues, gross margins amounted
to 20% compared with 19% in the same quarter last year. Operating
expenses were $3.9 million, including $0.3 million in stock-based
compensation expense, compared to $4.0 million in operating expenses a
year ago. Net income for the second quarter of 2006 was $0.1 million,
or $0.01 per diluted common share, compared to a net loss of $1.4
million, or $0.10 loss per diluted common share, for the second
quarter of 2005.
For the six-month period ended July 1, 2006, revenues totaled
$39.7 million compared to $37.0 million for the same period last year.
The company reported operating income of $0.7 million, including $0.6
million in stock-based compensation expense, compared to an operating
loss of $1.5 million for the first six months of 2005. Net income for
the first half of 2006 was $0.3 million, or $0.02 per share, compared
to a net loss for the same period last year of $3.0 million, or $0.21
per share.
"Having met our financial and strategic goals for the second
quarter of 2006, we are focusing our efforts on accomplishing our
plans for the year, which include continuing to grow our commercial
business and diversify our government/military business, and
integrating the two companies we recently acquired, ABLE New Energy
and McDowell Research," said John D. Kavazanjian, president and chief
executive officer. "We are making progress in strengthening our
presence in target commercial markets, notably automotive telematics,
where this quarter we expanded a customer relationship to supply
another platform for model year 2007.
"The addition of ABLE advances Ultralife's position as the
supplier of choice of high-energy power sources to commercial
customers in an expanding set of target markets. We have already
started selling ABLE's products and are enhancing their operations by
leveraging our engineering and manufacturing process expertise,"
continued Mr. Kavazanjian. "McDowell builds on our efforts to
diversify our government/military business by extending our
penetration into foreign defense organizations and the growing special
operations area while strengthening our relationships with U.S. prime
defense contractors. We are coordinating our strategies to operate as
an integrated company with a diversified set of growth opportunities
supported by broadened sales coverage and an expanded product
portfolio."
Mr. Kavazanjian concluded, "The traction we are gaining in the
commercial business, coupled with the opportunities we have to broaden
our government/military business, supports our confidence in our
second half outlook."
Outlook
Management has revised its guidance for the full year 2006 to
include the contributions from ABLE and McDowell. For the full year of
2006, the company now expects revenues of approximately $100 million.
For the third quarter of 2006 management expects revenues to be
between $25 million and $29 million and operating income to be in the
range of $1.2 million to $2.4 million, including approximately $0.4
million in non-cash stock-based compensation expense.
About Ultralife Batteries, Inc.
Ultralife is a global provider of high-energy power systems for
diverse applications. The company develops, manufactures and markets a
wide range of non-rechargeable and rechargeable batteries, charging
systems and accessories for use in military, industrial and consumer
portable electronic products. Through its portfolio of standard
products and engineered solutions, Ultralife is at the forefront of
providing the next generation of power systems. Industrial, retail and
government customers include General Dynamics, Philips Medical
Systems, General Motors, Energizer, Kidde Safety, Lowe's, Radio Shack
and the national defense agencies of the United States, United
Kingdom, Germany, Australia and New Zealand, among others.
Ultralife's headquarters, principal manufacturing and research
facilities are in Newark, New York, near Rochester. Ultralife's three
other operating units are: Ultralife Batteries (UK) Ltd., in Abingdon,
England; McDowell Research in Waco, Texas; and ABLE New Energy in
Shenzhen, China. Detailed information on Ultralife is available at:
www.ultralifebatteries.com.
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: addressing the process of U.S. military
procurement, worsening global economic conditions, 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.
Conference Call Information
Investors are invited to listen to a live webcast of the
conference call at 10:00 a.m. ET on August 3, 2006 at
http://investor.ultralifebatteries.com. 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
888-203-1112, Reservation #9143546, during the period starting at 1:00
p.m. ET August 3 and ending at 1:00 p.m. ET August 10, 2006.
Ultralife(R) is a registered trademark of Ultralife Batteries,
Inc.
