PERFORMANCE GRAPH
The graph below matches our cumulative five-year total shareholder return on common
stock with the cumulative total returns of the Nasdaq U.S. Index and the Nasdaq Electronic
Components Index. The graph tracks the performance of a $100 investment in our common
stock and in each of the indexes from December 31, 2005 to December 31, 2010.
Comparison of Cumulative Five Year Total Return
$200
$150
$100
$50
$0
2005
2006
2007
2008
2009
2010
Ultralife Corporation
Nasdaq U.S. Index
Nasdaq Electronic Components Index
TO OUR SHAREHOLDERS
As your new President and CEO since late December 2010, I want to share with you my
thoughts about Ultralife’s strengths and opportunities, and my priorities for 2011.
From my perspective, Ultralife is a fundamentally solid and financially sound manufacturing
company with a strong foothold in the U.S. government defense business. Importantly, the
company possesses talented employees who work together to get the job done and an attractive
array of power and energy storage products. These products, which serve the ever-increasing
need for mobile power in military, communications, energy and other commercial markets,
present us with attractive opportunities for sustainable and profitable long-term growth.
My predecessor, John Kavazanjian, had successfully moved the company up the value chain
from selling 9-volt batteries to selling a wide array of power products and communications
systems with greater engineered content. It is my overarching objective to expand our
opportunities at the high end of the value chain by building global scale into our business
model and employing a deliberate approach to new product development and sales. With
global scale, Ultralife has the potential to double or triple in size over the next several years
and deliver significantly higher profitability.
2011 will be devoted to readying the company to seize these opportunities. Some of our key
priorities are:
1. We are working to optimize the company’s profitability over the long term. Whereas the
company has made good progress in 2010 in keeping operating expenses in check, we still
have more to accomplish to reduce operating expenses as a percentage of sales. We also
plan to improve gross margins. To that end, we have commenced a global Lean
implementation program focused on eliminating waste and decreasing cycle times to
improve productivity, while reducing inventory to deleverage our balance sheet. Our goal
is to convert this program into a culture.
2. We have commenced the development and execution of a robust game plan for growth
which includes efforts to diversify our revenues beyond our core US Government and
defense business. We see good growth opportunities internationally, including China, and
we are planning to expand our commercial business and continue to develop new products
for renewable energy applications. As our global participation increases, we will develop a
global manufacturing strategy to align our fulfillment capability with customer
requirements, and to reduce costs.
3. We will continue to take a close look at all of our products and assess each of their
potential mid- and long-term contributions to the sustainable growth and profitability of the
company. We will measure each against other new technology and growth opportunities
that come across our radar screen. This review process led us to decide in March 2011 to
exit our Energy Services business to refocus our operations on profitable growth
opportunities in our Battery & Energy Products and Communications Systems business
segments. While the broad range of opportunities spanning global energy,
communications, military/defense and commercial markets make us very optimistic about
the future of Ultralife, it also drives home the importance of our pursuit of new products
and businesses that line up well with our core competencies, and our ability to create a
clear value proposition with a sustainable competitive advantage.
4. We are taking steps to more fully leverage our established China operation to accelerate
our global growth and manufacturing cost competitiveness. I am working closely with our
talented team in China and building off of almost two decades of my own Asia experience
to ensure that they are getting the full support and attention needed to be successful.
In short, while we acknowledge the challenges which lie ahead, we are fully leveraging the
strengths of our people, products and technical expertise and combining these strengths with
dynamic and deliberate plans for future product development and sales growth. Through
collaboration among our employees and with our partners, customers and vendors, I believe
Ultralife has a bright future ahead and I look forward to reporting the success of our initiatives
with you.
Michael D. Popielec
President and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2010
OR
/ / Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission file number 0-20852
ULTRALIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
16-1387013
(I.R.S. Employer
Identification No.)
2000 Technology Parkway, Newark, New York
(Address of principal executive offices)
14513
(Zip Code)
Registrant's telephone number, including area code: (315) 332-7100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.10 per share
Name of each exchange on which registered
The NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes…. No..X...
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act. Yes…. No..X...
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes..X… No….
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web
site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes..… No….
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405
of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer …. Accelerated filer ..X… Non-accelerated filer …. Smaller reporting company ….
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act). Yes…. No..X...
On June 27, 2010, the aggregate market value of the common stock held by non-affiliates of the registrant
was approximately $54,000,000 (in whole dollars) based upon the closing price for such common stock as reported on
the NASDAQ Global Market on June 25, 2010.
As of February 27, 2011, the registrant had 17,291,361 shares of common stock outstanding, net of 1,372,598
treasury shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant’s definitive proxy statement relating to the June 7, 2011 Annual Meeting of
Shareholders are specifically incorporated by reference in Part III, Items 10, 11, 12, 13 and 14 of this Annual Report
on Form 10-K, except for the equity plan information required by Item 12 as set forth therein.
