##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 28, 2010
 or
 o
    
    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 CORPORATION
  Delaware
    
    16-1387013(State or other jurisdiction
    
    (I.R.S. Employer Identification No.)of incorporation or organization)
 2000 Technology Parkway, Newark, New York
    
    14513(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ




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##### 



PagePART I FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets -
March 28, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations -
Three-month periods ended March 28, 2010 and March 29, 2009
    
    
    4Condensed Consolidated Statements of Cash Flows -
Three-month periods ended March 28, 2010 and March 29, 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures
About Market Risk
    
    
    37Item 4. Controls and Procedures
    
    
    37PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    38Item 6. Exhibits
    
    
    39Signatures
    
    
    40Index to Exhibits
    
    
    41Exhibit 10.9Exhibit 31.1Exhibit 31.2Exhibit 32
   2




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March 28,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,700
    
    
    $
    6,094Restricted cash
    
    
    447
    
    
    
    Trade accounts receivable (less allowance for doubtful accounts
of $744 at March 28, 2010 and $1,024 at December 31, 2009)
    
    
    26,264
    
    
    
    32,449Inventories
    
    
    34,009
    
    
    
    35,503Deferred tax asset  current
    
    
    288
    
    
    
    288Prepaid expenses and other current assets
    
    
    1,848
    
    
    
    1,624Total current assets
    
    
    66,556
    
    
    
    75,958Property, plant and equipment, net
    
    
    15,879
    
    
    
    16,648Other assets:Goodwill
    
    
    25,280
    
    
    
    25,436Intangible assets, net
    
    
    12,620
    
    
    
    13,064Security deposits and other long-term assets
    
    
    351
    
    
    
    6038,251
    
    
    
    38,560Total Assets
    
    $
    120,686
    
    
    $
    131,166LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    11,502
    
    
    $
    19,082Accounts payable
    
    
    14,622
    
    
    
    19,177Income taxes payable
    
    
    51
    
    
    
    28Other current liabilities
    
    
    11,167
    
    
    
    9,847Total current liabilities
    
    
    37,342
    
    
    
    48,134Long-term liabilities:Debt and capital lease obligations
    
    
    225
    
    
    
    267Deferred tax liability  long-term
    
    
    4,182
    
    
    
    4,100Other long-term liabilities
    
    
    540
    
    
    
    551Total long-term liabilities
    
    
    4,947
    
    
    
    4,918Commitments and contingencies (Note 11)Shareholders equity:Ultralife equity:Preferred stock, par value $0.10 per share, authorized 1,000,000 shares;
none issued and outstanding
    
    
    
    
    
    
    Common stock, par value $0.10 per share, authorized 40,000,000 shares;
issued - 18,379,763 at March 28, 2010 and 18,384,916 at December 31, 2009
    
    
    1,839
    
    
    
    1,831Capital in excess of par value
    
    
    169,377
    
    
    
    169,064Accumulated other comprehensive loss
    
    
    (1,590
    )
    
    
    (1,256
    )Accumulated deficit
    
    
    (83,734
    )
    
    
    (84,021
    )85,892
    
    
    
    85,618Less Treasury stock, at cost  1,358,507 shares outstanding
    
    
    7,558
    
    
    
    7,558Total Ultralife equity
    
    
    78,334
    
    
    
    78,060Noncontrolling interest
    
    
    63
    
    
    
    54Total shareholders equity
    
    
    78,397
    
    
    
    78,114Total Liabilities and Shareholders Equity
    
    $
    120,686
    
    
    $
    131,166
   3




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Three-Month Periods EndedMarch 28,
    
    
    March 29,2010
    
    
    2009Revenues
    
    $
    38,507
    
    
    $
    39,803Cost of products sold
    
    
    28,749
    
    
    
    32,022Gross margin
    
    
    9,758
    
    
    
    7,781Operating expenses:Research and development (including $145 and $110
respectively, of amortization of intangible assets)
    
    
    1,728
    
    
    
    1,980Selling, general, and administrative (including $350 and $231
respectively, of amortization of intangible assets)
    
    
    7,176
    
    
    
    8,058Total operating expenses
    
    
    8,904
    
    
    
    10,038Operating income (loss)
    
    
    854
    
    
    
    (2,257
    )Other income (expense):Interest income
    
    
    3
    
    
    
    3Interest expense
    
    
    (497
    )
    
