ULTRALIFE CORP - Quarter Report: 2006 April (Form 10-Q)

 

 

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 1, 2006

o		Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                     to                    

ULTRALIFE BATTERIES, INC.

(Exact name of registrant as specified in its charter)

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

2000 Technology Parkway, Newark, New York 14513
(Address of principal executive offices)
(Zip Code)

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

(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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check One)

Large Accelerated Filer o     Accelerated Filer þ     Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yeso Noþ

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 – 14,779,841 shares of common stock outstanding, net of 727,250 treasury shares, as of April 1, 2006.

 

 

ULTRALIFE BATTERIES, INC.
INDEX

				Page
PART I		FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets - April 1, 2006 and December 31, 2005			3
		Condensed Consolidated Statements of Operations - Three months ended April 1, 2006 and April 2, 2005			4
		Condensed Consolidated Statements of Cash Flows - Three months ended April 1, 2006 and April 2, 2005			5
		Notes to Condensed Consolidated Financial Statements			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			26
Item 4.		Controls and Procedures			26
PART II		OTHER INFORMATION
Item 1.		Legal Proceedings			27
Item 6.		Exhibits			28
Signatures					29
Index to Exhibits					30
EX-10.1 AGREE ON TRANSFER OF SHARES IN ABLE NEW ENERGY
EX-10.2 1ST AMEND TO AGREE ON TRANSFER OF SHARES
EX-10.3 AGREE ON TRANSFER OF EQUITY SHARES
EX-31.1 SECTION 302 CERTIFICATION-CEO
EX-31.2 SECTION 302 CERTIFICATION-CFO
EX-32 SECTION 906 CERTIFICATIONS

PART I            FINANCIAL INFORMATION

Item 1. Financial Statements

ULTRALIFE BATTERIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Per Share Amounts)
(unaudited)

		April 1,				December 31,
		2006				2005
ASSETS
Current assets:
Cash and cash equivalents		$	3,491			$	3,214
Trade accounts receivable (less allowance for doubtful accounts of $435 at April 1, 2006 and $458 at December 31, 2005)			12,869				10,965
Inventories			18,868				19,446
Due from insurance company			311				482
Deferred tax asset — current			2,470				2,508
Prepaid expenses and other current assets			1,408				2,747
Total current assets			39,417				39,362
Property, plant and equipment, net			19,602				19,931
Other assets:
Security deposits and other			243				243
Deferred tax asset — non-current			21,169				21,221
			21,412				21,464
Total Assets		$	80,431			$	80,757
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt		$	7,184			$	7,715
Accounts payable			5,336				5,218
Income taxes payable			4				—
Other current liabilities			4,761				5,450
Total current liabilities			17,285				18,383
Long-term liabilities:
Debt and capital lease obligations			25				25
Other long-term liabilities			282				242
Total long-term liabilities			307				267
Commitments and contingencies (Note 9)
Shareholders’ equity:
Preferred stock, par value $0.10 per share, authorized 1,000,000 shares; none outstanding			—				—
Common stock, par value $0.10 per share, authorized 40,000,000 shares; issued - 15,507,091 at April 1, 2006 and 15,471,446 at December 31, 2005			1,551				1,547
Capital in excess of par value			131,045				130,530
Accumulated other comprehensive loss			(981	)			(1,054	)
Accumulated deficit			(66,398	)			(66,538	)
			65,217				64,485
Less —Treasury stock, at cost — 727,250 shares			2,378				2,378
Total shareholders’ equity			62,839				62,107
Total Liabilities and Shareholders’ Equity		$	80,431			$	80,757

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

ULTRALIFE BATTERIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
(unaudited)

		Three-Month Periods Ended
		April 1,				April 2,
		2006				2005
Revenues		$	18,319			$	15,363
Cost of products sold			14,349				13,340
Gross margin			3,970				2,023
Operating expenses:
Research and development			960				846
Selling, general, and administrative			2,782				2,901
Total operating expenses			3,742				3,747
Operating income/(loss)			228				(1,724	)
Other income (expense):
Interest income			45				60
Interest expense			(205	)			(193	)
Gain on insurance settlement			148				—
Miscellaneous			8				(3	)
Income/(loss) before income taxes			224				(1,860	)
Income tax provision/(benefit)-current			4				(17	)
Income tax provision/(benefit)-deferred			80				(293	)
Total income taxes			84				(310	)
Net Income/(Loss)		$	140			$	(1,550	)
Earnings/(Loss) per share — basic		$	0.01			$	(0.11	)
Earnings/(Loss) per share — diluted		$	0.01			$	(0.11	)
Weighted average shares outstanding — basic			14,756				14,376
Weighted average shares outstanding — diluted			15,130				14,376

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

ULTRALIFE BATTERIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)
(unaudited)