TABLE OF CONTENTS
ITEM
PAGE
PART I
1 Business ..................................................................................................................3
1A Risk Factors ............................................................................................................17
1B Unresolved Staff Comments ..................................................................................25
2 Properties ................................................................................................................25
3 Legal Proceedings...................................................................................................26
4 Reserved..................................................................................................................26
PART II
5 Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities ..............................................27
6 Selected Financial Data ..........................................................................................28
7 Management’s Discussion and Analysis of Financial Condition and
Results of Operations............................................................................................29
7A Quantitative and Qualitative Disclosures About Market Risk ............................46
8 Financial Statements and Supplementary Data......................................................47
9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure .............................................................................................83
9A Controls and Procedures.........................................................................................83
9B Other Information ...................................................................................................85
PART III
10 Directors, Executive Officers and Corporate Governance ....................................86
11 Executive Compensation ........................................................................................86
12 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters ................................................................................86
13 Certain Relationships and Related Transactions, and Director Independence......86
14 Principal Accountant Fees and Services ................................................................86
PART IV
15 Exhibits, Financial Statement Schedules ...............................................................87
Signatures .....................................................................................................................92
PART I
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 our products and services, addressing the process of U.S. defense procurement, the successful
commercialization of our products, the successful integration of our acquired businesses, the impairment of our intangible
assets, general domestic and global economic conditions, including the uncertainty with government budget approvals,
government and environmental regulations, finalization of non-bid government contracts, competition and customer
strategies, technological innovations in the non-rechargeable and rechargeable battery industries, changes in our business
strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw material
supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. Should one
or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
differ materially from those forward-looking statements described herein as anticipated, believed, estimated or expected or
words of similar import. When used in this report, the words “anticipate”, “believe”, “estimate” or “expect” or words of
similar import are intended to identify forward-looking statements. For further discussion of certain of the matters
described above and other risks and uncertainties, see “Risk Factors” in Item 1A of this annual report.
As used in this annual report, unless otherwise indicated, the terms “we”, “our” and “us” refer to Ultralife
Corporation and include our wholly-owned subsidiaries, Ultralife Batteries (UK) Ltd., McDowell Research Co., Inc., ABLE
New Energy Co., Limited and its wholly-owned subsidiary ABLE New Energy Co., Ltd, RedBlack Communications, Inc.
and Ultralife Energy Services Corporation, and our majority-owned joint venture Ultralife Batteries India Private Limited.
Dollar amounts throughout this Form 10-K Annual Report are presented in thousands of dollars, except for per
share amounts.
ITEM 1. BUSINESS
General
We offer products and services ranging from portable and standby power solutions to communications and
electronics systems. Through our engineering and collaborative approach to problem solving, we serve government,
defense and commercial customers across the globe. We design, manufacture, install and maintain power and
communications systems
rechargeable and non-rechargeable batteries, standby power systems,
communications and electronics systems and accessories, and custom engineered systems, solutions and services. We
continually evaluate various ways to grow, including opportunities to expand through mergers, acquisitions and business
partnerships.
including:
We sell our products worldwide through a variety of trade channels, including original equipment manufacturers
(“OEMs”), industrial and retail distributors, national retailers and directly to U.S. and international defense departments.
We enjoy strong name recognition in our markets under our Ultralife® Batteries, McDowell Research®, RedBlackTM
Communications, AMTITM, Stationary Power ServicesTM, U.S. Energy SystemsTM, RPS Power SystemsTM and ABLETM
brands. We have sales, operations and product development facilities in North America, Europe and Asia.
Beginning January 1, 2010, we now report our results in three operating segments instead of four: Battery &
Energy Products; Communications Systems; and Energy Services. This change in segment reporting is more consistent
with how we now manage our business operations. The Non-Rechargeable Products and Rechargeable Products
segments have been combined into a single segment called Battery & Energy Products. The Communications Systems
segment now includes our RedBlack Communications business, which was previously included in the Design &
Installation Services segment. The Design & Installation Services segment has been renamed Energy Services and
encompasses our standby power and wireless businesses. Research, design and development contract revenues and
expenses, which were previously included in the Design & Installation Services segment, have been captured under the
respective operating segment in which the work is performed.
The Battery & Energy Products segment includes: lithium 9-volt, cylindrical and various other non-rechargeable
batteries, in addition to rechargeable batteries, uninterruptable power supplies and accessories, such as cables. The
Communications Systems segment includes: power supplies, cable and connector assemblies, RF amplifiers, amplified
speakers, equipment mounts, case equipment, integrated communication system kits, charging systems and
3
communications and electronics systems design. The Energy Services segment includes: standby power and systems
design, installation and maintenance activities. We look at our segment performance at the gross margin level, and we do
not allocate research and development, except for research, design and development contracts as noted above, 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. (See Note
10 in the Notes to Consolidated Financial Statements.)
Our website address is www.ultralifecorp.com. We make available free of charge via a hyperlink on our website
our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to
those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities
and Exchange Commission (“SEC”). We will provide copies of these reports upon written request to the attention of
Peter F. Comerford, Secretary, Ultralife Corporation, 2000 Technology Parkway, Newark, New York, 14513. Our filings
with the SEC are also available through the SEC website at www.sec.gov or at the SEC Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549 or by calling 1-800-SEC-0330.
Battery & Energy Products
We manufacture and/or market a family of lithium-manganese dioxide (Li-MnO2) non-rechargeable batteries
including 9-volt, HiRate® cylindrical, Thin Cell®, and other form factors. We also manufacture and market a family of
lithium-thionyl chloride (Li-SOCl2) non-rechargeable batteries produced at our Chinese operating unit. Applications for our
9-volt batteries include: smoke alarms, wireless security systems and intensive care monitors, among many other devices.
