ULTRALIFE BATTERIES INC
10-Q, 1998-05-15
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.20549

                                    FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

                                       or

     [ ] Transition report pursuant to section 13 or 15(d) of the Securities
               Exchange Act of 1934 for the transition period from

                      ________________ to ________________

                         Commission file number 0-20852

                            ULTRALIFE BATTERIES, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                        16-1387013
(State or other jurisdiction of                        (I.R.S. employer 
 incorporation or organization)                       Identification No.) 

                   1350 Route 88 South, Newark, New York 14513
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (315)-332-7100
              (Registrant's telephone number, including area code)

________________________________________________________________________________
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                             Yes __X__     No _____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common stock, $.10 par value - 7,983,286 shares outstanding as of May 4, 1998.

<PAGE>

                            ULTRALIFE BATTERIES, INC.
                                      INDEX
 ------------------------------------------------------------------------------

                                                                           Page
                                                                           ----
PART I FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheets -
         March 31, 1998 and June 30, 1997.................................. 3

        Condensed Consolidated Statements of Operations -
         Three months and nine months ended
         March 31, 1998 and 1997 .......................................... 4

        Condensed  Consolidated  Statements  of Cash Flows -
         Nine months ended March 31, 1998 and 1997 ........................ 5

        Notes to Condensed Consolidated Financial Statements .............. 6-8

Item 2. Management's Discussion and Analysis of
         Financial Condition and Results of Operations .................... 9-12

PART II OTHER INFORMATION

SIGNATURES ................................................................  13


                                       -2-

<PAGE>

PART I FINANCIAL INFORMATION
Item 1. Financial Statements

                            ULTRALIFE BATTERIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                              As of March 31, 1998
                                   (Unaudited)
- --------------------------------------------------------------------------------


                                                  Mar. 31, 1998   June 30, 1997
                                                  -------------   -------------
ASSETS

Current Assets
   Cash and Cash Equivalents                       $  1,239,034    $  2,310,725
   Available-for-sale securities                     11,023,045      19,847,201
   Accounts Receivable, net                           1,979,032       2,715,728
   Inventory                                          3,575,403       5,302,752
   Prepaid Expenses and Other Current Assets          2,406,226       1,661,655
                                                   ------------    ------------
         Total Current Assets                        20,222,740      31,838,061

Net Property, Plant & Equipment                      28,302,801      18,873,695

Purchased Technology                                    608,349         683,347
                                                   ------------    ------------

             Total Assets                          $ 49,133,890    $ 51,395,103
                                                   ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                                $  3,569,881    $  2,659,547
   Capital Lease Obligation                              50,000            --
   Customer Advances                                  1,270,666       1,636,433
   Other Liabilities                                  1,689,676         336,242
                                                   ------------    ------------
         Total Current Liabilities                    6,580,223       4,632,222

Long Term Liabilities
   Capital Lease Obligation                             197,000            --
                                                   ------------    ------------
         Total Long Term Liabilities                    197,000            --

Shareholders' Equity
   Capital Stock - Par Value                            800,670         795,360
   Additional Paid In Capital                        65,284,947      64,785,814
   Unrealized Gain on Investments                     1,698,803       1,311,343
   Accumulated deficit                              (25,193,027)    (20,115,175)
   Foreign Currency Translation Adjustment               67,998         291,041
                                                   ------------    ------------
         Total Shareholders' Equity                  42,659,391      47,068,383

         Less: Treasury Stock, at Cost                 (302,724)       (305,502)
                                                   ------------    ------------

      Total Liabilities and Shareholders' Equity   $ 49,133,890    $ 51,395,103
                                                   ============    ============


                                      -3-
<PAGE>

                            ULTRALIFE BATTERIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           Third Quarter, Fiscal 1998
                                   (Unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

Three Months Ended March 31,                                           Nine month Ended March 31,
- ----------------------------                                          ----------------------------
    1998            1997                                                  1998            1997 
- ------------    ------------                                          ------------    ------------
<C>             <C>             <S>                                   <C>             <C>         
                                Revenues:
$  3,064,998    $  4,140,855       Battery sales                      $ 10,637,847    $ 11,584,874
     394,547         240,330       Technology contracts                  1,820,523         834,077
- ------------    ------------                                          ------------    ------------
   3,459,545       4,381,185       Total revenue                        12,458,370      12,418,951
                                