		Three-Month Periods Ended
		April 1,				April 2,
		2006				2005
OPERATING ACTIVITIES
Net income (loss)		$	140			$	(1,550	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			835				802
Gain on asset disposal			—				(4	)
Gain on insurance settlement			(148	)			—
Foreign exchange gain			8				10
Non-cash stock-based compensation			258				20
Change in deferred taxes			80				(281	)
Changes in operating assets and liabilities:
Accounts receivable			(1,883	)			(815	)
Inventories			614				(2,090	)
Prepaid expenses and other current assets			1,355				390
Insurance receivable relating to fires			251				795
Income taxes payable			4				—
Accounts payable and other liabilities			(558	)			2,536
Net cash provided by (used in) operating activities			956				(187	)
INVESTING ACTIVITIES
Purchase of property and equipment			(383	)			(533	)
Proceeds from asset disposal			—				8
Sales of securities			—				1,000
Net cash (used in) provided by investing activities			(383	)			475
FINANCING ACTIVITIES
Net change in revolving credit facilities			(37	)			(176	)
Proceeds from issuance of common stock			261				714
Principal payments on long-term debt and capital lease obligations			(500	)			(667	)
Net cash used in financing activities			(276	)			(129	)
Effect of exchange rate changes on cash			(20	)			23
Increase in cash and cash equivalents			277				182
Cash and cash equivalents at beginning of period			3,214				10,529
Cash and cash equivalents at end of period		$	3,491			$	10,711
SUPPLEMENTAL CASH FLOW INFORMATION
Taxes paid		$	2			$	—
Interest paid		$	184			$	158

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

ULTRALIFE BATTERIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar Amounts in Thousands – Except Share and Per Share Amounts)
(unaudited)

1.

BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. Results for interim periods should not be considered indicative of results to be expected for a full year. Reference should be made to the consolidated financial statements contained in the Company’s Form 10-K for the twelve-month period ended December 31, 2005.

     The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

     The Company’s monthly closing schedule is a weekly-based cycle as opposed to a calendar month-based cycle. While the actual dates for the quarter-ends will change slightly each year, the Company believes that there are not any material differences when making quarterly comparisons.

2.

EARNINGS (LOSS) PER SHARE

     Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated by dividing net income by potentially dilutive common shares, which include stock options and warrants.

     Net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. The impact of conversion of dilutive securities, such as stock options and warrants, are not considered where a net loss is reported as the inclusion of such securities would be anti-dilutive. As a result, basic loss per share is the same as diluted loss per share.

     The computation of basic and diluted (loss) earnings per share is summarized as follows:

		Three-Month Periods Ended
(In thousands, except per share data)		April 1, 2006				April 2, 2005
Net Income/(Loss) (a)		$	140			$	(1,550	)
Average Shares Outstanding – Basic (b)			14,756				14,376
Effect of Dilutive Securities:
Stock Options / Warrants			374				—
Average Shares Outstanding – Diluted (c)			15,130				14,376
EPS – Basic (a/b)		$	.01			$	(0.11	)
EPS – Diluted (a/c)		$	.01			$	(0.11	)

     The Company also had the equivalent of 720,094 options and warrants outstanding for the three-month period ended April 2, 2005, which were not included in the computation of diluted EPS because these securities would have been anti-dilutive for that period.

3.

STOCK-BASED COMPENSATION

          The Company has various stock-based employee compensation plans. Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“FAS 123R”) requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). The Company adopted FAS 123R using the modified prospective method and, accordingly, did not restate prior periods presented in this Form 10-Q to reflect the fair value method of recognizing compensation cost. Under the modified prospective approach, FAS 123R applies to new awards and to awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased or cancelled.

          The shareholders of the Company have approved four stock option plans that permit the grant of options. In addition, the shareholders of the Company have approved the grant of options outside of these plans. Under the 1991 stock option plan, 100,000 shares of Common Stock were reserved for grant to key employees and consultants of the Company. These options expired on September 13, 2001, at which date the plan terminated. All options granted under the 1991 plan were Non-Qualified Stock Options (“NQSOs”).

          The shareholders of the Company have also approved a 1992 stock option plan that is substantially the same as the 1991 stock option plan. The shareholders approved reservation of 1,150,000 shares of Common Stock for grant under the plan. During 1997, the Board of Directors approved an amendment to the plan increasing the number of shares of Common Stock reserved by 500,000 to 1,650,000. Options granted under the 1992 plan are either Incentive Stock Options (“ISOs”) or NQSOs. Key employees are eligible to receive ISOs and NQSOs; however, directors and consultants are eligible to receive only NQSOs. All ISOs vest at twenty percent per year for five years and expire on the sixth year. The NQSOs vest immediately and expire on the sixth year. On October 13, 2002, this plan expired and as a result, there are no more shares available for grant under this plan. As of April 1, 2006, there were 113,900 stock options outstanding under this plan.