Our HiRate and Thin Cell lithium non-rechargeable batteries are sold primarily to the military and to OEMs in industrial
markets for use in a variety of applications including radios, automotive telematics, emergency radio beacons, search and
rescue transponders, pipeline inspection gauges, portable medical devices and other specialty instruments and applications.
Military applications for our non-rechargeable HiRate batteries include: man-pack and survival radios, night vision devices,
targeting devices, chemical agent monitors and thermal imaging equipment. Our lithium-thionyl chloride batteries, sold
under our ABLE and Ultralife brands as well as various private label brands, are used in a variety of applications including
utility meters, wireless security devices, electronic meters, automotive electronics and geothermal devices. We believe that
the chemistry of lithium batteries provides significant advantages over other currently available non-rechargeable battery
technologies. These advantages include: lighter weight, longer operating time, longer shelf life and a wider operating
temperature range. Our non-rechargeable batteries also have relatively flat voltage profiles, which provide stable power.
Conventional non-rechargeable batteries, such as alkaline batteries, have sloping voltage profiles that result in decreasing
power output during discharge. While the price for our lithium batteries is generally higher than alkaline batteries, the
increased energy per unit of weight and volume of our lithium batteries allow for longer operating times and less frequent
battery replacements for our targeted applications.
We believe that our range of lithium ion rechargeable batteries and charging systems offer substantial benefits,
including the ability to design and produce lightweight, high-energy batteries in a variety of custom sizes, shapes, and
thickness. We market lithium ion rechargeable batteries comprising cells manufactured by qualified cell manufacturers.
Our rechargeable products can be used in a wide variety of applications including communications, medical and other
portable electronic devices. We believe that the chemistry of our lithium ion batteries provides significant advantages
over other currently available rechargeable batteries. These advantages include lighter weight, longer operating time,
longer time between charges and a wider operating temperature range. Conventional rechargeable batteries such as nickel
metal hydride and nickel cadmium, are heavier, have lower energy and require more frequent charging.
Within this segment, we also seek to fund the development of new products to advance our technologies through
contracts with both government agencies and third parties. We have been successful in obtaining awards for such programs
for power-system technologies.
We continue to obtain contracts that are in parallel with our efforts to ultimately commercialize products that we
develop. Revenues in this segment that pertain to technology contracts may vary widely each year, depending upon the
quantity and size of contracts obtained.
Revenues for this segment for the year ended December 31, 2010 were $94,643 and segment contribution (gross
margin) was $21,653.
Communications Systems
Under our McDowell Research and AMTI brands, we design and manufacture a line of communications systems
and accessories to support military communications systems, including power supplies, power cables, connector
4
assemblies, RF amplifiers, amplified speakers, equipment mounts, case equipment and integrated communication systems
such as tactical repeaters and SATCOM-On-The-Move systems. Products include field deployable systems, which
operate from wide-ranging AC and DC sources using a basic building block approach, allowing for a quick response to
specialized applications. All systems are packaged to meet specific customer needs in rugged enclosures to allow for their
use in severe environments. We market these products to all branches of the U.S. military, approved foreign defense
organizations, and U.S. and international prime defense contractors. In addition, under our RedBlack Communications
brand, we design, integrate and field mobile, modular and fixed-site communication and electronic systems.
Revenues for this segment for the year ended December 31, 2010 were $72,176 and segment contribution (gross
margin) was $25,003.
Energy Services
Energy Services include the design, installation, integration and maintenance of standby power systems.
Additionally, we offer lead-acid batteries and uninterruptable power supplies, sold under our RPS Power Systems brand,
and other brands, for the standby power market. Products include standby batteries and uninterruptable power supplies for
use in telecommunications, banking, aerospace and information services industries.
Revenues for this segment for the year ended December 31, 2010 were $11,758 and segment contribution (gross
margin) was $(87).
On March 8, 2011, our senior management, as authorized by our Board of Directors, decided to exit our Energy
Services business. As a result of management’s ongoing review of our business segments and products, and taking into
account the growth and profitability potential of the Energy Services segment as well as its sizeable operating losses over
the last several years, we determined it was appropriate to refocus our operations on profitable growth opportunities
presented in our other segments, Battery & Energy Products and Communications Systems. In the fourth quarter of 2010,
we recorded a non-cash impairment charge of $13,793 to write-off the goodwill and intangible assets and certain fixed
assets associated with the standby power portion of our Energy Services business. We anticipate that the actions taken to
exit our Energy Services business will result in the elimination of approximately 40 jobs and the closing of five facilities,
primarily in California, Florida and Texas, over several months. We expect to complete all exit activities with respect to
our Energy Services segment by the end of the third quarter. Upon completion, we will reclassify our Energy Services
segment as a discontinued operation.
In connection with the exit activities described above, we expect that we will record total restructuring charges
of approximately $3,200, the majority of which are related to employee-related costs, including termination benefits, lease
termination costs and inventory and fixed asset write-downs, of which approximately $1,200 will be recorded in the first
quarter of 2011. The cash component of the aggregate charge is expected to be approximately $2,200.
Corporate
We allocate revenues and cost of sales across the above operating segments. The balance of income and expense,
including but not limited to research and development expenses, and selling, general and administrative expenses, are
reported as Corporate expenses.
