-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CJ7oW8F8yfTmuRpmi7D0CpLOZ6gNNdG7BgNAE2VOtTokM/WXHyxe6KnITmUOGZWK 2otbZKrzl+bbmr5Bifw9LA== 0001157523-06-001368.txt : 20060209 0001157523-06-001368.hdr.sgml : 20060209 20060209161907 ACCESSION NUMBER: 0001157523-06-001368 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060209 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRALIFE BATTERIES INC CENTRAL INDEX KEY: 0000875657 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 161387013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20852 FILM NUMBER: 06593300 BUSINESS ADDRESS: STREET 1: 2000 TECHNOLOGY PARKWAY CITY: NEWARK STATE: NY ZIP: 14513 BUSINESS PHONE: 3153327100 MAIL ADDRESS: STREET 1: 2000 TECHNOLOGY PARKWAY CITY: NEWARK STATE: NY ZIP: 14513 8-K 1 a5076420.txt ULTRALIFE BATTERIES 8-K 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): February 9, 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 fourth quarter and full year periods ended December 31, 2005. Operating income for the quarter was $0.1 million on revenues of $17.8 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 February 9, 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. /s/Robert W. Fishback Dated: February 9, 2006 By:---------------------------------------- Robert W. Fishback Vice President of Finance & CFO INDEX TO EXHIBITS (99) Additional Exhibits 99.1 Press Release dated February 9, 2006. EX-99.1 2 a5076420ex991.txt ULTRALIFE BATTERIES EXHIBIT 99.1 Exhibit 99.1 Ultralife Batteries Reports Fourth Quarter Results NEWARK, N.Y.--(BUSINESS WIRE)--Feb. 9, 2006--Ultralife Batteries, Inc. (NASDAQ: ULBI) reported results for the fourth quarter and full year periods ended December 31, 2005. Operating income for the quarter was $0.1 million on revenues of $17.8 million. In comparison, the company reported an operating loss of $3.4 million on revenue of $18.4 million for the same period last year. The operating loss in the prior year included a non-cash impairment charge of $1.8 million related to polymer rechargeable production equipment. The fourth quarter revenue reflects an increase in sales of high-rate battery products offset by lower shipments of BA-5390 batteries to the U.S. military, as anticipated. Revenues associated with technology contracts declined $0.8 million due to the timing of development activity with various contracts. As a percentage of revenues, gross margins were 21% compared to 11% in the same quarter last year, mainly as a result of improved manufacturing efficiencies in the U.K operation. Operating expenses were $3.5 million compared with $3.7 million last year, excluding the $1.8 million impairment charge last year. Income taxes in the fourth quarter of 2005 amounted to a benefit of $0.2 million. The net loss for the fourth quarter of 2005 was $40,000, or less than $.01 per share, compared with net income of $18.1 million, or $1.20 per diluted share, for the same period a year ago. The results in the fourth quarter of 2004 reflected a $21.1 million, or $1.41 per diluted share, income tax benefit related to the recognition of a deferred tax asset associated with the company's U.S. net operating loss carryforwards. For the twelve-month period ended December 31, 2005, revenues totaled $70.5 million compared with $98.2 million reported for 2004. A decline in shipments of BA-5390 batteries to the U.S. military was partially offset by higher commercial revenues and other military-related sales. The company reported an operating loss of $2.9 million for full year of 2005 compared to operating income of $5.1 million last year, reflecting lower gross margins associated with lower volumes. The net loss for 2005 was $4.3 million, or $.30 per share, compared to net income of $22.3 million, or $1.48 per diluted share, for 2004, including the $21.1 million impact from the recognition of the income tax benefit. "During 2005, Ultralife made great strides in building its non-9-volt commercial business with revenues increasing by approximately 40% on the strength of groundbreaking automotive telematics contracts in addition to design wins in other target markets where our power solutions add value to device applications, notably search and rescue. We also succeeded in trimming our cost structure in the second half of the year, as planned, realigning our business model to be breakeven at the operating earnings line on $18 million in quarterly revenue," said John D. Kavazanjian, president and chief executive officer. "Looking ahead, we are optimistic about the prospects for continued growth of our commercial business. Our goals include adding new automotive telematics contracts and continuing to convert design wins into production contracts. As previously announced, adding Able New Energy Co. Ltd. to the Ultralife family will also open up significant new avenues for our commercial business while creating opportunities to reduce costs even further by employing sourcing alternatives in China," concluded Kavazanjian. "On the military side, indications are favorable for renewed order flow from the U.S. Military and we are ready to deliver with the qualified BA-5390A and BA-5347 batteries. Over the course of 2006, we plan to complete the qualification of the other batteries under the Next Gen