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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):
November 3, 2005
ULTRALIFE BATTERIES, INC.
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(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)
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 third quarter
ended October 1, 2005. Revenues for the quarter were $15.7 million compared to
$24.4 million for the same period 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 November 3, 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: November 3, 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 November 3, 2005.
Exhibit 99.1
Ultralife Batteries Reports Third Quarter Results
NEWARK, N.Y.--(BUSINESS WIRE)--Nov. 3, 2005--Ultralife Batteries,
Inc. (NASDAQ: ULBI) reported results for the third quarter ended
October 1, 2005. Revenues for the quarter were $15.7 million compared
to $24.4 million for the same period last year. Operating loss for the
quarter was $1.5 million compared with operating income of $1.5
million for the same period last year.
The third quarter revenue reflects lower shipments of BA-5390
batteries to the U.S. military, as anticipated. Gross margins for the
quarter were 15% compared to 20% in the same quarter last year,
reflecting lower production volumes. Operating expenses were $3.9
million compared with $3.3 million last year, reflecting an increased
commitment to new product development and higher administrative costs.
Income taxes in the third quarter of 2005 amounted to a benefit of
$0.4 million. The net loss for the third quarter of 2005 was $1.3
million, or $0.09 per share, compared with net income of $1.4 million,
or $0.09 per diluted share, for the same period a year ago.
For the nine-month period ended October 1, 2005, revenues totaled
$52.7 million compared with $79.8 million reported for the same period
last year, resulting mainly from lower shipments of BA-5390 batteries
to the U.S. military, and offset in part by higher commercial revenues
and other military-related sales. The company reported an operating
loss of $3.0 million for the first nine months of 2005 compared to
operating income of $8.5 million last year, reflecting the revenue
decline and higher operating expenses. The net loss for the first nine
months of 2005 was $4.3 million, or $0.30 per share, compared to net
income of $4.3 million, or $0.28 per diluted share, for 2004.
"Ultralife's third quarter results were essentially consistent
with our latest guidance, which assumed no order activity from the
U.S. military for BA-5390 batteries," said John D. Kavazanjian,
president and chief executive officer. "As anticipated, we did finish
all testing on the new version of the BA-5390 with the state-of-charge
indicator in September and the qualification process is in the final
approval stage. Longer term, the U.S. military has issued new
guidelines requiring a state-of-charge indicator in all new contracts
for multi-cell batteries, a development which bolsters our conviction
that our competitive advantages create a strong opportunity for us to
continue gaining share in the military market.
"In addition, during the third quarter we continued to advance our
commercial business as we started shipping to new search and rescue
customers, maintained strong activity in medical applications, and
began production under our new automotive telematics backup battery
contract for shipments starting in the fourth quarter."
Kavazanjian concluded, "Recognizing the ongoing uncertain timing
and quantity of BA-5390 orders, we took steps in the third quarter to
reduce overhead costs by up to $1 million on a quarterly basis. We
expect these actions, including the implementation of tightened
spending controls and greater expense scrutiny, will reduce our
breakeven cost infrastructure to $18 million in quarterly revenues,
assuming a steady rate of production. With this cost structure, we
still have the manufacturing flexibility necessary to ramp up quickly
in response to a resumption in BA-5390 orders."
Outlook
Management expects fourth quarter revenues to be in the range of
$19 million, consistent with the most recent guidance for the
company's second half revenues of approximately $35 million, assuming
no BA-5390 order activity from the U.S. military. Sales to commercial
customers, particularly in the automotive telematics market, are
expected to grow from the third quarter, as are sales of other battery
products direct to the military and military battery assemblers. In an
effort to further trim current inventory levels, production rates are
projected to remain temporarily lower throughout the fourth quarter.
This will likely result in under-absorbed manufacturing overheads and,
as a result, management is projecting an operating loss in the range
of $0.5 million for the fourth quarter.
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, General Motors, Energizer,
Kidde Safety, Lowe's, Radio Shack and the national defense agencies of
the United States, United Kingdom and Germany, 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
about Ultralife is available at the Company's web site,
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: 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 November 3, 2005 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 #4404901, during the period starting at 1:00
p.m. ET November 3 and ending at 1:00 p.m. ET November 10, 2005.