There were no revenues for this category for the year ended December 31, 2010 and corporate expenses were
$52,450.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations and the 2010
Consolidated Financial Statements and Notes thereto for additional information. For information relating to total assets by
segment, revenues for the last three years by segment, and contribution by segment for the last three years, see Note 10 in the
Notes to Consolidated Financial Statements.
History
We were formed as a Delaware corporation in December 1990. In March 1991, we acquired certain technology
and assets from Eastman Kodak Company ("Kodak") relating to its 9-volt lithium-manganese dioxide non-rechargeable
battery. In December 1992, we completed our initial public offering and became listed on NASDAQ. In June 1994, we
formed a subsidiary, Ultralife Batteries (UK) Ltd. (“Ultralife UK”), which acquired certain assets of Dowty Group PLC
(“Dowty”) and provided us with a presence in Europe. In May 2006, we acquired ABLE New Energy Co., Ltd. (“ABLE”),
an established manufacturer of lithium batteries located in Shenzhen, China, which broadened our product offering and
5
provided additional exposure to new markets. In July 2006, we finalized the acquisition of substantially all the assets of
McDowell Research, Ltd. (“McDowell”), a manufacturer of military communications accessories located originally in
Waco, Texas, with the operations having been relocated to the Newark, New York facility during the second half of 2007,
which enhanced our channels into the military communications area and strengthened our presence in global defense
markets. In September 2007, we acquired RedBlack Communications, Inc. (“RedBlack”), located in Hollywood,
Maryland, an engineering and technical services firm specializing in the design, integration, and fielding of mobile,
modular and fixed-site communication and electronic systems. The acquisition provided a natural extension to our
communications systems business and opened another channel of distribution for our broad portfolio of communications
systems, accessories and portable power products.
In November 2007, we acquired Stationary Power Services, Inc.
(“Stationary Power”) and RPS Power Systems, Inc. (“RPS”), affiliated companies both located in Clearwater, Florida.
Stationary Power is an infrastructure power management services firm specializing in the engineering, installation and
preventive maintenance of standby power systems, uninterruptible power supply systems, DC power systems and
switchgear/control systems for the telecommunications, aerospace, banking and information services industries. RPS
supplies lead acid batteries for use in the design and installation of standby power systems. The Stationary Power
acquisition furthered our transformation to a value-added power solutions, accessories and engineering services company
serving a broad spectrum of government, defense and commercial markets. In March 2008, we formed a joint venture,
named Ultralife Batteries India Private Limited (“India JV”), with our distributor partner in India. The India JV
assembles Ultralife power solution products and manages local sales and marketing activities, serving commercial,
government and defense customers throughout India. We have invested cash into the India JV, as consideration for our
51% ownership stake in the India JV. In November 2008, we acquired certain assets of U.S. Energy Systems, Inc. and its
services affiliate, U.S. Power Services, Inc. (“USE” collectively), a nationally recognized standby power installation and
power management services business located in Riverside, California. The acquisition was made to advance our goal of
becoming the leading provider of engineering, installation, integration and maintenance services to the growing standby
power industry. In March 2009, we acquired the tactical communications products business of Science Applications
International Corporation. The tactical communications products business (“AMTI”) designs, develops and manufactures
tactical communications products including: amplifiers, man-portable systems, cables, power solutions and ancillary
communications equipment, which are sold by Ultralife under the brand name AMTI. The acquisition strengthened our
communications systems business and provided us with direct entrée into the handheld radio/amplifier market,
complementing Ultralife’s communications systems offerings. In January 2010, Stationary Power and RPS formally
merged, with Stationary Power being the surviving corporation. Subsequent to the merger, we renamed Stationary Power
to Ultralife Energy Services Corporation (“UES”).
Products, Services and Technology
Battery & Energy Products
A non-rechargeable battery is used until discharged and then discarded. The principal competing non-
rechargeable battery technologies are carbon-zinc, alkaline and lithium. We manufacture a range of non-rechargeable
battery products based on lithium-manganese dioxide and lithium-thionyl chloride technologies.
Our non-rechargeable battery products are based on lithium-manganese dioxide and lithium-thionyl chloride
technologies. We believe that the chemistry of lithium batteries provides significant advantages over currently available
non-rechargeable battery technologies, which include: lighter weight, longer operating time, longer shelf life, and a wider
operating temperature range. Our non-rechargeable batteries also have relatively flat voltage profiles, which provide stable
power. Conventional non-rechargeable batteries, such as alkaline batteries, have sloping voltage profiles that result in
decreasing power during discharge. While the prices for our lithium batteries are generally higher than commercially
available alkaline batteries produced by others, we believe that the increased energy per unit of weight and volume of our
batteries will allow longer operating time and less frequent battery replacements for our targeted applications. As a result,
we believe that our non-rechargeable batteries are price competitive with other battery technologies on a price per unit of
energy or volume basis.
Our non-rechargeable products include the following product configurations:
9-Volt Lithium Battery. Our 9-volt lithium battery delivers a unique combination of high energy and stable voltage,
which results in a longer operating life for the battery and, accordingly, fewer battery replacements. While our 9-volt battery
price is generally higher than conventional 9-volt carbon-zinc and alkaline batteries, we believe the enhanced operating
performance and decreased costs associated with battery replacement make our 9-volt battery more cost effective than
conventional batteries on a cost per unit of energy or volume basis when used in a variety of applications.