    
    (182
    )Miscellaneous
    
    
    41
    
    
    
    11Income (loss) before income taxes
    
    
    401
    
    
    
    (2,425
    )Income tax provision-current
    
    
    24
    
    
    
    2Income tax provision-deferred
    
    
    81
    
    
    
    89Total income taxes
    
    
    105
    
    
    
    91Net income (loss)
    
    
    296
    
    
    
    (2,516
    )Net (income) loss attributable to noncontrolling interest
    
    
    (9
    )
    
    
    4Net income (loss) attributable to Ultralife
    
    $
    287
    
    
    $
    (2,512
    )Net income (loss) attributable to Ultralife common
shareholders  basic
    
    $
    0.02
    
    
    $
    (0.15
    )Net income (loss) attributable to Ultralife common
shareholders  diluted
    
    $
    0.02
    
    
    $
    (0.15
    )Weighted average shares outstanding  basic
    
    
    16,995
    
    
    
    17,115Weighted average shares outstanding  diluted
    
    
    16,999
    
    
    
    17,115
   4




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Three-Month Periods EndedMarch 28,
    
    
    March 29,2010
    
    
    2009OPERATING ACTIVITIESNet income (loss)
    
    $
    296
    
    
    $
    (2,516
    )Adjustments to reconcile net income (loss)
to net cash used in operating activities:Depreciation and amortization of financing fees
    
    
    1,004
    
    
    
    942Amortization of intangible assets
    
    
    495
    
    
    
    341Loss on asset disposal
    
    
    9
    
    
    
    Foreign exchange gain
    
    
    (25
    )
    
    
    (14
    )Impairment of long-lived assets
    
    
    35
    
    
    
    Non-cash stock-based compensation
    
    
    321
    
    
    
    536Changes in deferred income taxes
    
    
    81
    
    
    
    89Changes in operating assets and liabilities, net of
effects from acquisitions:Accounts receivable
    
    
    6,143
    
    
    
    (1,361
    )Inventories
    
    
    1,394
    
    
    
    (5,286
    )Prepaid expenses and other current assets
    
    
    (556
    )
    
    
    46Income taxes payable
    
    
    23
    
    
    
    (567
    )Accounts payable and other liabilities
    
    
    (3,124
    )
    
    
    1,075Net cash provided from (used in) operating activities
    
    
    6,096
    
    
    
    (6,715
    )INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (164
    )
    
    
    (393
    )Proceeds from asset disposal
    
    
    15
    
    
    
    Change in restricted cash
    
    
    (447
    )
    
    
    Payments for acquired companies, net of cash acquired
    
    
    (137
    )
    
    
    (6,763
    )Net cash used in investing activities
    
    
    (733
    )
    
    
    (7,156
    )FINANCING ACTIVITIESNet change in revolving credit facilities
    
    
    (7,451
    )
    
    
    16,600Proceeds from issuance of common stock
    
    
    
    
    
    
    242Principal payments on debt and capital lease obligations
    
    
    (171
    )
    
    
    (612
    )Purchase of treasury stock
    
    
    
    
    
    
    (3,326
    )Net cash provided from (used in) financing activities
    
    
    (7,622
    )
    
    
    12,904Effect of exchange rate changes on cash
    
    
    (135
    )
    
    
    32Change in cash and cash equivalents
    
    
    (2,394
    )
    
    
    (935
    )Cash and cash equivalents at beginning of period
    
    
    6,094
    
    
    
    1,878Cash and cash equivalents at end of period
    
    $
    3,700
    
    
    $
    943SUPPLEMENTAL CASH FLOW INFORMATIONCash paid for income taxes
    
    $
    
    
    
    $
    605Cash paid for interest
    
    $
    257
    
    
    $
    136Noncash investing and financing activities:Purchase of property and equipment via notes payable
    
    $
    
    
    
    $
    102
   5




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1.
    
    BASIS OF PRESENTATION
     2.
    
    ACQUISITIONS AND JOINT VENTURES
 2009 Activity
  AMTI TM Brand
    6




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ASSETSCurrent assets:Cash
    
    $
    Trade accounts receivable, net
    
    
    693Inventories
    
    
    2,534Total current assets
    
    
    3,227Property, plant and equipment, net
    
    
    339Goodwill
    
    
    1,033Intangible Assets:Trademarks
    
    
    450Patents and Technology
    
    
    800Customer Relationships
    
    
    970Total assets acquired
    
    
    6,819LIABILITIESCurrent liabilities:Accounts payable
    
    
    801Other current liabilities
    
    
    301Total current liabilities
    
    
    1,102Long-term liabilities:Other long-term liabilities
    
    
    Total liabilities assumed
    
    
    1,102Total Purchase Price
    
    $
    5,717
   7




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3.
    
