##### 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 April 3, 2011
 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 000-20852
 ULTRALIFE CORPORATION
  Delaware
    
    16-1387013(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2000 Technology Parkway, Newark, New York 14513
 (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ




---



##### 



PagePART I FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets 
April 3, 2011 (Unaudited) and December 31, 2010
    
    
    3Condensed Consolidated Statements of Operations (Unaudited) 
Three-month periods ended April 3, 2011 and March 28, 2010
    
    
    4Condensed Consolidated Statements of Cash Flows (Unaudited) 
Three-month periods ended April 3, 2011 and March 28, 2010
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures
About Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    31PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    32Item 6. Exhibits
    
    
    33Signatures
    
    
    34Index to Exhibits
    
    
    35Exhibit 31.1Exhibit 31.2Exhibit 32
   2




---



##### Table of Contents



Item 1.
    
    Financial Statements
  
   (Unaudited)April 3,
    
    
    December 31,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,146
    
    
    $
    4,641Restricted cash
    
    
    484
    
    
    
    464Trade accounts receivable (less allowance for doubtful accounts
of $394 at April 3, 2011 and $490 at December 31, 2010)
    
    
    21,111
    
    
    
    34,270Inventories
    
    
    41,965
    
    
    
    33,122Deferred tax asset  current
    
    
    208
    
    
    
    208Prepaid expenses and other current assets
    
    
    1,987
    
    
    
    2,949Total current assets
    
    
    73,901
    
    
    
    75,654Property, plant and equipment, net
    
    
    13,982
    
    
    
    14,485Other assets:Goodwill
    
    
    18,293
    
    
    
    18,276Intangible assets, net
    
    
    5,997
    
    
    
    6,150Security deposits and other long-term assets
    
    
    218
    
    
    
    27024,508
    
    
    
    24,696Total Assets
    
    $
    112,391
    
    
    $
    114,835LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    10,580
    
    
    $
    8,717Accounts payable
    
    
    17,105
    
    
    
    16,409Income taxes payable
    
    
    30
    
    
    
    54Other current liabilities
    
    
    11,502
    
    
    
    11,165Total current liabilities
    
    
    39,217
    
    
    
    36,345Long-term liabilities:Debt and capital lease obligations
    
    
    
    
    
    
    251Deferred tax liability  long-term
    
    
    3,972
    
    
    
    3,906Other long-term liabilities
    
    
    552
    
    
    
    538Total long-term liabilities
    
    
    4,524
    
    
    
    4,695Commitments 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  18,661,871 at April 3, 2011 and 18,639,683 at December 31, 2010
    
    
    1,869
    
    
    
    1,865Capital in excess of par value
    
    
    171,353
    
    
    
    171,020Accumulated other comprehensive loss
    
    
    (1,035
    )
    
    
    (1,262
    )Accumulated deficit
    
    
    (95,890
    )
    
    
    (90,200
    )76,297
    
    
    
    81,423Less Treasury stock, at cost  1,372,757 and 1,371,900 shares outstanding, respectively
    
    
    7,658
    
    
    
    7,652Total Ultralife equity
    
    
    68,639
    
    
    
    73,771Noncontrolling interest
    
    
    11
    
    
    
    24Total shareholders equity
    
    
    68,650
    
    
    
    73,795Total Liabilities and Shareholders Equity
    
    $
    112,391
    
    
    $
    114,835
   3




---



##### Table of Contents



Three-Month Periods EndedApril 3,
    
    
    March 28,2011
    
    
    2010Revenues
    
    $
    30,744
    
    
    $
    38,507Cost of products sold
    
    
    27,214
    
    
    
    28,749Gross margin
    
    
    3,530
    
    
    
    9,758Operating expenses:Research and development (including $78 and $145
respectively, of amortization of intangible assets)
    
    
    2,507
    
    
    
    1,728Selling, general, and administrative (including $79 and $350
respectively, of amortization of intangible assets)
    
    
    6,824
    
    
    
    7,176Total operating expenses
    
    
    9,331
    
    
    
    8,904Operating income (loss)
    
    
    (5,801
    )
    
    
    854Other income (expense):Interest income
    
    
    1
    
    
    
    3Interest expense
    
    
    (164
    )
    
    
    (497
    )Miscellaneous
    
    
    331
    
    
    
    41Income (loss) before income taxes
    
    
    (5,633
    )
    