6
We market our 9-volt lithium batteries to OEM, distributor and retail markets including industrial electronics,
safety and security, medical and music/audio. Typical applications include: smoke alarms, wireless alarm systems, bone
growth stimulators, telemetry devices, blood analyzers, ambulatory infusion pumps, parking meters, wireless audio
devices and guitar pickups. A significant portion of the sales of our 9-volt battery is to major U.S. and international
smoke alarm OEMs for use in their long-life smoke alarms. We also manufacture our 9-volt lithium battery under private
label for a variety of companies. Additionally, we sell our 9-volt battery to the broader consumer market through national
and regional retail chains and Internet retailers.
We believe that we manufacture the only standard size 9-volt battery designed to last 10 years when used in
ionization-type smoke alarms. Although designs exist using other battery configurations, such as three 2/3 A or 1/2 AA-type
battery cells, we believe that our 9-volt solution is superior to these alternatives. Our current 9-volt battery manufacturing
capacity is adequate to meet forecasted customer demand over the next three years.
Cylindrical Batteries. Featuring high energy, wide temperature range, long shelf life and operating life, our
cylindrical cells and batteries, based on both lithium-manganese dioxide and lithium-thionyl chloride technologies, represent
some of the most advanced lithium power sources currently available. We market a wide range of cylindrical non-
rechargeable lithium cells and batteries in various sizes under both the Ultralife HiRate and ABLE brands. These include:
D, C, 5/4 C, 1/2 AA, 2/3 A and other sizes, which are sold individually as well as packaged into multi-cell battery packs,
including our leading BA-5390 military battery, an alternative to the competing Li-SO2 BA-5590 battery, and one of the
most widely used battery types in the U.S. armed forces for portable applications. Our BA-5390 battery provides 50% to
100% more energy (mission time) than the BA-5590, and it is used in approximately 60 military applications.
We market our line of lithium cells and batteries to the OEM market for commercial, defense, medical,
automotive, asset tracking and search and rescue applications, among others. Significant commercial applications include
pipeline inspection equipment, automatic reclosers and oceanographic devices. Asset tracking applications include RFID
(Radio Frequency Identification) systems. Among the defense uses are manpack radios, night vision goggles, chemical
agent monitors and thermal imaging equipment. Medical applications include: AED’s (Automated External
Defibrillators), infusion pumps and telemetry systems. Automotive applications include: telematics, tire-pressure
monitoring and engine electronics systems. Search and rescue applications include: ELT’s (Emergency Locator
Transmitters) for aircraft and EPIRB’s (Emergency Position Indicating Radio Beacons) for ships.
Thin Cell Batteries. We manufacture a range of thin lithium-manganese dioxide batteries under the Thin Cell
brand. Thin Cell batteries are flat, lightweight batteries providing a unique combination of high energy, long shelf life,
wide operating temperature range and very low profile. With their thin prismatic form and a high ratio of active materials
to packaging, Thin Cell batteries can efficiently fill most battery cavities. We are currently marketing these batteries to
OEMs for applications such as displays, wearable medical devices, theft detection systems, and RFID devices.
In contrast to non-rechargeable batteries, after a rechargeable battery is discharged, it can be recharged and reused
many times. Generally, discharge and recharge cycles can be repeated hundreds of times in rechargeable batteries, but the
achievable number of cycles (cycle life) varies among technologies and is an important competitive factor. All rechargeable
batteries experience a small, but measurable, loss in energy with each cycle. The industry commonly reports cycle life in the
number of cycles a battery can achieve until 80% of the battery's initial energy capacity remains. In the rechargeable battery
market, the principal competing technologies are nickel-cadmium, nickel-metal hydride and lithium-ion (including lithium-
polymer) batteries. Rechargeable batteries are used in many applications, such as military radios, laptop computers, mobile
telephones, portable medical devices, wearable devices and many other commercial, defense and consumer products.
Three important performance characteristics of a rechargeable battery are design flexibility, energy density and
cycle life. Design flexibility refers to the ability of rechargeable batteries to be designed to fit a variety of shapes and sizes of
battery compartments. Thin profile batteries with prismatic geometry provide the design flexibility to fit the battery
compartments of today's electronic devices. Energy density refers to the total amount of electrical energy stored in a battery
divided by the battery’s weight and volume as measured in watt-hours per kilogram and watt-hours per liter, respectively.
High energy density batteries generally are longer lasting power sources providing longer operating time and necessitating
fewer battery recharges. High energy density and long achievable cycle life are important characteristics for comparing
rechargeable battery technologies. Greater energy density will permit the use of batteries of a given weight or volume for a
longer time period. Accordingly, greater energy density will enable the use of smaller and lighter batteries with energy
comparable to those currently marketed. Lithium ion batteries, by the nature of their electrochemical properties, are capable
of providing higher energy density than comparably sized batteries that utilize other chemistries and, therefore, tend to
consume less volume and weight for a given energy content. Long achievable cycle life, particularly in combination with
high energy density, is suitable for applications requiring frequent battery recharges, such as cellular telephones and laptop
7
computers, and allows the user to charge and recharge many times before noticing a difference in performance. We believe
that our lithium ion batteries generally have some of the highest energy density and longest cycle life available.