          Effective July 12, 1999, the Company granted the current CEO options to purchase 500,000 shares of Common Stock at $5.19 per share outside of any of the stock option plans. Of these, 50,000 options were exercisable on the grant date, and the remaining options became exercisable in annual increments of 90,000 over a five-year period commencing July 12, 2000 through July 12, 2004, and expire on July 12, 2005. As of April 1, 2006, there were no options outstanding under this plan. Since these options were granted without shareholder approval, any gains resulting from exercises of these options that cause the CEO compensation to exceed $1,000 in any year may not be deductible by the Company for income tax purposes.

          Effective December 2000, the Company established the 2000 stock option plan which is substantially the same as the 1991 stock option plan. The shareholders approved reservation of 500,000 shares of Common Stock for grant under the plan. In December 2002, the shareholders approved an amendment to the plan increasing the number of shares of Common Stock reserved by 500,000, to a total of 1,000,000. In June 2004, shareholders approved an amendment to the 2000 Plan, increasing the number of shares of Common Stock by 750,000, as well as adding flexibility to award restricted stock, among other things. Options granted under the revised 2000 plan are either ISOs or NQSOs. Key employees are eligible to receive ISOs and NQSOs; however, directors and

consultants are eligible to receive only NQSOs. Most ISOs vest at twenty percent per year for five years and expire within the sixth or seventh year. Certain ISOs granted to officers vest over three years and expire in the seventh year. All NQSOs issued to non-employee directors vest immediately and expire in either the sixth or seventh year. Some NQSOs issued to non-employees vest immediately and expire within three years; others have the same vesting characteristics as options given to employees. As of April 1, 2006, there were 1,316,471 stock options outstanding under this plan.

     As a result of adopting FAS 123R on January 1, 2006, the Company recorded compensation cost related to stock options of $258 for the three-month period ended April 1, 2006. As of April 1, 2006, there was $1,025 of total unrecognized compensation costs related to outstanding stock options, which is expected to be recognized over a weighted average period of 1.58 years.

     Prior to January 1, 2006, the Company applied Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations which required compensation costs to be recognized based on the difference, if any, between the quoted market price of the stock on the grant date and the exercise price. As all options granted to employees under such plans had an exercise price at least equal to the market value of the underlying common stock on the date of grant, and given the fixed nature of the equity instruments, no stock-based employee compensation cost relating to stock options was reflected in net income (loss).

     The effect on net loss and loss per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure, an Amendment of SFAS No. 123”, to stock-based employee compensation for the three month period ended April 2, 2005 was as follows:

Net loss, as reported		$	(1,550	)
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(518	)
Pro forma net loss		$	(2,068	)
Loss per share:
Basic – as reported		$	(0.11	)
Basic – pro forma		$	(0.14	)
Diluted – as reported		$	(0.11	)
Diluted – pro forma		$	(0.14	)

     The Company uses the Black-Scholes option-pricing model to estimate fair value of stock-based awards. The following weighted average assumptions were used to value options granted during the first quarter of 2006:

Risk-free interest rate			4.31	%
Volatility factor			61.25	%
Dividends			0	%
Weighted average expected life (years)			3.12

     The Company calculates expected volatility for stock options by taking an average of historical volatility over the past 5 years and a computation of implied volatility. Prior to 2006, the computation of expected volatility was based solely on historical volatility. The computation of expected term was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield in effect at the time of grant.

     Stock option activity for the first quarter of 2006 is summarized as follows (dollars in thousands, except per share amounts):

										Weighted
						Weighted				Average
						Average				Remaining				Aggregate
		Number				Exercise Price				Contractual				Intrinsic
		of Shares				Per Share				Term				Value
Shares under option at January 1, 2006			1,430,271			$	10.94
Options granted			41,500			$	12.68
Options exercised			(35,100	)		$	7.30
Options forfeited			(1,800	)		$	6.58
Options expired			(4,500	)		$	16.03
Shares under option at April 1, 2006			1,430,371			$	11.07			4.48 years				$	4,454
Vested and expected to vest at April 1, 2006			1,383,206			$	11.10			4.44 years				$	4,328
Options exercisable at April 1, 2006			976,745			$	12.42			4.51 years				$	2,271

     The weighted average fair value of options granted during the three months ended April 1, 2006 was $5.51. The total intrinsic value of options (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) exercised during the three months ended April 1, 2006 was $164. During the three months ended April 1, 2006, the amount of cash received from the exercise of stock options was $256. The total fair value of shares vested during the period is $175.

     Prior to adopting FAS 123R, all tax benefits resulting from the exercise of stock options were presented as operating cash flows in the Condensed Statement of Cash Flows. FAS 123R requires cash flows from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. The Company did not record any excess tax benefits in the first quarter of 2006. Cash received from option exercises during the first quarter of 2006 and 2005 was $261 and $714, respectively.

4.

