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): October 28, 2004 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. On October 28, 2004, Ultralife Batteries, Inc. (the "Company") issued a press release regarding its results of operations and financial condition for the third quarter ended September 25, 2004. The Company's press release is attached as Exhibit 99.1 to this Form 8-K. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated October 28, 2004. 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: October 29, 2004 By: /s/ Robert W. Fishback ---------------------- Robert W. Fishback Vice President Finance & CFO Index to Exhibits (99) Additional Exhibits 99.1 Press Release dated October 28, 2004.
EXHIBIT 99.1 Ultralife Batteries, Inc. Reports Third Quarter Results NEWARK, N.Y.--(BUSINESS WIRE)--Oct. 28, 2004--Ultralife Batteries, Inc. (NASDAQ: ULBI) today reported operating income of $1.5 million on revenues of $24.4 million for its third quarter ended September 25, 2004. Operating income and revenue increased 34% and 23%, respectively, over the same three-month period in 2003 when the company reported operating income of $1.1 million on revenue of $19.9 million. Revenues for the third quarter of 2004 benefited from higher military orders for HiRate(R) batteries and a substantial increase in sales of rechargeable batteries to $2.6 million from $0.3 million in 2003. As a percentage of revenues, gross margins were 20%, consistent with last year. Operating expenses increased $0.6 million to $3.3 million in the third quarter of 2004, reflecting the addition of selling, general and administrative resources to support the company's growth objectives. Operating expenses amounted to 14% of revenues, consistent with the same quarter in 2003. Net income for the third quarter of 2004 was $1.4 million, or $0.09 per diluted share, compared with $1.8 million, or $0.12 per diluted share, in the comparable quarter in 2003 which included a $0.8 million gain on the forgiveness of debt. During the quarter, the company significantly strengthened the balance sheet as a result of its credit facility refinancing. At of the end of the quarter, cash stood at $12.8 million and interest-bearing debt was $10.3 million, resulting in a 19% debt/capital ratio. For the nine months ended September 25, 2004, revenues reached $79.8 million, a 44% increase over the $55.4 million reported for the same period last year. Operating income for the year-to-date period more than doubled to $8.5 million compared to $3.7 million last year. Net income for first nine months of 2004 was $4.3 million, or $0.28 per diluted share, compared to $4.2 million, or $0.31 per diluted share, for 2003. Net income for 2004 included a $4.0 million second quarter non-cash charge related to the company's investment in Ultralife Taiwan, Inc. John Kavazanjian, president and chief executive officer, said, "Third quarter revenue and operating income came in slightly better than we anticipated last month when we announced our revised outlook for the second half of 2004. Since then, we have had several discussions with the military; unfortunately we do not have resolution yet on two outstanding issues, namely, a unit pricing adjustment on our current BA-5390 contract and additional BA-5390 orders. These discussions have, however, given us renewed confidence in the strength of our position with the military and reaffirmed our belief in the long-term growth potential the military business offers us." Kavazanjian continued, "On the commercial side, we are seeing growing success, particularly in our rechargeable business. To support expanding and increasing opportunities in our target markets, including medical, automotive telematics, and portable electronics, we have added resources in the areas of selling, marketing and product development. Once we are designed into an application, we believe we will enjoy a critical advantage over competitors due to the multi-step, iterative design and qualification process involved in turning these opportunities into volume orders. Based on our growing pipeline of opportunities combined with our strong competitive position, we remain confident that we will be able to reach $200 million in revenue within the next 3 to 5 years." Outlook Management reiterates its second half of 2004 outlook, as stated in its September 27th announcement, that operating income and revenue could be as low as $0.4 million and $42 million, respectively, assuming the company does not receive additional BA-5390 orders during the remainder of the year. Based on its belief that the company will be awarded a portion of the Next Gen II Phase IV contract, and taking into account the uncertain timing of the award, management expects overall military sales will decline modestly in 2005. Management's assessment of the company's growth prospects in the commercial business remains unchanged, with commercial sales, including sales of rechargeable products, expected to increase throughout the year. As a result, management now anticipates 