    INVENTORIES
  March 28, 2010
    
    
    December 31, 2009Raw materials
    
    $
    19,482
    
    
    $
    19,743Work in process
    
    
    5,733
    
    
    
    6,044Finished goods
    
    
    8,794
    
    
    
    9,716$
    34,009
    
    
    $
    35,503
 4.
    
    PROPERTY, PLANT AND EQUIPMENT
  March 28, 2010
    
    
    December 31, 2009Land
    
    $
    123
    
    
    $
    123Buildings and leasehold improvements
    
    
    6,200
    
    
    
    6,127Machinery and equipment
    
    
    43,888
    
    
    
    43,996Furniture and fixtures
    
    
    1,843
    
    
    
    1,829Computer hardware and software
    
    
    3,389
    
    
    
    3,397Construction in progress
    
    
    1,148
    
    
    
    1,32456,591
    
    
    
    56,796Less: Accumulated depreciation
    
    
    40,712
    
    
    
    40,148$
    15,879
    
    
    $
    16,648
   8




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5.
    
    GOODWILL AND INTANGIBLE ASSETS
   Battery &
    
    
    Communications
    
    
    EnergyEnergy Products
    
    
    Systems
    
    
    Services
    
    
    TotalBalance at December 31, 2008
    
    $
    2,072
    
    
    $
    14,262
    
    
    $
    6,609
    
    
    $
    22,943Adjustments to purchase price
allocation
    
    
    
    
    
    
    838
    
    
    
    277
    
    
    
    1,115Acquisition of AMTI
    
    
    
    
    
    
    2,119
    
    
    
    
    
    
    
    2,119Effect of foreign currency
translations
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Balance at March 29, 2009
    
    
    2,071
    
    
    
    17,219
    
    
    
    6,886
    
    
    
    26,176Adjustments to purchase price
allocation
    
    
    
    
    
    
    (903
    )
    
    
    162
    
    
    
    (741
    )Effect of foreign currency
translations
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Balance at December 31, 2009
    
    
    2,072
    
    
    
    16,316
    
    
    
    7,048
    
    
    
    25,436Adjustments to purchase price
allocation
    
    
    
    
    
    
    (183
    )
    
    
    27
    
    
    
    (156
    )Balance at March 28, 2010
    
    $
    2,072
    
    
    $
    16,133
    
    
    $
    7,075
    
    
    $
    25,280
      9




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March 28, 2010AccumulatedGross Assets
    
    
    Amortization
    
    
    NetTrademarks
    
    $
    4,856
    
    
    $
    
    
    
    $
    4,856Patents and technology
    
    
    5,119
    
    
    
    2,995
    
    
    
    2,124Customer relationships
    
    
    9,822
    
    
    
    4,292
    
    
    
    5,530Distributor relationships
    
    
    352
    
    
    
    242
    
    
    
    110Non-compete agreements
    
    
    393
    
    
    
    393
    
    
    
    Total intangible assets
    
    $
    20,542
    
    
    $
    7,922
    
    
    $
    12,620
 December 31, 2009AccumulatedGross Assets
    
    
    Amortization
    
    
    NetTrademarks
    
    $
    4,856
    
    
    $
    
    
    
    $
    4,856Patents and technology
    
    
    5,119
    
    
    
    2,852
    
    
    
    2,267Customer relationships
    
    
    9,772
    
    
    
    3,972
    
    
    
    5,800Distributor relationships
    
    
    352
    
    
    
    215
    
    
    
    137Non-compete agreements
    
    
    393
    
    
    
    389
    
    
    
    4Total intangible assets
    
    $
    20,492
    
    
    $
    7,428
    
    
    $
    13,064
   6.
    
    DEBT
   10




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Excess Availability
    
    LIBOR Rate PlusGreater than $10,000
    
    
    4.00
    %Greater than
$7,500 but less than or equal to $10,000
    
    
    4.25
    %Greater than $5,000 but less than or equal to $7,500
    
    
    4.50
    %Greater than $3,000 but less than or equal to $5,000
    
    
    4.75
    %
     11




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7.
    