COMPREHENSIVE INCOME (LOSS)

     The components of the Company’s total comprehensive income (loss) were:

		Three-Month Periods Ended
		April 1,				April 2,
		2006				2005
Net income (loss)		$	140			$	(1,550	)
Foreign currency translation adjustments			52				(152	)
Change in fair value of derivatives, net of tax			21				119
Total comprehensive income (loss)		$	213			$	(1,583	)

5.

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 was:

		April 1, 2006				December 31, 2005
Raw materials		$	8,965			$	8,817
Work in process			8,221				8,648
Finished goods			2,473				2,849
			19,659				20,314
Less: Reserve for obsolescence			791				868
		$	18,868			$	19,446

6.

PROPERTY, PLANT AND EQUIPMENT

     Major classes of property, plant and equipment consisted of the following:

		April 1, 2006				December 31, 2005
Land		$	123			$	123
Buildings and leasehold improvements			4,229				4,229
Machinery and equipment			38,984				37,876
Furniture and fixtures			789				788
Computer hardware and software			2,205				2,197
Construction in progress			474				1,059
			46,804				46,272
Less: Accumulated depreciation			27,202				26,341
		$	19,602			$	19,931

     During the quarter ended April 1, 2006, the Company recorded a non-cash addition of $71 of property, plant and equipment related to the extinguishment of a receivable.

7.

DEBT

     On June 30, 2004, the Company closed on a new $25,000 credit facility, comprised of a five-year $10,000 term loan component and a three-year $15,000 revolving credit component. The facility is collateralized by essentially all of the assets of the Company, including its subsidiary in the U.K. The term loan component is paid in equal monthly installments over 5 years. The rate of interest, in general, is based upon either a LIBOR rate or Prime, plus a Eurodollar spread (dependent upon a debt to

earnings ratio within a predetermined grid). This facility replaced the Company’s $15,000 credit facility that expired on the same date. Availability under the revolving credit component is subject to meeting certain financial covenants, whereas availability under the previous facility was limited by various asset values. The lenders of the new credit facility are JP Morgan Chase Bank and Manufacturers and Traders Trust Company, with JP Morgan Chase Bank acting as the administrative agent. The Company is required to meet certain financial covenants, including a debt to earnings ratio, an EBIT (as defined) to interest expense ratio, and a current assets to total liabilities ratio.

     On June 30, 2004, the Company drew down the full $10,000 term loan. The proceeds of the term loan, to be repaid in equal monthly installments of $167 over five years, were used for the retirement of outstanding debt and capital expenditures. From June 30, 2004 through August 1, 2004, the interest rate associated with the term loan was based on LIBOR plus a 1.25% Eurodollar spread. On July 1, 2004, the Company entered into an interest rate swap arrangement in the notional amount of $10,000 to be effective on August 2, 2004, related to the $10,000 term loan, in order to take advantage of historically low interest rates. The Company received a fixed rate of interest in exchange for a variable rate. The swap rate received was 3.98% for five years. The total rate of interest paid by the Company is equal to the swap rate of 3.98% plus the Eurodollar spread stipulated in the predetermined grid associated with the term loan. From August 2, 2004 to September 30, 2004, the total rate of interest associated with the outstanding portion of the $10,000 term loan was 5.23%. On October 1, 2004, this adjusted rate increased to 5.33%, on January 1, 2005 the adjusted rate increased to 5.73%, and on April 1, 2005, the adjusted rate increased to 6.48%, the maximum amount under the current grid structure, and remains at that rate as of April 1, 2006. Derivative instruments are accounted for in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” which requires that all derivative instruments be recognized in the financial statements at fair value. The fair value of this arrangement at April 1, 2006 resulted in an asset of $123, all of which was reflected as short-term.

     As of April 1, 2006, the Company had $6,667 outstanding under the term loan component of its credit facility with its primary lending bank and nothing was outstanding under the revolver component. At April 1, 2006, the Company was not in compliance with the EBIT (as defined) to interest covenant, as amended. Subsequent to the end of the quarter, however, the banks provided the Company with a waiver of the financial covenant violation as of the end of the first quarter of 2006. (See Note 13 concerning a bank waiver for this financial covenant violation.) As a result of the uncertainty of the Company’s ability to comply with the more restrictive financial covenants within the next year, the Company continued to classify all of the debt associated with this credit facility as a current liability on the Condensed Consolidated Balance Sheet as of April 1, 2006. While the revolver arrangement provides for up to $15,000 of borrowing capacity, including outstanding letters of credit, the actual borrowing availability may be limited by the financial covenants. At April 1, 2006, the Company had $2,200 of outstanding letters of credit related to this facility. In addition, the Company’s additional borrowing capacity under the revolver component of the credit facility as of April 1, 2006 was approximately $4,500.

     As of April 1, 2006, the Company’s wholly-owned U.K. subsidiary, Ultralife Batteries (UK) Ltd., had approximately $494 outstanding under its revolving credit facility with a commercial bank in the U.K. This credit facility provides the Company’s U.K. operation with additional financing flexibility for its working capital needs. Any borrowings against this credit facility are collateralized with that company’s outstanding accounts receivable balances. There was approximately $280 in additional borrowing capacity under this credit facility as of April 1, 2006.