2005 revenue growth in the range of 10%-20% over 2004. About Ultralife Batteries, Inc. Ultralife is a leading developer, manufacturer, and marketer of standard and customized lithium primary (non-rechargeable), lithium ion and lithium polymer rechargeable batteries. Ultralife's high-energy batteries use advanced lithium technology and are used in military, industrial and consumer portable electronic products. Through its range of standard products and ability to customize for a wide range of applications, Ultralife is able to provide the next generation of battery solutions. OEM, retail and government customers include Energizer, Kidde Safety, Philips Medical Systems, Radio Shack and the national defense agencies of the United States and United Kingdom, among others. Ultralife's headquarters, principal manufacturing and research facilities are in Newark, New York, near Rochester. Ultralife (UK) Ltd., a second manufacturing facility, is located in Abingdon, U.K. Both facilities are ISO-9001 certified. This press release contains 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: loss of business with the U.S. government, 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. 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 October 28 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 888-203-1112, Reservation #992302, starting at 1:00 p.m. ET October 28 until 1:00 p.m. ET November 4. Ultralife and HiRate are registered trademarks of Ultralife Batteries, Inc. ULTRALIFE BATTERIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) (unaudited) - ---------------------------------------------------------------------- Three Month Nine Month Period Ended Period Ended Sept 25, Sept 27, Sept 25, Sept 27, 2004 2003 2004 2003 -------- -------- -------- -------- Revenues: Battery sales $23,931 $19,743 $78,639 $54,583 Technology contracts 462 131 1,181 829 -------- -------- -------- -------- Total revenues 24,393 19,874 79,820 55,412 Cost of products sold: Battery costs 19,178 15,936 60,631 43,200 Technology contracts 339 45 933 429 -------- -------- -------- -------- Total cost of products sold 19,517 15,981 61,564 43,629 -------- -------- -------- -------- Gross margin 4,876 3,893 18,256 11,783 Operating expenses: Research and development 692 652 1,755 1,883 Selling, general, and administrative 2,653 2,098 7,982 6,247 -------- -------- -------- -------- Total operating expenses 3,345 2,750 9,737 8,130 -------- -------- -------- -------- Operating income 1,531 1,143 8,519 3,653 Other income (expense): Interest, net (154) (143) (342) (380) Gain from forgiveness of debt / grant - 781 - 781 Write-off of UTI investment and note - - (3,951) - Miscellaneous (61) (4) 32 183 -------- -------- -------- -------- Income before income taxes 1,316 1,777 4,258 4,237 Income taxes (101) - (22) - -------- -------- -------- -------- Net income $1,417 $1,777 $4,280 $4,237 ======== ======== ======== ======== Earnings per share - basic $0.10 $0.13 $0.31 $0.33 ======== ======== ======== ======== Earnings per share - diluted $0.09 $0.12 $0.28 $0.31 ======== ======== ======== ======== Average shares outstanding - basic 14,238 13,229 14,026 13,004 ======== ======== ======== ======== Average shares outstanding - diluted 15,121 14,361 15,104 13,701 ======== ======== ======== ======== ULTRALIFE BATTERIES, INC. CONSOLIDATED BALANCE SHEETS (In Thousands, Except Per Share Amounts) (unaudited) - ---------------------------------------------------------------------- September 25, December 31, ASSETS 2004 2003 ------------- ------------ Current assets: Cash and investments $12,801 $880 Trade accounts receivable, net 12,060 17,803 Inventories 14,516 10,209 Prepaid expenses and other current assets 2,604 3,664 ------------- ------------ Total current assets 41,981 32,556 Property and equipment 20,318 18,213 Other assets 347 1,583 ------------- ------------ Total Assets $62,646 $52,352 ============= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt and current portion of long-term debt $2,570 $8,295 Accounts payable 5,599 6,385 Other current liabilities 3,763 3,174 ------------- ------------ Total current liabilities 11,932 17,854 Long-term liabilities: Long-term debt and capital lease obligations 7,735 68 Long-term swap liability 152 - ------------- ------------ Total long-term liabilities 7,887 68 Shareholders' equity: Common stock, par value $0.10 per share 1,501 1,430 Capital in excess of par value 124,807 120,626 Accumulated other comprehensive loss (858) (723) Accumulated deficit (80,245) (84,525) ------------- ------------ 45,205 36,808 Less --Treasury stock, at cost 2,378 2,378 ------------- ------------ Total shareholders' equity 42,827 34,430 ------------- ------------ Total Liabilities and Shareholders' Equity $62,646 $52,352 ============= ============ CONTACT: Ultralife Batteries, Inc. Robert W. Fishback, 315-332-7100 bfishback@ulbi.com or Lippert/Heilshorn & Associates, Inc. Investor Relations Contact: Jody Burfening, 212-838-3777 jburfening@lhai.com or Media Contact: Chenoa Taitt, 212-201-6635 ctaitt@lhai.com