    SHAREHOLDERS EQUITY
             13




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Three-Month Periods EndedMarch 28,
    
    
    March 29,2010
    
    
    2009Risk-free interest rate
    
    
    2.11
    %
    
    
    1.24
    %Volatility factor
    
    
    79.75
    %
    
    
    67.65
    %Dividends
    
    
    0.00
    %
    
    
    0.00
    %Weighted average expected life (years)
    
    
    3.51
    
    
    
    3.57
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber
    
    
    Exercise Price
    
    
    Contractual
    
    
    Intrinsicof Shares
    
    
    Per Share
    
    
    Term
    
    
    ValueShares under option at January 1, 2010
    
    
    1,805,107
    
    
    $
    10.99Options granted
    
    
    248,500
    
    
    
    4.45Options exercised
    
    
    
    
    
    
    Options forfeited
    
    
    (32,165
    )
    
    
    6.06Options expired
    
    
    (130,585
    )
    
    
    12.79Shares under option at March 28, 2010
    
    
    1,890,857
    
    
    $
    10.09
    
    
    3.85 years
    
    $
    84Vested and expected to vest as of
March 28, 2010
    
    
    1,752,218
    
    
    $
    10.38
    
    
    3.72 years
    
    $
    70Options exercisable at March 28, 2010
    
    
    1,120,710
    
    
    $
    12.96
    
    
    2.48 years
    
    $
    
  14




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Three-MonthPeriod EndedMarch 29, 2009Number of shares awarded
    
    
    16,286Weighted average fair value per share
    
    $
    11.33Aggregate total value
    
    $
    185
  Weighted AverageNumber of Shares
    
    
    Grant Date Fair ValueUnvested at December 31, 2009
    
    
    46,527
    
    
    $
    11.42Granted
    
    
    
    
    
    
    Vested
    
    
    (9,944
    )
    
    
    12.69Forfeited
    
    
    (26,500
    )
    
    
    10.74Unvested at March 28, 2010
    
    
    10,083
    
    
    $
    11.96
   15




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8.
    
    INCOME TAXES
    Three-Month Periods EndedMarch 28,
    
    
    March 29,2010
    
    
    2009Income (Loss) before Incomes Taxes (a)
    
    $
    401
    
    
    $
    (2,425
    )Total Income Tax Provision (b)
    
    $
    105
    
    
    $
    91Effective Tax Rate (b/a)
    
    
    26.2
    %
    
    
    3.8
    %
     16




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9.
    
    EARNINGS PER SHARE
    Three-Month Periods EndedMarch 28, 2010
    
    
    March 29, 2009Net Income (Loss) attributable to Ultralife
    
    $
    287
    
    
    $
    (2,512
    )Net Income (Loss) attributable to
participating securities (unvested
restricted stock awards) (36,000 and -0-
shares, respectively)
    
    
    1
    
    
    
    Net Income (Loss) attributable to Ultralife
common shareholders (a)
    
    
    286
    
    
    
    (2,512
    )Effect of Dilutive Securities:Convertible Notes Payable
    
    
    
    
    
    
    Net Income (Loss) attributable to Ultralife
common shareholders  Adjusted (b)
    
    $
    286
    
    
    $
    (2,512
    )Average
Common Shares Outstanding  Basic (c)
    
    
    16,995,000
    
    
    
    17,115,000Effect of Dilutive Securities:Stock Options / Warrants
    
    
    4,000
    
    
    
    Convertible Notes Payable
    
    
    
    
    
    
    Average
Common Shares Outstanding  Diluted (d)
    
    
    16,999,000
    
    
    
    17,115,000EPS  Basic (a/c)
    
    $
    0.02
    
    
    $
    (0.15
    )EPS  Diluted (b/d)
    
    $
    0.02
    
    
    $
    (0.15
    )
  17




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10.
    
    COMPREHENSIVE INCOME
  Three-Month Periods EndedMarch 28, 2010
    
    
    March 29, 2009Net income (loss) attributable to Ultralife
    
    $
    287
    
    
    $
    (2,512
    )Foreign currency translation adjustments
    
    
    (334
    )
    
    
    (54
    )Change in fair value of derivatives
    
    
    
    
    
    
    7Total comprehensive income (loss)
    
    $
    (47
    )
    
    $
    (2,559
    )
 11.
    