    
    401Income tax provision-current
    
    
    4
    
    
    
    24Income tax provision-deferred
    
    
    66
    
    
    
    81Total income taxes
    
    
    70
    
    
    
    105Net income (loss)
    
    
    (5,703
    )
    
    
    296Net (income) loss attributable to noncontrolling interest
    
    
    13
    
    
    
    (9
    )Net income (loss) attributable to Ultralife
    
    $
    (5,690
    )
    
    $
    287Net income (loss) attributable to Ultralife common shareholders  basic
    
    $
    (0.33
    )
    
    $
    0.02Net income (loss) attributable to Ultralife common shareholders  diluted
    
    $
    (0.33
    )
    
    $
    0.02Weighted average shares outstanding  basic
    
    
    17,276
    
    
    
    16,995Weighted average shares outstanding  diluted
    
    
    17,276
    
    
    
    16,999
   4




---



##### Table of Contents



Three-Month Periods EndedApril 3,
    
    
    March 28,2011
    
    
    2010OPERATING ACTIVITIESNet income (loss)
    
    $
    (5,703
    )
    
    $
    296Adjustments to reconcile net income (loss)
to net cash used in operating activities:Depreciation and amortization of financing fees
    
    
    1,061
    
    
    
    1,004Amortization of intangible assets
    
    
    157
    
    
    
    495(Gain) loss on long-lived asset disposal and write-offs
    
    
    (15
    )
    
    
    44Foreign exchange gain
    
    
    (290
    )
    
    
    (25
    )Non-cash stock-based compensation
    
    
    284
    
    
    
    321Changes in deferred income taxes
    
    
    66
    
    
    
    81Changes in operating assets and liabilities:Accounts receivable
    
    
    13,193
    
    
    
    6,143Inventories
    
    
    (8,772
    )
    
    
    1,394Prepaid expenses and other current assets
    
    
    981
    
    
    
    (556
    )Income taxes payable
    
    
    (24
    )
    
    
    23Accounts payable and other liabilities
    
    
    1,068
    
    
    
    (3,124
    )Net cash provided from operating activities
    
    
    2,006
    
    
    
    6,096INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (432
    )
    
    
    (164
    )Proceeds from asset disposal
    
    
    15
    
    
    
    15Change in restricted cash
    
    
    
    
    
    
    (447
    )Payments for acquired companies, net of cash acquired
    
    
    (50
    )
    
    
    (137
    )Net cash used in investing activities
    
    
    (467
    )
    
    
    (733
    )FINANCING ACTIVITIESNet change in revolving credit facilities
    
    
    1,654
    
    
    
    (7,451
    )Proceeds from issuance of common stock
    
    
    53
    
    
    
    Principal payments on debt and capital lease obligations
    
    
    (42
    )
    
    
    (171
    )Net cash provided from (used in) financing activities
    
    
    1,665
    
    
    
    (7,622
    )Effect of exchange rate changes on cash
    
    
    301
    
    
    
    (135
    )Change in cash and cash equivalents
    
    
    3,505
    
    
    
    (2,394
    )Cash and cash equivalents at beginning of period
    
    
    4,641
    
    
    
    6,094Cash and cash equivalents at end of period
    
    $
    8,146
    
    
    $
    3,700SUPPLEMENTAL CASH FLOW INFORMATIONCash paid for income taxes
    
    $
    28
    
    
    $
    Cash paid for interest
    
    $
    163
    
    
    $
    257
   5




---



##### Table of Contents



1.
    
    BASIS OF PRESENTATION
     2.
    
    DISPOSITIONS AND EXIT ACTIVITIES
    6




---



##### Table of Contents



3.
    
    INVENTORIES
  April 3, 2011
    
    
    December 31, 2010Raw materials
    
    $
    21,588
    
    
    $
    18,250Work in process
    
    
    10,286
    
    
    
    6,649Finished goods
    
    
    10,091
    
    
    
    8,223$
    41,965
    
    
    $
    33,122
 4.
    
    PROPERTY, PLANT AND EQUIPMENT
  April 3, 2011
    
    
    December 31, 2010Land
    
    $
    123
    
    
    $
    123Buildings and leasehold improvements
    
    
    6,193
    
    
    
    6,188Machinery and equipment
    
    
    46,509
    
    
    
    45,714Furniture and fixtures
    
    
    1,710
    
    
    
    1,702Computer hardware and software
    
    
    3,662
    
    
    
    3,652Construction in progress
    
    
    908
    
    
    
    58259,105
    
    
    
    57,961Less: Accumulated depreciation
    
    
    45,123
    
    
    
    43,476$
    13,982
    
    
    $
    14,485
   7




---



##### Table of Contents



5.
    