Lithium Ion Cells and Batteries. We offer a variety of lithium ion cells and batteries. These products are used in a
wide variety of applications including communications, medical and other portable electronic devices.
Battery Charging Systems and Accessories. To provide our customers with complete power system solutions, we
offer a wide range of rugged military and commercial battery charging systems and accessories including smart chargers,
multi-bay charging systems and a variety of cables.
Technology Contracts. Our technology contract activities involve the development of new products or the
advancement of existing products through contracts with both government agencies and third parties.
Communications Systems
We design and manufacture communications systems and accessories, and provide communications systems
design services, through our McDowell Research, RedBlack Communications and AMTI brands, to support military
communications systems including power supplies, RF amplifiers, battery chargers, amplified speakers, equipment
mounts, case equipment and integrated communication systems. We specialize in field deployable power systems, which
operate from wide-ranging AC and DC sources using a basic building block approach, allowing for a quick response to
specialized applications. We package all systems to meet specific customer needs in rugged enclosures to allow their use
in severe environments.
We offer a wide range of military communications systems and accessories designed to enhance and extend the
operation of communications equipment such as vehicle-mounted, manpack and handheld transceivers. Our communications
products include the following product configurations:
Integrated Systems. Our integrated systems include: SATCOM-On-The-Move (“SOTM”); rugged, deployable
case systems; multiband transceiver kits; briefcase power systems; dual transceiver cases; enroute communications cases;
radio cases; and tactical repeater systems. These systems give communications operators everything that is needed to
provide reliable links to support C4I (Command, Control, Communications, Computers and Information systems).
Power Systems. Our power systems include: universal AC/DC power supplies with battery backup for tactical
manpack and handheld transceivers; Rover power supplies; interoperable power adapters and chargers; portable power
systems; tactical combat and AC to DC power supplies for encryption units, among many others. We can provide power
supplies for virtually all tactical communications devices.
RF Amplifiers. Our RF amplifiers include: 20, 50 and 75-watt amplifiers and 20-watt accessories and kits. These
amplifiers are used to extend the range of manpack and handheld tactical transceivers and can be used on mobile or fixed site
applications.
In addition, we design, install, maintain and integrate communications equipment and power systems for maximum
mobility and optimum customer utility. These include equipment installations in commercial, defense and law enforcement
applications, including vehicles for satellite communications, engineering services, upgrading current fleet vehicles and
integrated logistics and project management support.
Communications and Electronics. Our communications and electronics services include the design, integration,
fielding and life cycle management of portable, mobile and fixed-site communications systems. Capabilities include
engineering, rapid prototyping, systems integration and logistics support.
Energy Services
Our energy services focus on standby power system design, installation and maintenance and integrating power
systems for maximum mobility and optimum customer utility.
Standby Power. Our standby power services provide mission critical solutions to a broad range of applications in
the telecommunications, aerospace, banking and information services industries involving the installation and preventive
maintenance of standby power systems, uninterrupted power supply systems, DC power systems and switchgear/control
systems.
8
Lead-Acid Batteries. We offer a variety of lead-acid batteries primarily for use in the design and installation of
standby power systems. These products include standby batteries and uninterruptable power supplies for use in
telecommunications, banking, aerospace and information services industries.
Sales and Marketing
We employ a staff of sales and marketing personnel in North America, Europe and Asia. We sell our products and
services directly to commercial customers, including OEMs, as well as government and defense agencies in the U.S. and
abroad and have contractual arrangements with sales agents who market our products on a commission basis in particular
areas. While OEM agreements and contracts contain volume-based pricing based on expected volumes, industry practices
dictate that pricing is rarely adjusted retroactively when contract volumes are not achieved. Every effort is made to adjust
future prices accordingly, but the ability to adjust prices is generally based on market conditions.
We also distribute some of our products through domestic and international distributors and retailers. Our sales are
generated primarily from customer purchase orders. We have several long-term contracts with the U.S. government and
companies within the automotive industry. These contracts do not commit the customers to specific purchase volumes,
nor to specific timing of purchase order releases, and they include fixed price agreements over various periods of time. In
general we do not believe our sales are seasonal, although we may sometimes experience seasonality for some of our
military products based on the timing of government fiscal budget expenditures.
A significant portion of our business comes from sales of products and services to the U.S. and foreign
governments through various contracts. These contracts are subject to procurement laws and regulations that lay out policies
and procedures for acquiring goods and services. The regulations also contain guidelines for managing contracts after they
are awarded, including conditions under which contracts may be terminated, in whole or in part, at the government’s
convenience or for default. Failure to comply with the procurement laws or regulations can result in civil, criminal or
administrative proceedings involving fines, penalties, suspension of payments, or suspension or disbarment from government
contracting or subcontracting for a period of time. We have had certain “exigent”, non-bid contracts with the U.S.
government that are subject to an audit and final price adjustment, which could result in decreased margins compared with
the original terms of the contracts. As part of its due diligence, the government conducts 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.
During the year ended December 31, 2010, we had two major customers, U.S. Department of Defense and Port
Electronics Corp., which comprised 11% and 10% of our revenue, respectively. During the year ended December 31, 2009,
we had one major customer, the U.S. Department of Defense, which comprised 26% of our revenue. During the year ended
December 31, 2008, we had two major customers, Raytheon Company and Port Electronics Corp., which comprised 29%
and 16% of our revenue, respectively.