                                Cost of Products Sold:
   2,326,454       4,033,791       Battery costs                         9,116,526      11,159,669
     306,196         211,016       Technology contracts                  1,566,743         705,503
- ------------    ------------                                          ------------    ------------

   2,632,650       4,244,807       Total cost of products sold          10,683,269      11,865,172
- ------------    ------------                                          ------------    ------------
                                
     826,895         136,378    Gross Profit                             1,775,101         553,779
                                
   2,179,696         945,977    Research & Development                   4,943,484       2,733,225
   1,417,151       1,432,180    Selling & Administrative                 4,030,215       4,218,865
        --           605,296    Loss on China Development Program             --           605,296
    (416,724)        137,700    Loss (gain) on fires                    (1,612,151)        137,700
- ------------    ------------                                          ------------    ------------
   3,180,123       3,121,153    Total Operating Expenses                 7,361,548       7,695,086
- ------------    ------------                                          ------------    ------------
  (2,353,228)     (2,984,775)   Operating Loss                          (5,586,447)     (7,141,307)
                                
     106,196         284,334    Interest Income                            533,398       1,085,212
      (3,023)           --      Miscellaneous                              (24,799)           --   
- ------------    ------------                                          ------------    ------------
$ (2,250,055)   $ (2,700,441)   Net Loss                              $ (5,077,848)   $ (6,056,095)
============    ============                                          ============    ============
                                
$      (0.28)   $      (0.34)   Loss Per Share                        $      (0.64)   $      (0.76)
============    ============                                          ============    ============
                                
   7,985,036       7,922,211    Weighted Average Shares Outstanding      7,995,855       7,923,276

</TABLE>


                                      -4-
<PAGE>

                            ULTRALIFE BATTERIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           Third Quarter, Fiscal 1998
                                   (Unaudited)
- --------------------------------------------------------------------------------

                                                    Nine Months Ended March 31,
                                                    ---------------------------
                                                        1998           1997
                                                    ------------   ------------

OPERATING ACTIVITIES
Net loss                                            $ (5,077,848)  $ (6,056,095)
Adjustments to reconcile net loss
  to net cash provided by operating activities:
Depreciation and amortization                            895,387        828,116
Loss on China development program                           --          283,500
Foreign currency loss                                       --          (20,316)
Changes in operating assets and liabilities:
  Decrease in accounts receivable                        736,696      1,014,544
  Decrease in inventories                              1,727,349      2,295,631
  Increase in prepaid expenses
    and other current assets                            (744,571)      (814,276)
  Increase in accounts payable
    and other current liabilities                      1,898,001        669,246
                                                    ------------   ------------
Net cash used in operating activities                   (564,986)    (1,799,650)
                                                    ------------   ------------
INVESTING ACTIVITIES
Purchase of property and equipment                   (10,002,495)    (6,947,314)
Purchase of securities                               (74,188,407)   (34,830,729)
Sales of securities                                   73,276,081     13,140,094
Maturities of securities                              10,126,716     31,284,229
                                                    ------------   ------------
Net cash provided by (used in) investing activities     (788,105)     2,646,280
                                                    ------------   ------------

FINANCING ACTIVITIES
Proceeds from issuance of common stock                   504,443        119,126
Purchase  treasury stock                                    --         (305,508)
                                                    ------------   ------------
Net cash provided by (used in) financing activities      504,443       (186,382)
                                                    ------------   ------------

Effect of exchange rate changes on cash                 (223,043)          --
                                                    ------------   ------------

Increase (Decrease) in cash and cash equivalents      (1,071,691)       660,248

Cash and cash equivalents at beginning of period       2,310,725      1,212,743
                                                    ------------   ------------
Cash and cash equivalents at end of period          $  1,239,034   $  1,872,991
                                                    ============   ============

Supplemental schedule of noncash investing and financing activities:

The Company issued 250 shares of treasury stock to a third party for
professional services during the nine months ending March 31, 1998.