8.

INCOME TAXES

     The liability method, prescribed by SFAS No. 109, “Accounting for Income Taxes”, is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are

measured using the enacted tax rates and laws that may be in effect when the differences are expected to reverse.

     For the three-month period ended April 1, 2006, the Company recorded an income tax provision of $84, related mainly to the income reported for U.S. operations during the period. The Company has not recognized a deferred tax asset pertaining to cumulative historical losses for its U.K. subsidiary, as management does not believe it is more likely than not that they will realize the benefit of these losses. As a result, there is no provision for income taxes for the U.K. subsidiary reflected in the Condensed Consolidated Statement of Income.

     At April 1, 2006, the Company has a deferred tax asset of $23,639 reflecting significant net operating losses related to past years’ cumulative losses. The Company believes that it is more likely than not that it will be able to utilize the U.S. net operating loss carryforwards that have accumulated over time. Management’s belief is based on the expectation that the U.S. federal and state deferred tax assets will be realized primarily through future taxable income from operations, and partly from reversing taxable temporary differences. The Company will continually monitor the assumptions and performance results to assess the realizability of the tax benefits of the U.S. net operating losses and other deferred tax assets.

     The Company has determined that a change in ownership as defined under Internal Revenue Code Section 382 occurred during the fourth quarter of 2003 and again during the third quarter of 2005. As such, the domestic net operating loss carryforward will be subject to an annual limitation. Management believes such limitation will not impact the Company’s ability to realize the deferred tax asset. In addition, certain of the Company’s NOL carryforwards are subject to U.S. alternative minimum tax such that carryforwards can offset only 90% of alternative minimum taxable income. This limitation did not have an impact on income taxes determined for 2005.

9.

COMMITMENTS AND CONTINGENCIES

     As of April 1, 2006, the Company had open capital commitments to purchase approximately $146 of production machinery and equipment.

     The Company estimates future costs associated with expected product failure rates, material usage and service costs in the development of its warranty obligations. Warranty reserves are based on historical experience of warranty claims and generally will be estimated as a percentage of sales over the warranty period. In the event the actual results of these items differ from the estimates, an adjustment to the warranty obligation would be recorded. Changes in the Company’s product warranty liability during the first three months in 2006 were as follows:

Balance at December 31, 2005		$	464
Accruals for warranties issued			18
Settlements made			(22	)
Balance at April 1, 2006		$	460

     A retail end-user of a product manufactured by one of the Company’s customers (the “Customer”), made a claim against the Customer wherein it asserted that the Customer’s product, which is powered by an Ultralife battery, does not operate according to the Customer’s product specification. No claim has been filed against Ultralife. However, in the interest of fostering good customer relations, in September 2002, Ultralife agreed to lend technical support to the Customer in defense of its claim. Additionally, Ultralife assured the Customer that it would honor its warranty by replacing any batteries that may be

determined to be defective. Subsequently, the Company learned that the end-user and the Customer settled the matter. In February 2005, Ultralife and the Customer entered into a settlement agreement. Under the terms of the agreement, Ultralife has agreed to provide replacement batteries for product determined to be defective, to warrant each replacement battery under the Company’s standard warranty terms and conditions, and to provide the Customer product at a discounted price for a period of time in recognition of the Customer’s administrative costs in responding to the claim of the retail end-user. In consideration of the above, the Customer released Ultralife from any and all liability with respect to this matter. Consequently, the Company does not anticipate any further expenses with regard to this matter other than its obligations under the settlement agreement. The Company’s warranty reserve as of April 1, 2006 includes an accrual related to anticipated replacements under this agreement. Further, the Company does not expect the ongoing terms of the settlement agreement to have a material impact on the Company’s operations or financial condition.

     The Company is subject to legal proceedings and claims that arise in the normal course of business. The Company believes that the final disposition of such matters will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

