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): May 5, 2005 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. Regulation FD Disclosure. Ultralife Batteries, Inc. (the "Company") reported results for the first quarter ended April 2, 2005. Revenues for the quarter were $15.4 million compared to $27.0 million for the comparable quarter last year. The Company's press release is attached as Exhibit 99.1. The information set forth in this Report on Form 8-K, including the attached exhibit, is being furnished and not filed pursuant to Item 2.02. 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 May 5, 2005. 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: May 5, 2005 By: /s/ Robert W. Fishback ------------------------------- Robert W. Fishback Vice President of Finance & CFO INDEX TO EXHIBITS (99) Additional Exhibits 99.1 Press Release dated May 5, 2005.
Exhibit 99.1 Ultralife Batteries Reports First Quarter Results NEWARK, N.Y.--(BUSINESS WIRE)--May 5, 2005--Ultralife Batteries, Inc. (NASDAQ: ULBI) today reported results for the first quarter ended April 2, 2005. Revenues for the quarter were $15.4 million compared to $27.0 million for the comparable quarter last year. The net loss for the first quarter of 2005 was $1.6 million, or $0.11 per share, compared with net income of $3.2 million, or $0.22 per diluted share, in the same quarter in 2004. The first quarter revenue decline reflects lower shipments of BA-5390 batteries to the U.S. military, as anticipated, mostly related to delays in contract awards resulting from a shift in procurement responsibility within the military from the U.S. Army/CECOM to the Defense Logistics Agency (DLA). This decrease was partially offset by higher sales of 9-volt, small cylindrical and rechargeable batteries. Gross margins were 13% compared to 23% in the same quarter last year, in line with reduced production volumes. Operating expenses were $3.7 million, a $0.8 million increase over last year's first quarter, driven by higher costs for new product development, higher external audit fees related to requirements under the Sarbanes-Oxley Act, and added general and administrative resources needed to support the company's growth objectives. Operating loss for the quarter was $1.7 million versus operating income of $3.4 million for the same period last year. "The financial results for the first quarter are in line with our guidance, and we are on track to resume top- and bottom-line growth during the rest of the year," said John D. Kavazanjian, president and chief executive officer. "Order activity is picking up as the U.S. Government restocks inventories and, building on the fourth quarter successes, we are participating in a growing number of new device projects with military contractors. Ultralife's position with the U.S. military remains strong, and we are now working on development projects for nearly all the next-generation portable device applications. On the commercial front, we are achieving design wins in key target markets while design activity continues to increase with a growing percentage of opportunities coming from prospective international customers." Outlook For the second quarter ending July 2, 2005, management currently projects revenues of approximately $28.0 million and operating income of approximately $2.5 million, assuming that the company receives additional orders from the U.S. military for delivery of BA-5390 batteries, either under the Next Gen II Phase IV contract or other urgent buy contracts. For the full year of 2005, management continues to expect revenue growth in the range of 10% to 20% over 2004. Order activity and shipments are expected to increase throughout the year, as commercial orders take hold and the military business stabilizes. Growth in the commercial business is expected to result from continued success in key target markets, such as automotive telematics, search & rescue, and medical. This revenue growth target also assumes order activity from the U.S. military in conjunction with the award of the Next Gen II Phase IV contract and other contract activity. Operating income in 2005 is expected to show steady growth throughout the year, moving toward the company's near-term operating margin target of 15% by year-end. About Ultralife Batteries, Inc. Ultralife is a global provider of power solutions 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 range of standard products and engineered solutions, Ultralife is able to provide the next generation of power systems. Industrial, retail and government customers include General Dynamics, Philips Medical Systems, Energizer, Kidde Safety, Lowe's, 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, England. Both facilities are ISO-9001 certified. Detailed information on Ultralife is available at the Company's web site, www.ultralifebatteries.com. 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. Conference Call Information Investors are invited to listen to a live webcast of the conference call at 10:00 a.m. ET on May 5 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 #2041456, starting at 1:00 p.m. ET May 5 until 1:00 p.m. ET May 19. 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 Periods Ended April 2, March 27, 2005 2004 ------------ ------------ Revenues: Non-rechargeable products $12,808 $25,322 Rechargeable products 2,128 1,374 Technology contracts 427 292 ------------ ------------ Total revenues 15,363 26,988 Cost of products sold: Non-rechargeable products 10,868 18,548 Rechargeable products 2,077 1,859 Technology contracts 395 249 ------------ ------------ Total cost of products sold 13,340 20,656 ------------ ------------ Gross margin 2,023 6,332 Operating expenses: Research and development 846 503 Selling, general, and administrative 2,901 2,471 ------------ ------------ Total operating expenses 3,747 2,974 ------------ ------------ Operating (loss)/income (1,724) 3,358 Other income (expense): Interest income 60 20 Interest expense (193) (125) Miscellaneous (3) 61 ------------ ------------ (Loss)/income before income taxes (1,860) 3,314 ------------ ------------ Income tax (benefit)/provision-current (17) 79 Income tax benefit-deferred (293) - ------------ ------------ Total income taxes (310) 79 ------------ ------------ Net (loss)/income $(1,550) $3,235 ============ ============ (Loss)/earnings per share - basic $(0.11) $0.23 ============ ============ (Loss)/earnings per share - diluted $(0.11) $0.22 ============ ============ Weighted average shares outstanding - basic 14,376 13,772 ============ ============ Weighted average shares outstanding - diluted 14,376 14,890 ============ ============ ULTRALIFE BATTERIES, INC. CONSOLIDATED BALANCE SHEETS (In Thousands, Except Per Share Amounts) (unaudited) - ---------------------------------------------------------------------- April 2, December 31, ASSETS 2005 2004 -------- ------------ Current assets: Cash and investments $10,711 $11,529 Trade accounts receivable, net 9,368 8,585 Inventories 15,943 13,938 Prepaid expenses and other current assets 4,835 6,131 -------- ------------ Total current assets 40,857 40,183 Property and equipment 19,851 20,202 Other assets 21,368 20,749 -------- ------------ Total Assets $82,076 $81,134 ======== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt and current portion of long- term debt $2,219 $2,390 Accounts payable 5,154 3,545 Other current liabilities 4,594 3,603 -------- ------------ Total current liabilities 11,967 9,538 -------- ------------ Long-term liabilities: Long-term debt and capital lease obligations 6,548 7,215 Other long-term liabilities 575 756 -------- ------------ Total long-term liabilities 7,123 7,971 -------- ------------ Shareholders' equity: Common stock, par value $0.10 per share 1,514 1,502 Capital in excess of par value 128,231 127,299 Accumulated other comprehensive income (638) (605) Accumulated deficit (63,743) (62,193) -------- ------------ 65,364 66,003 Less --Treasury stock, at cost 2,378 2,378 -------- ------------ Total shareholders' equity 62,986 63,625 -------- ------------ Total Liabilities and Shareholders' Equity $82,076 $81,134 ======== ============ CONTACT: Ultralife Batteries, Inc. Robert W. Fishback, 315-332-7100 bfishback@ulbi.com or Investor Relations Contact: Lippert/Heilshorn & Associates, Inc. Jody Burfening, 212-838-3777 jburfening@lhai.com or Media Contact: Lippert/Heilshorn & Associates, Inc. Chenoa Taitt, 212-201-6635 ctaitt@lhai.com