A capital lease obligation of $647,000 was incurred when the Company entered
into a capital lease for land and buildings. $400,000 was paid at the time of
lease inception, resulting in a balance of $247,000 to be paid over 10 years.`


                                      -5-
<PAGE>

                            ULTRALIFE BATTERIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.  BASIS OF PRESENTATION

        In the opinion of the Company, the accompanying unaudited condensed
    consolidated financial statements contain all adjustments,which are of a
    normal recurring nature, necessary to present fairly the financial position
    at March 31, 1998 and the results of operations for the three month and nine
    month periods ended March 31, 1998 and 1997 and cash flows for the nine
    month periods ended March 31, 1998 and 1997. The results of operations and
    cash flows for the three months and nine months ended March 31,1998 are not
    necessarily indicative of the results to be expected for the entire year.
    The Financial Statements and Management's Discussion and Analysis of
    Financial Condition and Results of Operations should be read in conjunction
    with the Company's financial statements for the year ended June 30, 1997,
    filed on Form 10-K on October 14, 1997.

2.  NET LOSS PER SHARE

        Net loss per share is calculated by dividing net loss by the weighted
    average number of common shares outstanding during the period; common stock
    options have not been included since their inclusion would be antidilutive.

3.  NEW ACCOUNTING PRONOUNCEMENTS

        The Company accounts for net loss per common share in accordance with
    the provisions of Statement of Financial Accounting Standards No.128 (SFAS
    No. 128), "Earnings Per Share". SFAS No. 128 replaces primary Earnings Per
    Share (EPS) with basic EPS. Basic EPS is computed by dividing reported
    earnings available to common stockholders by weighted average shares
    outstanding. No dilution for common share equivalents is included. Diluted
    EPS is still required. The Company is required to adopt SFAS No. 128
    retroactively for periods ending after December 15, 1997. On a pro forma
    basis, basic EPS and diluted EPS for the three months ended March 31, 1998
    and March 31, 1997 and the nine months ended March 31, 1998 and March 31,
    1997 were $(0.28), $(0.34), $(0.64), and $(0.76), respectively, the same as
    reported EPS.

4.  INVENTORIES

        Inventories are stated at the lower of cost or market with cost
    determined under the first-in, first-out (FIFO) method. The composition of
    inventories were: :

                                                June 30, 1997   March 31, 1998
                                                ------------------------------

    Raw materials                                 $2,993,858      $1,950,368
    Work in process                                  547,468       1,569,562
    Finished products                              2,647,345         963,270
                                                  ----------      ----------
                                                   6,188,671       4,483,200
    Less: Reserve for obsolescence                   885,919         907,797
                                                  ----------      ----------
                                                  $5,302,752      $3,575,403
                                                  ----------      ----------


                                      -6-
<PAGE>

5.  PROPERTY AND EQUIPMENT

        Property and equipment is stated at cost. Depreciation and amortization
    is computed using the straight-line method over the estimated useful lives
    of three to ten years. Betterments, renewals and extraordinary repairs that
    extend the life of the assets are capitalized. Other repairs and maintenance
    costs are expensed. When sold, the cost and accumulated depreciation
    applicable to assets retired are removed from the accounts and the gain or
    loss on disposition is recognized in income.

6.  COMMITMENTS and CONTINGENCIES

    a.  China Program

        In July 1992, the Company entered into several agreements related to the
    establishment of a manufacturing facility in Changzhou, China, for the
    production and distribution in and from China of 2/3A lithium primary
    batteries. Changzhou Ultra Power Battery Co., Ltd, a company organized in
    China ("China Battery"), purchased from the Company certain technology,
    equipment, training and consulting services relating to the design and
    operation of a lithium battery manufacturing plant. China Battery was
    required to pay approximately $6.0 million to the Company over the first two
    years of the agreement, of which approximately $5.6 million has been paid to
    date. The Company has been attempting to collect the balance due under this
    contract. China Battery has indicated that these payments will not be made
    until certain contractual issues have been resolved. Due to China Battery's
    questionable willingness to pay, the Company wrote off in fiscal 1997 the
    entire balance owed to the Company as well as the Company's investment
    aggregating $805,000. Since China Battery has not purchased technology,
    equipment, training or consulting services from the Company to produce
    batteries other than 2/3A lithium batteries, the Company does not believe
    that China Battery has the capacity to become a competitor of the Company.
    The Company does not anticipate that the manufacturing or marketing of 2/3A
    lithium batteries will be a substantial portion of its product line in the
    future. However, in December 1997, China Battery sent to the Company a
    letter demanding reimbursement of an unspecified amount of losses they have
    incurred plus a refund for certain equipment that the Company sold to China
    Battery. The Company has attempted to initiate negotiations to resolve the
    dispute. However, an agreement has not yet materialized. Although China
    Battery has not taken any additional steps, there can be no assurance that
    China Battery will not further pursue such a claim which, if successful,
    would have a material adverse effect on the Company's business, financial
    condition and results of operations. The Company believes that such a claim
    is without merit.