     In conjunction with the Company’s purchase/lease of its Newark, New York facility in 1998, the Company entered into a payment-in-lieu of tax agreement, which provides the Company with real estate tax concessions upon meeting certain conditions. In connection with this agreement, a consulting firm performed a Phase I and II Environmental Site Assessment, which revealed the existence of contaminated soil and ground water around one of the buildings. The Company retained an engineering firm, which estimated that the cost of remediation should be in the range of $230. Through April 1, 2006, total costs incurred have amounted to approximately $100, none of which have been capitalized. In February 1998, the Company entered into an agreement with a third party which provides that the Company and this third party will retain an environmental consulting firm to conduct a supplemental Phase II investigation to verify the existence of the contaminants and further delineate the nature of the environmental concern. The third party agreed to reimburse the Company for fifty percent (50%) of the cost of correcting the environmental concern on the Newark property. The Company has fully reserved for its portion of the estimated liability. Test sampling was completed in the spring of 2001, and the engineering report was submitted to the New York State Department of Environmental Conservation (NYSDEC) for review. NYSDEC reviewed the report and, in January 2002, recommended additional testing. The Company responded by submitting a work plan to NYSDEC, which was approved in April 2002. The Company sought proposals from engineering firms to complete the remedial work contained in the work plan. A firm was selected to undertake the remediation and in December 2003 the remediation was completed, and was overseen by the NYSDEC. The report detailing the remediation project, which included the test results, was forwarded to NYSDEC and to the New York State Department of Health (NYSDOH). The NYSDEC, with input from the NYSDOH, requested that the Company perform additional sampling. A work plan for this portion of the project was written and delivered to the NYSDEC and approved. In November 2005, additional soil, sediment and surface water samples were taken from the area outlined in the work plan, as well as groundwater samples from the monitoring wells. The Company received the laboratory analysis and met with the NYSDEC in March 2006 to discuss the results. The Company’s outside environmental consulting firm is preparing a final investigation report to be submitted to the NYSDEC by the end of May 2006. The environmental consulting firm previously estimated that the final cost to the Company to remediate the requested area would be approximately $28, based on the submitted work plan. This further analysis will increase the estimated remediation costs modestly. At April 1, 2006 and December 31, 2005, the Company had $45 and $38, respectively, reserved for this matter.

     The Company has had certain “exigent”, non-bid contracts with the government, which have been subject to an audit and final price adjustment, which have resulted in decreased margins compared with the original terms of the contracts. As of April 1, 2006, there were no outstanding exigent contracts with the government. As part of its due diligence, the government has conducted post-

audits of the completed exigent contracts to ensure that information used in supporting the pricing of exigent contracts did not differ materially from actual results. In September 2005, the Defense Contracting Audit Agency (DCAA) presented its findings related to the audits of three of the exigent contracts, suggesting a potential pricing adjustment of approximately $1,400 related to reductions in the cost of materials that occurred prior to the final negotiation of these contracts. The Company has reviewed these audit reports, has submitted its response to these audits and believes, taken as a whole, the proposed audit adjustments can be offset with the consideration of other compensating cost increases that occurred prior to the final negotiation of the contracts. While the Company believes that potential exposure exists relating to any final negotiation of these proposed adjustments, it cannot reasonably estimate what, if any, adjustment may result when finalized. Such adjustments could reduce margins and have an adverse effect on the Company’s business, financial condition and results of operations.

10.

BUSINESS SEGMENT INFORMATION

     The Company reports its results in three operating segments: Non-rechargeable Batteries, Rechargeable Batteries, and Technology Contracts. The Non-rechargeable Batteries segment includes 9-volt, cylindrical and various other non-rechargeable specialty batteries. The Rechargeable Batteries segment includes the Company’s lithium polymer and lithium ion rechargeable batteries and battery chargers and accessories. The Technology Contracts segment includes revenues and related costs associated with various development contracts. The Company looks at its segment performance at the gross margin level, and does not allocate research and development or selling, general and administrative costs against the segments. All other items that do not specifically relate to these three segments and are not considered in the performance of the segments are considered to be Corporate charges.

Three-Month Period Ended April 1, 2006

		Non-
		rechargeable				Rechargeable				Technology
		Batteries				Batteries				Contracts				Corporate				Total
Revenues		$	15,645			$	2,565			$	109			$	—			$	18,319
Segment contribution			3,322				696				(48	)			(3,742	)			228
Interest expense, net															(160	)			(160	)
Miscellaneous															156				156
Income taxes-current															(4	)			(4	)
Income taxes-deferred															(80	)			(80	)
Net income																		$	140
Total assets		$	46,103			$	3,907			$	0			$	30,421			$	80,431

Three Month Period Ended April 2, 2005

		Non-
		rechargeable				Rechargeable				Technology
		Batteries				Batteries				Contracts				Corporate				Total
Revenues		$	12,808			$	2,128			$	427			$	—			$	15,363
Segment contribution			1,940				51				32				(3,747	)			(1,724	)
Interest expense, net															(133	)			(133	)
Miscellaneous															(3	)			(3	)
Income taxes-current															17				17
Income taxes-deferred															293				293
Net loss																		$	(1,550	)
Total assets		$	38,850			$	4,461			$	510			$	38,255			$	82,076

11.

FIRES AT MANUFACTURING FACILITIES

     In May 2004 and June 2004, the Company experienced two fires that damaged certain inventory and property at its facilities. The May 2004 fire occurred at the Company’s U.S. facility and was caused by cells that shorted out when a forklift truck accidentally tipped the cells over in an oven in an enclosed area. Certain inventory, equipment and a small portion of the building where the fire was contained were damaged. The June 2004 fire happened at the Company’s U.K. location and mainly caused damage to various inventory and the U.K. company’s leased facility. The fire was contained mainly in a bunkered, non-manufacturing area designed to store various material, and there was additional smoke and water damage to the facility and its contents. It is unknown how the U.K. fire was started. The fires caused relatively minor disruptions to the production operations, and had no impact on the Company’s ability to meet customer demand during that quarter.