In 2010, sales to U.S. and non-U.S. customers were approximately $123,276 and $55,301, respectively. For
information relating to revenues by country for the last three fiscal years and long-lived assets for the last three fiscal years
by country of origin, see Note 10 in the Notes to Consolidated Financial Statements.
Battery & Energy Products
We target sales of our non-rechargeable products to manufacturers of security and safety equipment, automotive
telematics, medical devices, search and rescue equipment, specialty instruments, point of sale equipment and metering
applications, as well as users of military equipment. Our strategy is to develop sales and marketing alliances with OEMs and
governmental agencies that utilize our batteries in their products, commit to cooperative research and development or
marketing programs, and recommend our products for design-in or replacement use in their products. We are addressing
these markets through direct contact by our sales and technical personnel, use of sales agents and stocking distributors,
manufacturing under private label and promotional activities.
We seek to capture a significant market share for our products within our targeted OEM markets, which we believe,
if successful, will result in increased product awareness and sales at the end-user or consumer level. We are also selling our
9-volt battery to the consumer market through limited retail distribution through a number of national retailers. Most
military procurements are done directly by the specific government organizations requiring products, based on a competitive
bidding process. For those military procurements that are not bid, the procurements are typically subject to an audit of the
product’s underlying cost structure and associated profitability. Additionally, we are typically required to successfully meet
contractual specifications and to pass various qualification testing for the products under contract by the military. An
inability by us to pass these tests in a timely fashion could have a material adverse effect on our business, financial condition
9
and results of operations. When a government contract is awarded, there is a government procedure that allows for
unsuccessful companies to formally protest the award if they believe they were unjustly treated in the government’s bid
evaluation process. A prolonged delay in the resolution of a protest, or a reversal of an award resulting from such a protest
could have a material adverse effect on our business, financial condition and results of operations.
We market our products to defense organizations in the U.S. and other countries. These efforts have resulted in
us winning significant contracts. In February 2005, we were awarded a five-year production contract by the U.S. Defense
Department, with a maximum total potential of $15,000, to provide our BA-5347/U non-rechargeable lithium-manganese
dioxide batteries to the U.S. military. The contract value represented 60 percent of a small business set-aside award.
Production deliveries began in the first quarter of 2006. Through December 31, 2010, we have received orders for
deliveries under this contract totaling $12,101. This contract expired at the end of 2010. In September 2010, we were
awarded a production contract by the Defense Logistics Agency for up to five years, with a maximum total potential of
$42,100, to provide our BA-5390 non-rechargeable lithium-manganese dioxide batteries to the U.S. military. Production
deliveries will begin in the first quarter of 2011. Through December 31, 2010, we have received orders for deliveries
under this contract totaling $6,500. This contract is set to expire in 2015.
We target sales of our lithium ion rechargeable batteries and charging systems to OEM customers, as well as
distributors and resellers focused on our target markets. We seek design wins with OEMs, and believe that our design
capabilities, product characteristics and solution integration will drive OEMs to incorporate our batteries into their product
offerings, resulting in revenue growth opportunities for us. We target sales of our lead-acid rechargeable batteries through
direct sales to customers in the telecommunications, banking, aerospace and information services industries.
We continue to expand our marketing activities as part of our strategic plan to increase sales of our rechargeable
products for commercial, standby, defense and communications applications, as well as hand-held devices, wearable devices
and other electronic portable equipment. A key part of this expansion includes increasing our design and assembly
capabilities as well as building our network of distributors and value added distributors throughout the world.
At December 31, 2010, 2009 and 2008, our backlog related to Battery & Energy Products was approximately
$31,184, $28,439 and $32,712, respectively. The majority of the 2010 backlog was related to orders that are expected to ship
throughout 2011.
Communications Systems
We target sales of our communications systems, which include power solutions and accessories to support
communications systems such as battery chargers, power supplies, power cables, connector assemblies, RF amplifiers,
amplified speakers, equipment mounts, case equipment and integrated communication systems, to military OEMs and
U.S. and international government organizations. We sell our products directly and through authorized distributors to OEMs
and to defense organizations in the U.S. and internationally.
We market our products to defense organizations and OEMs in the U.S. and internationally. These efforts
resulted in a number of significant contracts for us. For example, in September 2007, we were awarded a $24,000
contract from Raytheon Company to produce and supply SOTM satellite communications systems for installation on
Mine Resistant Ambush Protected (“MRAP”) armored vehicles. In December 2007, we received two separate orders
valued at $62,000 and $40,000, from U.S. defense contractors to supply advanced communications systems. In October
2009, we received an order valued at $20,000, from a U.S. defense contractor for these same systems. In May 2010, we
received an order valued at $21,000, from a U.S. defense contractor for these same systems.
At December 31, 2010, 2009 and 2008, our backlog related to Communications Systems orders was approximately
$7,729, $12,604 and $11,172, respectively. The majority of the 2010 backlog was related to orders that are expected to ship
throughout 2011.