    b.  Legal Matters

        A company has filed a claim against the Company seeking amounts related
    to commissions and breach of good faith and fair dealings. The Company's
    counsel believes that an unfavorable outcome is unlikely in this matter.


                                       -7-

<PAGE>

            An individual has filed suit claiming the Company interfered with
        his opportunity to purchase Dowty Group, PLC (now the Company's U.K.
        subsidiary). The claim amounts to $25 million. The Company believes that
        the claim is without merit and the Company intends to vigorously defend
        its position. At this time, the outcome of this suit is uncertain. An
        unfavorable outcome of this suit may have a material adverse impact on
        the Company's financial position and results of operations.

            A company has alleged infringement of two patents concerning
        technology incorporated into the Company's rechargeable batteries. The
        Company's counsel has stated, in its opinion, an unfavorable outcome is
        remote.

7.  LONG TERM DEBT

        The Company has entered into a lease/purchase with respect to the
    building it now occupies and an adjacent building in Newark, New York,
    including surrounding land. Pursuant to the lease, the Company has delivered
    a down payment in the amount of $400,000 and is obligated to pay annual
    installments against the lease obligation as follows: $50,000 until December
    2001, decreasing to approximately $28,000 for the period commencing December
    2001 and ending December 2007. Upon expiration of the lease in 2007, the
    Company is entitled to purchase the facilities for $1.

8.  SUBSEQUENT EVENT

        Subsequent to March 31, 1998 the Company completed a public offering for
    2,500,000 shares of common stock at a price of $12.50. Net proceeds were
    approximately $28,900,000 after deducting underwriting discounts and
    commissions and estimated offering expenses


                                      -8-

<PAGE>

    The discussion and analysis below, and throughout this report, contains
forward-looking statements within the meaning of Section 27A of the Securities
and Exchange Act of 1933 and Section 21E of the Securities and Exchange Act of
1934. Actual results could differ materially from those projected or suggested
in the forward-looking statements.

    This Management's Discussion and Analysis of Financial Condition and Results
of Operations should be read in conjunction with the accompanying condensed
consolidated financial statements and notes thereto contained herein and the
Company's consolidated financial statements and notes thereto contained in the
Company's Annual Report on Form 10-K as of and for the year ended June 30, 1997.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Results of Operations

Three months ended March 31, 1998 and 1997

Revenues. Total revenues were $4,381,000 for the three months ended March 31,
1997 ("third quarter 1997") compared to $3,460,000 for the three months ended
March 31,1998 ("third quarter 1998"). Battery sales decreased from $4,141,000 in
the third quarter 1998 to $3,065,000 in the third quarter 1998. The decline in
battery sales was primarily due to lower sales in the Company's United Kingdom
subsidiary where sales declined from $1,899,000 in the third quarter 1997 to
$586,000 in the third quarter 1998. The decline in U.K. sales reflects the
suspension of high rate and seawater battery manufacturing operations following
the December 1996 fire and lower shipments of battery packages assembled for the
British Ministry of Defense. Partially offsetting the shortfall from UK
manufactured batteries was a gain in 9-volt battery sales which increased
approximately 58% during the third quarter 1998 over the same period last year.
The increase in 9-volt battery sales primarily reflects strong demand from smoke
detector original equipment manufacturers. Technology contracts sales increased
from $240,000 in the third quarter 1997 to $395,000 in the third quarter 1998.
The increase in technology contracts sales reflects increased progress on
programs that advance both primary and rechargeable battery technology.