     The total amount of the two losses and related expenses associated with Company-owned assets was approximately $2,000. Of this total, approximately $450 was related to machinery and equipment, approximately $750 was related to inventory and approximately $800 was required to repair and clean up the facilities. The insurance claim related to the fire at the Company’s U.S. facility was finalized in March 2005. As of April 1, 2006, the Company had received notice of a final claim settlement for the U.K. facility. Through April 1, 2006, the Company has received approximately $1,900 in cash from the insurance companies to compensate it for its losses. As a result of the final settlement for the fire at the U.K. facility, the Company reflected a gain of $148 in the first quarter of 2006 related to equipment and inventory damage. At April 1, 2006, the Company’s current assets in its Condensed Consolidated Balance Sheet included a receivable from insurance companies for $311, representing remaining proceeds to be received. In April 2006 the Company received payment in final settlement.

12.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

     In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments.” SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 also resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” SFAS No. 155 eliminates the exemption from applying SFAS No. 133 to interests in securitized financial assets so that similar instruments are accounted for in the same manner regardless of the form of the instruments. SFAS No. 155 allows a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a re-measurement (new basis) event, on an instrument-by-instrument basis. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The fair value election provided for in paragraph 4(c) of SFAS No. 155 may also be applied upon adoption of SFAS No. 155 for hybrid financial instruments that had been bifurcated under paragraph 12 of SFAS No. 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of SFAS No. 155 may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis. The Company is currently assessing any potential impact of adopting this pronouncement.

     In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156 (“SFAS” No. 156), “Accounting for Servicing of Financial Assets,” an amendment of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either

fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS 156 is effective for an entity’s first fiscal year beginning after September 15, 2006. The Company is assessing any potential impact of adopting this pronouncement.

13.

SUBSEQUENT EVENTS AND LIQUIDITY

     At April 1, 2006, the Company was not in compliance with the EBIT (as defined) to interest covenant pertaining to its $25,000 credit facility, as amended, with its primary lending banks. On May 3, 2006, however, the banks provided the Company with a waiver of the financial covenant violation as of the end of the first quarter of 2006.

     As a result of the uncertainty of the Company’s ability to comply with the financial covenants within the next year, the Company is continuing to classify all of the debt associated with this credit facility as a current liability on the Condensed Consolidated Balance Sheet as of April 1, 2006.

     While the Company believes relations with its lenders are good and has received waivers as necessary in the past, there can be no assurance that such waivers can always be obtained. In such case, the Company believes it has, in the aggregate, sufficient cash, cash generation capabilities from operations, working capital, and financing alternatives at its disposal, including but not limited to alternative borrowing arrangements and other available lenders, to fund operations in the normal course.

     The Company continues to be optimistic about its future prospects and growth potential. The improvement in the Company’s financial position in recent years has enhanced the Company’s ability to acquire additional financing. The Company continually explores various sources of capital, including leasing alternatives, issuing new or refinancing existing debt, and raising equity through private or public offerings. Although it stays abreast of such financing alternatives, the Company believes it has the ability over the next 12 months to finance its operations primarily through internally generated funds, or through the use of additional financing that currently is available to the Company.

     As of April 1, 2006, cash and cash equivalents totaled $3,491, an increase of $277 from the beginning of the year.

     Management’s plan to achieve sustained operational profitability and reduce the negative cash flows from operations that it experienced during 2005 includes reducing the build-up of inventory related to the production of BA-5390s and executing certain cost cutting objectives that were begun in September 2005. Additionally, the Company believes it has adequate third party financing available to fund its operations or could obtain other financing, if needed.

     If the Company is unable to achieve its plans or unforeseen events occur, the Company may need to implement alternative plans. While the Company believes it could complete its original plans or alternative plans, if necessary, there can be no assurance that such alternatives would be available on acceptable terms and conditions or that the Company would be successful in its implementation of such plans.

     On May 1, 2006, the Company entered into a definitive agreement to acquire substantially all of the assets of McDowell Research, Limited (McDowell), a manufacturer of military communications accessories located in Waco, Texas, for a total value of approximately $25,000. The acquisition is expected to close by the end of July 2006. Under the terms of the agreement, the purchase price of approximately $25,000 will consist of $5,000 cash and a $20,000 non-transferable convertible note to be held by the

sellers. The cash portion is expected to be financed by Ultralife’s primary lending banks. The $20,000 convertible note carries a five year term and is convertible at $15 per share into 1.33 million shares of Ultralife common stock, with a forced conversion feature at $17.50 per share. Ultralife anticipates that this acquisition will be accretive in 2006.