    GOODWILL AND INTANGIBLE ASSETS
   Battery &
    
    
    Communications
    
    
    EnergyEnergy Products
    
    
    Systems
    
    
    Services
    
    
    TotalBalance 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
    
    
    
    25,280Adjustments to purchase price
allocation
    
    
    
    
    
    
    
    
    
    
    899
    
    
    
    899Impairment Charge
    
    
    
    
    
    
    
    
    
    
    (7,974
    )
    
    
    (7,974
    )Effect of foreign currency
translations
    
    
    71
    
    
    
    
    
    
    
    
    
    
    
    71Balance at December 31, 2010
    
    
    2,143
    
    
    
    16,133
    
    
    
    
    
    
    
    18,276Effect of foreign currency
translations
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    17Balance at April 3, 2011
    
    $
    2,160
    
    
    $
    16,133
    
    
    $
    
    
    
    $
    18,293
   April 3, 2011AccumulatedGross Assets
    
    
    Amortization
    
    
    NetTrademarks
    
    $
    3,560
    
    
    $
    
    
    
    $
    3,560Patents and technology
    
    
    4,478
    
    
    
    3,189
    
    
    
    1,289Customer relationships
    
    
    3,963
    
    
    
    2,899
    
    
    
    1,064Distributor relationships
    
    
    367
    
    
    
    283
    
    
    
    84Non-compete agreements
    
    
    395
    
    
    
    395
    
    
    
    Total intangible assets
    
    $
    12,763
    
    
    $
    6,766
    
    
    $
    5,997
 December 31, 2010AccumulatedGross Assets
    
    
    Amortization
    
    
    NetTrademarks
    
    $
    3,559
    
    
    $
    
    
    
    $
    3,559Patents and technology
    
    
    4,474
    
    
    
    3,108
    
    
    
    1,366Customer relationships
    
    
    3,955
    
    
    
    2,820
    
    
    
    1,135Distributor relationships
    
    
    364
    
    
    
    274
    
    
    
    90Non-compete agreements
    
    
    395
    
    
    
    395
    
    
    
    Total intangible assets
    
    $
    12,747
    
    
    $
    6,597
    
    
    $
    6,150
  8




---



##### Table of Contents



6.
    
    DEBT
      Excess Availability
    
    LIBOR Rate PlusGreater than $10,000
    
    
    3.00
    %Greater than
$6,000 but less than or equal to $10,000
    
    
    3.25
    %Greater than $3,000 but less than or equal to $6,000
    
    
    3.50
    %
    9




---



##### Table of Contents



7.
    
    SHAREHOLDERS EQUITY
          10




---



##### Table of Contents



Three-Month Periods EndedApril 3,
    
    
    March 28,2011
    
    
    2010Risk-free interest rate
    
    
    1.64
    %
    
    
    2.11
    %Volatility factor
    
    
    54.61
    %
    
    
    79.75
    %Dividends
    
    
    0.00
    %
    
    
    0.00
    %Weighted average expected life (years)
    
    
    3.89
    
    
    
    3.51
   11




---



##### Table of Contents



WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber
    
    
    Exercise Price
    
    
    Contractual
    
    
    Intrinsicof Shares
    
    
    Per Share
    
    
    Term
    
    
    ValueShares under option at January 1, 2011
    
    
    1,794,694
    
    
    $
    9.71Options granted
    
    
    145,000
    
    
    
    5.85Options exercised
    
    
    (13,500
    )
    
    
    3.91Options forfeited
    
    
    (18,500
    )
    
    
    5.62Options expired
    
    
    (34,417
    )
    
    
    15.15Shares under option at April 3, 2011
    
    
    1,873,277
    
    
    $
    9.40
    
    
    3.83 years
    
    $
    436Vested and expected to vest as of
April 3, 2011
    
    
    1,685,459
    
    
    $
    9.83
    
    
    3.57 years
    
    $
    351Options exercisable at April 3, 2011
    
    
    1,162,819
    
    
    $
    11.77
    
    
    2.39 years
    
    $
    130
        12




---



##### Table of Contents



Weighted AverageNumber of Shares
    
    
    Grant Date Fair ValueUnvested at December 31, 2010
    
    
    9,048
    
    
    $
    11.94Granted
    
    
    
    
    
    
    Vested
    
    
    (4,925
    )
    
    
    12.01Forfeited
    
    
    (2,588
    )
    
    
    12.16Unvested at April 3, 2011
    
    
    1,535
    
    
    $
    11.33
  8.
    