    COMMITMENTS AND CONTINGENCIES
     Balance at December 31, 2009
    
    $
    1,182Accruals for warranties issued
    
    
    (118
    )Settlements made
    
    
    (16
    )Balance at March 28, 2010
    
    $
    1,048
  18




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12.
    
    BUSINESS SEGMENT INFORMATION
   21




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Three-Month
Period Ended March 28, 2010
 Battery &Energy
    
    
    Communications
    
    
    EnergyProducts
    
    
    Systems
    
    
    Services
    
    
    Corporate
    
    
    TotalRevenues
    
    $
    23,403
    
    
    $
    13,066
    
    
    $
    2,038
    
    
    $
    
    
    
    $
    38,507Segment contribution
    
    
    4,936
    
    
    
    4,903
    
    
    
    (81
    )
    
    
    (8,904
    )
    
    
    854Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (494
    )
    
    
    (494
    )Miscellaneous
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    41Income taxes-current
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24
    )
    
    
    (24
    )Income taxes-deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81
    )
    
    
    (81
    )Non controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    (9
    )Net income attributable to Ultralife
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    287Total assets
    
    $
    48,896
    
    
    $
    46,271
    
    
    $
    17,222
    
    
    $
    8,297
    
    
    $
    120,686
 Three-Month
Period Ended March 29, 2009
 Battery &Energy
    
    
    Communications
    
    
    EnergyProducts
    
    
    Systems
    
    
    Services
    
    
    Corporate
    
    
    TotalRevenues
    
    $
    22,992
    
    
    $
    11,265
    
    
    $
    5,546
    
    
    $
    
    
    
    $
    39,803Segment contribution
    
    
    3,800
    
    
    
    3,616
    
    
    
    365
    
    
    
    (10,038
    )
    
    
    (2,257
    )Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (179
    )
    
    
    (179
    )Miscellaneous
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    11Income taxes-current
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (2
    )Income taxes-deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (89
    )
    
    
    (89
    )Non controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    4Net loss attributable to Ultralife
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (2,512
    )Total assets
    
    $
    60,085
    
    
    $
    56,700
    
    
    $
    19,520
    
    
    $
    4,885
    
    
    $
    141,190
 13.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS
  14.
    
    RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS
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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     General
    25




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Overview
     26




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Results of Operations
 Three-month periods ended March 28, 2010 and March 29, 2009
 Revenues.
     27




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Cost of Products Sold.
    Operating Expenses.
 Other Income (Expense).
  28




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Income Taxes.
 Three-Month Periods EndedMarch 28,
    
    
    March 29,2010
    
    
    2009Income (Loss) before Incomes Taxes (a)
    
    $
    401
    
    
    $
    (2,425
    )Total Income Tax Provision (b)
    
    $
    105
    
    
    $
    91Effective Tax Rate (b/a)
    
    
    26.2
    %
    
    
    3.8
    %
    Net Income (Loss) Attributable to Ultralife.
 Adjusted EBITDA
   29




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
    
    Adjusted EBITDA (1) does not reflect our cash expenditures or future requirements
for capital expenditures or contractual commitments; (2) does not reflect changes in,
or cash requirements for, our working capital needs; (3) does not reflect the
interest expense, or the cash requirements necessary to service interest or principal
payments, on our debt; (4) does not reflect income taxes or the cash requirements for
any tax payments; and (5) does not reflect all of the costs associated with operating
our business;
    
    although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized often will have to be replaced in the future, and Adjusted
EBITDA does not reflect any cash requirements for such replacements;
    
    while stock-based compensation is a component of cost of products sold and
operating expenses, the impact on our consolidated financial statements compared to
other companies can vary significantly due to such factors as assumed life of the
stock-based awards and assumed volatility of our common stock; and
    
    other companies may calculate Adjusted EBITDA differently than we do, limiting its
usefulness as a comparative measure.
  30




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Three-Month Periods EndedMarch 28,
    
    
    March 29,2010
    
    
    2009Net income (loss) attributable to
Ultralife
    
    $
    287
    
    
    $
    (2,512
    )Add: interest expense, net
    
    
    494
    
    
    
    179Add: income tax provision
    
    
    105
    
    
    
    91Add: depreciation expense
    
    
    1,004
    
    
    
    942Add: amortization expense
    
    
    495
    
    
    
    341Add: stock-based compensation expense
    
    
    321
    
    
    