ULTRALIFE BATTERIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
- ----------------------------------------------------------------------
Three-Month Six-Month
Periods Ended Periods Ended
July 1, July 2, July 1, July 2,
2006 2005 2006 2005
---- ---- ---- ----
Revenues:
Non-rechargeable products $18,458 $17,692 $34,103 $30,500
Rechargeable products 2,648 3,262 5,213 5,390
Technology contracts 287 649 396 1,076
-------- -------- -------- --------
Total revenues 21,393 21,603 39,712 36,966
Cost of products sold:
Non-rechargeable products 14,900 13,983 27,223 24,851
Rechargeable products 1,859 2,823 3,728 4,900
Technology contracts 257 592 414 987
-------- -------- -------- --------
Total cost of products sold 17,016 17,398 31,365 30,738
-------- -------- -------- --------
Gross margin 4,377 4,205 8,347 6,228
Operating expenses:
Research and development 884 1,059 1,844 1,905
Selling, general, and
administrative 3,032 2,942 5,814 5,843
-------- -------- -------- --------
Total operating expenses 3,916 4,001 7,658 7,748
-------- -------- -------- --------
Operating income /(loss) 461 204 689 (1,520)
Other income (expense):
Interest income 40 58 85 118
Interest expense (207) (180) (412) (373)
Gain on insurance settlement 43 - 191 -
Miscellaneous 139 (191) 147 (194)
-------- -------- -------- --------
Income/(loss) before income taxes 476 (109) 700 (1,969)
-------- -------- -------- --------
Income tax provision/(benefit)-
current 20 15 24 (2)
Income tax provision/(benefit)-
deferred 347 1,315 427 1,022
-------- -------- -------- --------
Total income taxes 367 1,330 451 1,020
-------- -------- -------- --------
Net Income/(Loss) $ 109 $(1,439) $ 249 $(2,989)
======== ======== ======== ========
Earnings/(Loss) per share - basic $ 0.01 $ (0.10) $ 0.02 $ (0.21)
======== ======== ======== ========
Earnings/(Loss) per share -
diluted $ 0.01 $ (0.10) $ 0.02 $ (0.21)
======== ======== ======== ========
Weighted average shares
outstanding - basic 14,851 14,450 14,807 14,413
======== ======== ======== ========
Weighted average shares
outstanding - diluted 15,165 14,450 15,150 14,413
======== ======== ======== ========
ULTRALIFE BATTERIES, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
(unaudited)
- ----------------------------------------------------------------------
July 1, December 31,
2006 2005
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ASSETS
Current assets:
Cash and investments $ 4,237 $ 3,214
Trade accounts receivable, net 12,748 10,965
Inventories 17,010 19,446
Prepaid expenses and other current assets 4,158 5,737
---------- -----------
Total current assets 38,153 39,362
Property and equipment 19,892 19,931
Goodwill 2,806 -
Other assets 20,892 21,464
---------- -----------
Total Assets $ 81,743 $ 80,757
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-
term debt $ 6,190 $ 7,715
Accounts payable 5,681 5,218
Other current liabilities 4,191 5,450
---------- -----------
Total current liabilities 16,062 18,383
---------- -----------
Long-term liabilities:
Long-term debt and capital lease
obligations 25 25
Other long-term liabilities 251 242
---------- -----------
Total long-term liabilities 276 267
---------- -----------
Shareholders' equity:
Common stock, par value $0.10 per share 1,565 1,547
Capital in excess of par value 133,159 130,530
Accumulated other comprehensive income (652) (1,054)
Accumulated deficit (66,289) (66,538)
---------- -----------
67,783 64,485
Less --Treasury stock, at cost 2,378 2,378
---------- -----------
Total shareholders' equity 65,405 62,107
---------- -----------
Total Liabilities and Shareholders' Equity $ 81,743 $ 80,757
========== ===========
CONTACT: Ultralife Batteries, Inc.
Robert W. Fishback, 315-332-7100
bfishback@ulbi.com
or
Lippert/Heilshorn & Associates, Inc.
Investor Relations:
Jody Burfening, 212-838-3777
jburfening@lhai.com