    INCOME TAXES
    Three-Month Periods EndedApril 3,
    
    
    March 28,2011
    
    
    2010Income (Loss) before Incomes Taxes (a)
    
    $
    (5,633
    )
    
    $
    401Total Income Tax Provision (b)
    
    $
    70
    
    
    $
    105Effective Tax Rate (b/a)
    
    
    1.2
    %
    
    
    26.2
    %
   13




---



##### Table of Contents



9.
    
    EARNINGS PER SHARE
    14




---



##### Table of Contents



Three-Month Periods EndedApril 3, 2011
    
    
    March 28, 2010Net Income (Loss) attributable to
Ultralife
    
    $
    (5,690
    )
    
    $
    287Net Income (Loss) attributable to
participating securities (unvested
restricted stock awards) (-0-,
and 36,000 shares, respectively)
    
    
    
    
    
    
    (1
    )Net Income (Loss) attributable to
Ultralife
common shareholders (a)
    
    
    (5,690
    )
    
    
    286Effect of Dilutive Securities:Convertible Notes Payable
    
    
    
    
    
    
    Net Income (Loss) attributable to
Ultralife
common shareholders  Adjusted (b)
    
    $
    (5,690
    )
    
    $
    286Average Common Shares Outstanding Basic (c)
    
    
    17,276,000
    
    
    
    16,995,000Effect of Dilutive Securities:Stock Options / Warrants
    
    
    
    
    
    
    4,000Convertible Notes Payable
    
    
    
    
    
    
    Average Common Shares Outstanding Diluted (d)
    
    
    17,276,000
    
    
    
    16,999,000EPS  Basic (a/c)
    
    $
    (0.33
    )
    
    $
    0.02EPS  Diluted (b/d)
    
    $
    (0.33
    )
    
    $
    0.02
  10.
    
    COMPREHENSIVE INCOME
  Three-Month Periods EndedApril 3, 2011
    
    
    March 28, 2010Net income (loss) attributable to Ultralife
    
    $
    (5,690
    )
    
    $
    287Foreign currency translation adjustments
    
    
    227
    
    
    
    (334
    )Total comprehensive income (loss)
    
    $
    (5,463
    )
    
    $
    (47
    )
  15




---



##### Table of Contents



11.
    
    COMMITMENTS AND CONTINGENCIES
     Balance at December 31, 2010
    
    $
    1,243Accruals for warranties issued
    
    
    42Settlements made
    
    
    (50
    )Balance at April 3, 2011
    
    $
    1,235
       16




---



##### Table of Contents



17




---



##### Table of Contents



18




---



##### Table of Contents



12.
    
    BUSINESS SEGMENT INFORMATION
     19




---



##### Table of Contents



Three-Month Period Ended April 3, 2011
 Battery &Energy
    
    
    Communications
    
    
    EnergyProducts
    
    
    Systems
    
    
    Services
    
    
    Corporate
    
    
    TotalRevenues
    
    $
    24,248
    
    
    $
    4,208
    
    
    $
    2,288
    
    
    $
    
    
    
    $
    30,744Segment contribution
    
    
    3,041
    
    
    
    1,497
    
    
    
    (1,008
    )
    
    
    (9,331
    )
    
    
    (5,801
    )Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (163
    )
    
    
    (163
    )Miscellaneous
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    331
    
    
    
    331Income taxes-current
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (4
    )Income taxes-deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66
    )
    
    
    (66
    )Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    13Net income
attributable to
Ultralife
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (5,690
    )Total assets
    
    $
    56,419
    
    
    $
    38,892
    
    
    $
    4,704
    
    
    $
    12,376
    
    
    $
    112,391
 Three-Month Period Ended March 28, 2010
 Battery &Energy
    
    
    Communications
    
    
    EnergyProducts
    
    
    Systems
    
    
    Services
    
    
    Corporate
    
    
    TotalRevenues
    
    $
    24,290
    
    
    $
    12,179
    
    
    $
    2,038
    
    
    $
    
    
    
    $
    38,507Segment contribution
    
    
    5,202
    
    
    
    4,637
    
    
    
    (81
    )
    
    
    (8,904
    )
    
    
    854Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (494
    )
    
    
    (494
    )Miscellaneous
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    41Income taxes-current
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24
    )
    
    
    (24
    )Income taxes-deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81
    )
    
    
    (81
    )Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    (9
    )Net loss attributable to Ultralife
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    287Total assets
    
    $
    55,905
    
    
    $
    39,262
    
    
    $
    17,222
    
    
    $
    8,297
    
    
    $
    120,686
 13.
    