      Cost of Products Sold. Cost of products sold decreased from $4,245,000 in
the third quarter 1997 to $2,633,000 in the third quarter 1998. Cost of products
sold as a percentage of sales decreased from approximately 97% of sales in the
third quarter 1997 to 76% in the third quarter 1998. Cost of batteries sold
decreased from $4,034,000, or 97% of sales, for the third quarter 1997 to
$2,326,000, or 76% of sales, for the third quarter 1998. The decrease in cost of
batteries sold as a percentage of revenue was principally the result of higher
sales of 9-volt batteries combined with improved operating efficiencies and
higher production levels of this product. Cost of products sold includes
$703,000 of insurance proceeds received by Ultralife UK offsetting current
overhead expenses resulting from lower production associated with suspended
manufacturing operations due to the December 1996 fire. Technology contracts
cost of sales increased from $211,000 in the third quarter 1997 to $306,000 in
the third quarter 1998. As a percentage of sales, technology contracts cost of
sales decreased from approximately 88% to


                                      -9-
<PAGE>

approximately 78% in the third quarter 1998. The decrease in technology contract
cost of sales as a percentage of revenue reflects a greater number of contracts
to absorb overhead expenses.

Operating Expenses. Operating expenses increased $3,121,000 in the third quarter
1997 to $3,180,000 in the third quarter 1998. Of the Company's operating
expenses, research and development expenses increased $1,234,000 from $946,000
in the third quarter 1997 to $2,180,000 in the third quarter 1998. Research and
development expenses increased as a result of the Company's efforts to improve
its production process and performance of its advanced rechargeable batteries.
Selling, general and administration expenses remained relatively unchanged,
decreasing $15,000 from $1,432,000 in the third quarter 1997 to $1,417,000 in
the third quarter 1998. Selling, general and administration expenses include
$144,000 of insurance proceeds offsetting incremental costs of operations
relating to the December 1996 fire of Ultralife UK. Total operating expenses
also decreased by $417,000 as a result of the receipt of insurance proceeds to
replace assets previously written off, also due to the December 1996 fire in the
UK.

Interest Income. Interest income decreased from $284,000 in the third quarter
1997 to $106,000 in the third quarter 1998. The decrease of interest income is
the result of lower average balance invested since the Company used cash and
investments to fund operations and capital equipment additions for high volume
production of rechargeable batteries.

Net Losses. Net losses decreased $450,000 from $2,700,000 in the third quarter
1997 to $2,250,000 in the third quarter 1998, primarily as a result of the
reasons described above.

Nine Months Ended March 31, 1998 and 1997

Revenues. Total revenues were $12,419,000for the nine months ended March 31,
1997 ("year to date 1997") to $12,458,000 for the nine months ended March 31,
1998 ("year to date 1998"). Battery sales decreased from $11,585,000 year to
date 1997 to $10,638,000 year to date 1998. The decline in battery sales was
primarily due to lower sales in the Company's U.K. subsidiary due to the
suspension of high rate and seawater battery manufacturing operations following
the December 1996 fire and lower shipments of battery packages assembled for the
British Ministry of Defense. Sales of 9-volt batteries increased approximately
32% from year to date 1997 to year to date 1998 and partially offset the
shortfall from U.K. manufactured batteries. Technology contract sales increased
from $834,000 year to date 1997 to $1,821,000 year to date 1998. The increase in
technology contract sales is primarily attributable to the Company's agreement
with Mitsubishi Electric America to develop advanced rechargeable batteries for
a new notebook computer.

Cost of Products Sold. Cost of products sold decreased from $11,865,000 year to
date 1997 to $10,683,000 year to date 1998. Cost of products sold as a
percentage of sales decreased from approximately 96% of sales year to date 1997
to 86% of sales year to date 1998. Cost of batteries sold decreased from
$11,160,000, or 96% of sales, year to date 1997 to $9,117,000, or 86% of sales,
year to date 1998. The decrease in cost of batteries sold as a


                                      -10-
<PAGE>

percentage of sales was primarily the result of increased sales of 9 volt
batteries combined with higher production volumes and improved operating
efficiencies. Cost of products sold includes $1,628,000 of insurance proceeds
received by Ultralife U.K. offsetting overhead expenses resulting from lower
production associated with suspended manufacturing operations due to the
December 1996 fire. Technology contracts cost of sales increased from $706,000,
or 85% of sales, year to date 1997 to $1,567,000, or 86% of sales, year to date
1998. The increased technology contracts cost of sales primarily reflects an
increase in the volume of work being performed year to date 1998.