II, Phase IV award both in the U.S. and the U.K. while actively promoting the migration from our competitors' sulfur dioxide chemistry to Ultralife's manganese dioxide batteries. In summary, we are in an excellent position competitively with an expanding set of target market opportunities supported by an increasing array of power solutions and improving operational efficiency." Outlook Management expects revenues in the first quarter of 2006 to be approximately $21 million, including the restart of shipments of BA-5390 batteries to the U.S. military. Management projects operating income will be in the range of $750,000 in the first quarter, excluding any impact from the expensing of stock options pursuant to the adoption of FAS 123R. The company projects its first quarter non-cash expense related to stock options will be approximately $250,000. For the full year, the company anticipates quarterly growth resulting in revenue of at least $90 million. Growth above $90 million will depend on a number of factors, including the pace at which the military transitions to manganese dioxide technology, and further expansion in commercial markets. 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 and Australia, among others. Ultralife's headquarters, principal manufacturing and research facilities are in Newark, New York, near Rochester. Ultralife Batteries (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 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 February 9, 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 #6857549, during the period starting at 1:00 p.m. ET February 9 and ending at 1:00 p.m. ET February 16, 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 Twelve-Month Periods Ended Periods Ended December December December December 31, 31, 31, 31, 2005 2004 2005 2004 ---- ---- ---- ---- Revenues: Non-rechargeable products $15,204 $14,913 $58,509 $87,899 Rechargeable products 2,391 2,418 10,067 8,071 Technology contracts 248 1,031 1,925 2,212 ------- ------- ------- ------- Total revenues 17,843 18,362 70,501 98,182 Cost of products sold: Non-rechargeable products 11,781 13,017 47,626 67,408 Rechargeable products 2,021 2,413 8,751 8,653 Technology contracts 371 886 1,866 1,819 ------- ------- ------- ------- Total cost of products sold 14,173 16,316 58,243 77,880 ------- ------- ------- ------- Gross margin 3,670 2,046 12,258 20,302 Operating expenses: Research and development 877 878 3,751 2,633 Selling, general, and administrative 2,664 2,789 11,409 10,771 Impairment of long lived assets - 1,803 - 1,803 ------- ------- ------- ------- Total operating expenses 3,541 5,470 15,160 15,207 ------- ------- ------- ------- Operating income /(loss) 129 (3,424) (2,902) 5,095 Other income (expense): Interest income 23 49 185 116 Interest expense (228) (189) (821) (598) Gain on fires - 214 - 214 Write-off of UTI investment and note receivable - - - (3,951) Miscellaneous (115) 320 (318) 352 ------- ------- ------- ------- (Loss)/income before income taxes (191) (3,030) (3,856) 1,228 ------- ------- ------- ------- Income tax provision-current - 54 3 32 Income tax (benefit)/provision- deferred (151)(21,136) 486 (21,136) ------- ------- ------- ------- Total income taxes (151)(21,082) 489 (21,104) ------- ------- ------- ------- Net (loss)/income $(40)$18,052 $(4,345) $22,332 ======= ======= ======= ======= (Loss)/earnings per share - basic $(0.00) $1.26 $(0.30) $1.59 ======= ======= ======= ======= (Loss)/earnings per share - diluted $(0.00) $1.20 $(0.30) $1.48 ======= ======= ======= ======= Weighted average shares outstanding - basic 14,727 14,288 14,551 14,087 ======= ======= ======= ======= Weighted average shares outstanding - diluted 14,727 15,000 14,551 15,074 ======= ======= ======= ======= ULTRALIFE BATTERIES, INC. CONSOLIDATED BALANCE SHEETS (In Thousands, Except Per Share Amounts) (unaudited) - ---------------------------------------------------------------------- December December 31, 31, ASSETS 2005 2004 ---- ---- Current assets: Cash and investments $ 3,214 $11,529 Trade accounts receivable, net 10,965 8,585 Inventories 19,446 13,938 Prepaid expenses and other current assets 5,768 6,131 -------- -------- Total current assets 39,393 40,183 Property and equipment 19,931 20,202 Other assets 22,363 20,749 -------- -------- Total Assets $81,687 $81,134 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt and current portion of long-term debt $ 7,715 $ 2,390 Accounts payable 5,218 3,545 Other current liabilities 5,481 3,603 -------- -------- Total current liabilities 18,414 9,538 -------- -------- Long-term liabilities: Long-term debt and capital lease obligations 25 7,215 Other long-term liabilities 1,141 756 -------- -------- Total long-term liabilities 1,166 7,971 -------- -------- Shareholders' equity: Common stock, par value $0.10 per share 1,547 1,502 Capital in excess of par value 130,530 127,299 Accumulated other comprehensive income (1,054) (605) Accumulated deficit (66,538) (62,193) -------- -------- 64,485 66,003 Less --Treasury stock, at cost 2,378 2,378 -------- -------- Total shareholders' equity 62,107 63,625 -------- -------- Total Liabilities and Shareholders' Equity $81,687 $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 -----END PRIVACY-ENHANCED MESSAGE-----