    FAIR VALUE OF FINANCIAL INSTRUMENTS
  14.
    
    RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS
   20




---



##### Table of Contents



21




---



##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     General
    22




---



##### Table of Contents



Overview
   23




---



##### Table of Contents



Outlook
  Results of Operations
 Three-month periods ended April 3, 2011 and March 28, 2010
 Revenues.
    Cost of Products Sold.
  24




---



##### Table of Contents



Operating Expenses.
 Other Income (Expense).
  25




---



##### Table of Contents



Income Taxes.
 Three-Month Periods EndedApril 3, 2011
    
    
    March 28, 2010Income (Loss) before Incomes Taxes (a)
    
    $
    (5,633
    )
    
    $
    401Total Income Tax Provision (b)
    
    $
    70
    
    
    $
    105Effective Tax Rate (b/a)
    
    
    1.2
    %
    
    
    26.2
    %
    Net Income (Loss) Attributable to Ultralife.
 Adjusted EBITDA
   26




---



##### Table of Contents




    
    Adjusted EBITDA does not reflect (1) our cash expenditures or future requirements
for capital expenditures or contractual commitments; (2) changes in, or cash
requirements for, our working capital needs; (3) the interest expense, or the cash
requirements necessary to service interest or principal payments, on our debt; (4)
income taxes or the cash requirements for any tax payments; and (5) 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.
  27




---



##### Table of Contents



Three-Month Periods EndedApril 3,
    
    
    March 28,2011
    
    
    2010Net income (loss) attributable to
Ultralife
    
    $
    (5,690
    )
    
    $
    287Add: interest expense, net
    
    
    163
    
    
    
    494Add: income tax provision
    
    
    70
    
    
    
    105Add: depreciation expense
    
    
    1,061
    
    
    
    1,004Add: amortization expense
    
    
    157
    
    
    
    495Add: stock-based compensation expense
    
    
    284
    
    
    
    321Adjusted EBITDA
    
    $
    (3,955
    )
    
    $
    2,706
 Liquidity and Capital Resources
       28




---



##### Table of Contents



Debt Commitments
     Excess Availability
    
    LIBOR Rate PlusGreater than $10,000
    
    
    3.00
    %Greater than $6,000 but less than or equal to $10,000
    
    
    3.25
    %Greater than $3,000 but less than or equal to $6,000
    
    
    3.50
    %
     29




---



##### Table of Contents



Equity Transactions
   Other Matters
   Critical Accounting Policies
    30




---



##### Table of Contents



Item 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4.
    
    CONTROLS AND PROCEDURES
 Evaluation Of Disclosure Controls And Procedures
  Changes In Internal Control Over Financial Reporting
   31




---



##### Table of Contents



PART II OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
    32




---



##### Table of Contents



Item 6.
    
    Exhibits
 ExhibitIndex
    
    Description of Document
    
    Incorporated By Reference from:10.1
    
    
    First Amendment to Credit Agreement with RBS
Business Capital, a division of RBS Asset
Finance, Inc. dated as of February 17, 2010
    
    Exhibit 10.1 of the Form 8-K
filed on January 21, 201131.1
    
    
    Rule 13a-14(a) / 15d-14(a) CEO Certifications
    
    Filed herewith31.2
    
    
    Rule 13a-14(a) / 15d-14(a) CFO Certifications
    
    Filed herewith32
    
    
    Section 1350 Certifications
    
    Filed herewith
  33




---



##### Table of Contents



ULTRALIFE CORPORATION
              (Registrant)Date: May 10, 2011
    By:
    /s/ Michael D. PopielecMichael D. PopielecPresident and Chief Executive Officer
(Principal Executive Officer)Date: May 10, 2011
    By:
    /s/ Philip A. FainPhilip A. FainChief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)  34




---



##### Table of Contents



31.1
    
    
    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
  35