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

     The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This report contains certain forward-looking statements and information that are based on the beliefs of management as well as assumptions made by and information currently available to management. The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for the Company’s products and services, addressing the process of U.S. military procurement of batteries, the successful commercialization of the Company’s advanced rechargeable batteries, general economic conditions, government and environmental regulation, finalization of non-bid government contracts, competition and customer strategies, technological innovations in the non-rechargeable and rechargeable battery industries, changes in the Company’s business strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw materials supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those described herein as anticipated, believed, estimated or expected.

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying consolidated financial statements and notes thereto contained herein and the Company’s consolidated financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2005.

     The financial information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in thousands of dollars.

General

     Ultralife Batteries, Inc. is a global provider of power solutions for diverse applications. The Company develops, manufactures and markets a wide range of non-rechargeable and rechargeable batteries, charging systems and accessories for use in military, industrial and consumer portable electronic products. Through its range of standard products and engineered solutions, Ultralife is at the forefront of providing the next generation of power systems. The Company believes that its technologies allow the Company to offer batteries that are flexibly configured, lightweight and generally achieve longer operating time than many competing batteries currently available.

     The Company reports its results in three operating segments: Non-rechargeable Batteries, Rechargeable Batteries, and Technology Contracts. The Non-rechargeable Batteries segment includes 9-volt, cylindrical and various other non-rechargeable specialty batteries. The Rechargeable Batteries segment includes the Company’s lithium polymer and lithium ion rechargeable batteries and battery chargers and accessories. The Technology Contracts segment includes revenues and related costs associated with various development contracts. The Company looks at its segment performance at the gross margin level, and does not allocate research and development or selling, general and administrative costs against the segments. All other items that do not specifically relate to these three segments and are not considered in the performance of the segments are considered to be Corporate charges.

Results of Operations (dollars in thousands, except per share amounts)

Three-month periods ended April 1, 2006 and April 2, 2005

               Impact of Adoption of FAS 123R. Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“FAS 123R”) requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The Company adopted the modified prospective method of adoption, resulting in no restatement of the Company’s prior period results. The total amount of non-cash, stock-based compensation expense for the first quarter of 2006 was $258. Since the Company had not adopted this pronouncement in 2005, there was no expense for share-based compensation in the Company’s 2005 reported results. (See Note 3 for additional information.)

          In order for investors to be able to accurately assess the change in the Company’s operating performance from year to year, a reconciliation from the Company’s reported results to a non-GAAP measurement is being provided. The table below presents a reconciliation from the reported results to a non-GAAP measurement by adjusting out the stock-based compensation expense included in the first quarter 2006 results and comparing it to the comparable period results in 2005.

		Three-Month								Three-Month				Three-Month
		Period Ended								Period Ended				Period Ended
		April 1, 2006				FAS 123R				April 1, 2006				April 2, 2005
		(as reported)				Impact				(as adjusted)				(as reported)
Revenues		$	18,319			$	—			$	18,319			$	15,363
Cost of Products Sold			14,349				(34	)			14,315				13,340
Gross Margin			3,970				34				4,004				2,023
Operating Expenses			3,742				(224	)			3,518				3,747
Operating Income/(Loss)		$	228			$	258			$	486			$	(1,724	)

          The information provided in the table above provides the added information of showing the effect of the adoption of FAS123R on gross margin and operating expenses as they affect the Company’s business model. The Company believes that this provides added information to investors who seek to utilize this information, which although not a GAAP measurement, is utilized in several recognized models of the value of a firm.

          Revenues. Consolidated revenues for the three-month period ended April 1, 2006 amounted to $18,319, an increase of $2,956, or 19%, from the $15,363 reported in the same quarter in the prior year. Non-rechargeable battery sales increased $2,837, or 22%, from $12,808 last year to $15,645 this year. This increase is attributable to higher sales of batteries to commercial customers, particularly in the automotive telematics market, and modestly higher sales of a variety of batteries to military customers. These increases were offset in part by a decline in 9-volt sales. Rechargeable revenues increased $437, or 21%, from $2,128 to $2,565, driven by increases in a broadening base of rechargeable products. Technology Contract revenues were $109 in the first quarter of 2006, a decrease of $318 from the $427 reported in the first quarter of 2005 mainly attributable to the nearing of completion on the Company’s development contract with General Dynamics.

          Cost of Products Sold. Cost of products sold totaled $14,349 for the quarter ended April 1, 2006, an increase of $1,009, or 8%, over the same three-month period a year ago. The gross margin on consolidated revenues for the quarter was $3,970, an increase of $1,947 over the $2,023 reported in the same quarter in the prior year due to the increase in revenues and a favorable product mix. As a percentage of revenues, gross margins amounted to 22% in the first quarter of 2006, an increase from 13% reported in the first quarter of 2005. Non-rechargeable battery margins were $3,322, or 21% of revenues, for the first quarter of 2006 compared with $1,940, or 15% of revenues, in the same period in 2005 primarily due to increased production efficiencies. In the Company’s Rechargeable operations,