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 Nine-Month Periods
Ended Ended
October September October September
1, 2005 25, 2004 1, 2005 25, 2004
--------- --------- -------- ----------
Revenues:
Non-rechargeable products $ 12,805 $ 21,343 $43,305 $ 72,986
Rechargeable products 2,286 2,588 7,676 5,653
Technology contracts 601 462 1,677 1,181
--------- --------- -------- ----------
Total revenues 15,692 24,393 52,658 79,820
Cost of products sold:
Non-rechargeable products 10,994 16,570 35,845 54,391
Rechargeable products 1,830 2,608 6,730 6,240
Technology contracts 508 339 1,495 933
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Total cost of products sold 13,332 19,517 44,070 61,564
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Gross margin 2,360 4,876 8,588 18,256
Operating expenses:
Research and development 969 692 2,874 1,755
Selling, general, and
administrative 2,902 2,653 8,745 7,982
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Total operating expenses 3,871 3,345 11,619 9,737
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Operating (loss)/income (1,511) 1,531 (3,031) 8,519
Other income (expense):
Interest income 44 20 162 67
Interest expense (220) (174) (593) (409)
Write-off of UTI investment
and note receivable - - - (3,951)
Miscellaneous (9) (61) (203) 32
--------- --------- -------- ----------
(Loss)/income before income
taxes (1,696) 1,316 (3,665) 4,258
--------- --------- -------- ----------
Income tax provision/(benefit)-
current 5 (101) 3 (22)
Income tax (benefit)/provision-
deferred (385) - 637 -
--------- --------- -------- ----------
Total income taxes (380) (101) 640 (22)
--------- --------- -------- ----------
Net (loss)/income $ (1,316) $ 1,417 $(4,305) $ 4,280
========= ========= ======== ==========
(Loss)/earnings per share -
basic $ (0.09) $ 0.10 $ (0.30) $ 0.31
========= ========= ======== ==========
(Loss)/earnings per share -
diluted $ (0.09) $ 0.09 $ (0.30) $ 0.28
========= ========= ======== ==========
Weighted average shares
outstanding - basic 14,642 14,238 14,497 14,026
========= ========= ======== ==========
Weighted average shares
outstanding - diluted 14,642 15,121 14,497 15,104
========= ========= ======== ==========
ULTRALIFE BATTERIES, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
(unaudited)
- ----------------------------------------------------------------------
October 1, December 31,
ASSETS 2005 2004
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Current assets:
Cash and investments $ 3,006 $ 11,529
Trade accounts receivable, net 10,897 8,585
Inventories 19,679 13,938
Prepaid expenses and other current assets 4,545 6,131
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Total current assets 38,127 40,183
Property and equipment 20,729 20,202
Other assets 21,906 20,749
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Total Assets $ 80,762 $ 81,134
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of
long-term debt $ 8,094 $ 2,390
Accounts payable 5,993 3,545
Other current liabilities 4,353 3,603
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Total current liabilities 18,440 9,538
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Long-term liabilities:
Long-term debt and capital lease
obligations 48 7,215
Other long-term liabilities 349 756
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Total long-term liabilities 397 7,971
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Shareholders' equity:
Common stock, par value $0.10 per share 1,544 1,502
Capital in excess of par value 130,192 127,299
Accumulated other comprehensive income (935) (605)
Accumulated deficit (66,498) (62,193)
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64,303 66,003
Less --Treasury stock, at cost 2,378 2,378
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Total shareholders' equity 61,925 63,625
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Total Liabilities and Shareholders' Equity $ 80,762 $ 81,134
=========== ============
CONTACT: Ultralife Batteries, Inc.
Robert W. Fishback, 315-332-7100
bfishback@ulbi.com
or
Investor Relations:
Lippert/Heilshorn & Associates, Inc.
Jody Burfening, 212-838-3777
jburfening@lhai.com
or
Media:
Lippert/Heilshorn & Associates, Inc.
Chenoa Taitt, 212-201-6635
ctaitt@lhai.com