Operating Expenses. Operating expenses decreased from $7,695,000 year to date
1997 to $7,362,000 year to date 1998. Of the Company's operating expenses,
research and development expenses increased $2,210,000 from $2,733,000 year to
date 1997 to $4,943,000 year to date 1998. Research and development expenses
increased as a result of the Company's efforts to improve its production process
and performance of its advanced rechargeable batteries. Selling, general and
administration expenses declined $189,000 from $4,219,000 year to date 1997 to
$4,030,000 year to date 1998. This decrease was primarily due to incremental
costs of operations year to date 1997 in the U.K. following the December 1996
fire for which insurance proceeds had not yet been received. Insurance proceeds
have been received in the current year to offset similar incremental costs that
have amounted to $600,000 year to date 1998. Total operating expenses also
decreased by $1,612,000 as a result of the receipt of insurance proceeds to
replace assets previously written off due to the December 1996 fire in the U.K.

Interest Income. Interest income decreased from $1,085,000 year to date 1997 to
$533,000 year to date 1998. The decrease in interest income is the result of
lower average balances invested since the Company used cash and investments to
fund operations and capital equipment additions primarily for high volume
production of rechargeable batteries.

Net Losses. Net losses decreased $978,000 from $6,056,000, or $0.76 per share
year to date 1997 to $5,078,000, or $0.64 per share year to date 1998 primarily
as a result of the reasons described above.

Liquidity and Capital Resources

As of March 31, 1998 cash, cash equivalents and available for sale investments
totaled $12,262,000. The Company used $565,000 of cash from operations during
the nine months ended March 31, 1998. This is the net result of net losses and
increased prepaid and other current assets year to date 1998 offset by
depreciation expense, reductions in inventories and accounts receivable, and
increased accounts payable and other current liabilities. Additionally, the
Company spent $10,002,000 of cash year to date 1998 to purchase machinery and
equipment, primarily for the expansion of facilities to produce rechargeable
batteries and to reinstate the Company's UK subsidiary following the December
1996 fire.


                                      -11-
<PAGE>

Subsequent to March 31, 1998 the Company completed a public offering for
2,500,000 share of common stock at a price of $12.50. Net proceeds were
approximately $28,900,000 after deducting underwriting discounts and commissions
and estimated offering expenses.

The Company has a nominal amount of long-term debt associated with the
lease/purchase agreement of the Company's Newark facility. A limited line of
credit in the amount of $370,000 is maintained by Ultralife UK for short-term
working capital requirements. However, with sales growth and expansion, the
Company will explore normal working capital lines of credit. The Company's
current financial position is adequate to support its financial requirements for
the near future.


                                      -12-
<PAGE>

SIGNATURES

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 thereunto duly authorized.


                                          ULTRALIFE BATTERIES, INC.
                                               (Registrant)


   Date:  March 14, 1998         By:/s/ Bruce Jagid
                                   ----------------
                                        Bruce Jagid
                                        Chief Executive Officer


   Date:  March 14, 1998         By:/s/ Frederick F. Drulard
                                    ------------------------
                                        Frederick F. Drulard
                                        Vice President, Finance & Administration


                                      -13-


<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-START>                                 JUL-01-1998
<PERIOD-END>                                   MAR-31-1998
<CASH>                                           1,239,034
<SECURITIES>                                    11,023,045
<RECEIVABLES>                                    2,230,965
<ALLOWANCES>                                       251,933
<INVENTORY>                                      3,575,403
<CURRENT-ASSETS>                                20,222,740
<PP&E>                                          28,302,801
<DEPRECIATION>                                   3,430,562
<TOTAL-ASSETS>                                  49,133,890
<CURRENT-LIABILITIES>                            6,580,223
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                           800,670
<OTHER-SE>                                      41,555,997
<TOTAL-LIABILITY-AND-EQUITY>                    49,133,890
<SALES>                                         12,458,370
<TOTAL-REVENUES>                                12,458,370
<CGS>                                           10,683,269
<TOTAL-COSTS>                                   10,683,269
<OTHER-EXPENSES>                                 7,361,548
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                (533,398)
<INCOME-PRETAX>                                 (5,077,848)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                             (5,077,848)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
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