    536Adjusted EBITDA
    
    $
    2,706
    
    
    $
    (423
    )
 Liquidity and Capital Resources
       31




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Debt Commitments
    Excess Availability
    
    LIBOR Rate PlusGreater than $10,000
    
    
    4.00
    %Greater than
$7,500 but less than or equal to $10,000
    
    
    4.25
    %Greater than $5,000 but less than or equal to $7,500
    
    
    4.50
    %Greater than $3,000 but less than or equal to $5,000
    
    
    4.75
    %
     32




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Equity Transactions
   Other Matters
      34




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Outlook
   Recent Accounting Pronouncements and Developments
     35




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Critical Accounting Policies
    36




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PART II OTHER INFORMATION
 
     38




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ExhibitIndex
    
    Description of Document
    
    Incorporated By Reference from:10.1
    
    
    Forbearance and Amendment
Number Two to Amended and
Restated Credit Agreement
as of January 22, 2010,
with the Lenders Party
Thereto and JPMorgan
Chase Bank, N.A. as
Administrative Agent
    
    Exhibit 10.32 of the Form 10-K
for the year ended December 31,
2009, filed March 16, 201010.2
    
    
    Credit Agreement with RBS
Business Capital, a
division of RBS Asset
Finance, Inc. dated as of
February 17, 2010
    
    Exhibit 10.33 of the Form 10-K
for the year ended December 31,
2009, filed March 16, 201010.3
    
    
    Revolving Credit Note
with RBS Business
Capital, a division of
RBS Asset Finance, Inc.
dated as of February 17,
2010
    
    Exhibit 10.34 of the Form 10-K
for the year ended December 31,
2009, filed March 16, 201010.4
    
    
    Form of Security
Agreement between RBS
Business Capital, a
division of RBS Asset
Finance, Inc. and each
of Ultralife Corporation,
McDowell Research Co.,
Inc., RedBlack
Communications, Inc. and
Stationary Power
Services, Inc. dated as
of February 17, 2010
    
    Exhibit 10.35 of the Form 10-K
for the year ended December 31,
2009, filed March 16, 201010.5
    
    
    Pledge and Security
Agreement in favor of RBS
Business Capital, a
division of RBS Asset
Finance, Inc. dated as of
February 17, 2010
    
    Exhibit 10.36 of the Form 10-K
for the year ended December 31,
2009, filed March 16, 201010.6
    
    
    Negative Pledge  Real
Property with RBS
Business Capital, a
division of RBS Asset
Finance, Inc. dated as of
February 17, 2010
    
    Exhibit 10.37 of the Form 10-K
for the year ended December 31,
2009, filed March 16, 201010.7
    
    
    Patents Security
Agreement with RBS
Business Capital, a
division of RBS Asset
Finance, Inc. dated as of
February 17, 2010
    
    Exhibit 10.38 of the Form 10-K
for the year ended December 31,
2009, filed March 16, 201010.8
    
    
    Trademark Security
Agreement with RBS
Business Capital, a
division of RBS Asset
Finance, Inc. dated as of
February 17, 2010
    
    Exhibit 10.39 of the Form 10-K
for the year ended December 31,
2009, filed March 16, 201010.9
    
    
    Amendment No. 2 to the
Asset Purchase Agreement
dated October 31, 2008 by
and among U.S. Energy
Systems, Inc., Ken
Cotton, Shawn OConnell,
Simon Baitler, and the
Registrant and Stationary
Power Services, Inc.
dated April 27, 2010
    
    Filed herewith31.1
    
    
    CEO 302 Certifications
    
    Filed herewith31.2
    
    
    CFO 302 Certifications
    
    Filed herewith32
    
    
    906 Certifications
    
    Filed herewith
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ULTRALIFE CORPORATION
(Registrant)Date: May 7, 2010
    By:
    /s/ John D. KavazanjianJohn D. KavazanjianPresident and Chief Executive Officer
(Principal Executive Officer)Date: May 7, 2010
    By:
    /s/ Philip A. FainPhilip A. FainChief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)  40




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10.9
    
    
    Amendment No. 2 to the Asset Purchase Agreement dated October 31, 2008 by and
among U.S. Energy Systems, Inc., Ken Cotton, Shawn OConnell, Simon Baitler, and the
Registrant and Stationary Power Services, Inc. dated April 27, 201031.1
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
  41