Energy Services
We provide our services directly to defense organizations, government agencies and commercial customers in the
telecommunications, aerospace, banking and information services industries. In the fourth quarter of 2010, we completed an
impairment analysis of the goodwill, intangible assets, and other long-lived assets associated with the standby power
business included in the Energy Services segment. As a result of this analysis, in connection with the overall decrease in
revenues in 2010 compared to 2009 and the declining gross margins over the last two years for the standby power business,
we recognized a non-cash impairment charge of $13,793 in the fourth quarter of 2010 to fully write off the goodwill and
intangible assets and partially write off certain fixed assets. For the past two years, cautious spending and continued delays
10
in implementing large capital projects by customers in the standby power industry have negatively impacted results for our
Energy Services segment. (See Notes 3 and 12 in the Notes to Consolidated Financial Statements for additional
information.)
At December 31, 2010, 2009 and 2008, our backlog related to Energy Services was approximately $2,790, $1,694
and $3,738, respectively. The majority of the 2010 backlog was related to services that are expected to be performed
throughout 2011.
Patents, Trade Secrets and Trademarks
We rely on licenses of technology as well as our patented and unpatented proprietary information, know-how and
trade secrets to maintain and develop our competitive position. Despite our efforts to protect our proprietary information,
there can be no assurance that others will not either develop the same or similar information independently or obtain access
to our proprietary information. In addition, there can be no assurance that we would prevail if we asserted our intellectual
property rights against third parties, or that third parties will not successfully assert infringement claims against us in the
future. We believe, however, that our success depends more on the knowledge, ability, experience and technological
expertise of our employees, than on the legal protection that our patents and other proprietary rights may or will afford.
We hold thirteen patents in the U.S. and foreign countries. Our patents protect technology that makes automated
production more cost-effective and protect important competitive features of our products. However, we do not consider our
business to be dependent on patent protection.
In 2003, we entered into an agreement with Saft Groupe S.A. to license certain tooling for battery cases. The
licensing fee associated with this agreement is based on a percentage of the sales price of the individual battery case, up to a
maximum of one dollar per battery case. The total royalty expense reflected in 2010 was $242. This agreement expires in
the year 2017.
Select key employees are required to enter into agreements providing for confidentiality and the assignment of
rights to inventions made by them while employed by us. These agreements also contain certain noncompetition and
nonsolicitation provisions effective during the employment term and for varying periods thereafter depending on position
and location. There can be no assurance that we will be able to enforce these agreements. All of our employees agree to
abide by the terms of a Code of Ethics policy that provides for the confidentiality of certain information received during the
course of their employment.
Trademarks are an important aspect of our business. We sell our products under a number of trademarks, which
we own or use under license. The following are registered trademarks or trademarks of ours: Ultralife(cid:2), Ultralife Thin
Cell(cid:2), Ultralife HiRate(cid:2), Ultralife Polymer(cid:2), The New Power Generation®, LithiumPower®, SmartCircuit®, PowerBug®, We
Are Power®, AMTI®, RPS®, ABLE™, RedBlack™, RPS Power Systems™, Stationary Power Systems™, U.S. Energy
Systems™, McDowell Research®, and Max Juice For More Gigs®.
Manufacturing and Raw Materials
We manufacture our products from raw materials and component parts that we purchase. We have ISO 9001:2000
certification for our manufacturing facilities in Newark, New York, Virginia Beach, Virginia, Abingdon, England, and
Shenzhen, China. In addition, our manufacturing facilities in Newark, New York and Shenzhen, China are ISO 14001
certified.
We expect that in the future, raw material purchases will fluctuate based on the timing of customer orders, the
related need to build inventory in anticipation of orders and actual shipment dates.
Battery & Energy Products
Our Newark, New York facility has the capacity to produce approximately nine million 9-volt batteries per year and
approximately fourteen million cylindrical cells per year. Our facility in Abingdon, England is equipped to produce
approximately two million cylindrical cells per year. Capacity, however, is also related to individual operations, and product
mix changes can produce bottlenecks in an individual operation, constraining overall capacity. Our manufacturing facility in
Shenzhen, China is capable of producing approximately five million cylindrical cells per year and approximately 500,000
thin cells per year. We have acquired new machinery and equipment in areas where production bottlenecks have resulted in
the past and we believe that we have sufficient capacity in these areas. We continually evaluate our requirements for
additional capital equipment, and we believe that the planned increases, including equipment relating to our 9-volt transition
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to China, will be adequate to meet foreseeable customer demand. In 2010, we announced that we will be transitioning a
significant portion of our 9-volt battery manufacturing from our Newark, New York manufacturing facility to our
Shenzhen, China manufacturing facility. At December 31, 2010, the transition was still ongoing. However, with
unanticipated growth in demand for our products, demand could exceed capacity, which would require us to install
additional capital equipment to meet these incremental needs, which in turn may require us to lease or contract additional
space to accommodate such needs.
We utilize lithium foil as well as other metals and chemicals to manufacture our batteries. Although we know of
three major suppliers that extrude lithium into foil and provide such foil in the form required by us, we do not anticipate any
shortage of lithium foil or any difficulty in obtaining the quantities we require. Certain materials used in our products are
available only from a single source or a limited number of sources. Additionally, we may elect to develop relationships with
a single or limited number of sources for materials that are otherwise generally available. Although we believe that
alternative sources are available to supply materials that could replace materials we use and that, if necessary, we would be
able to redesign our products to make use of an alternative product, any interruption in our supply from any supplier that
serves currently as our sole source could delay product shipments and adversely affect our financial performance and
relationships with our customers. Although we have experienced interruptions of product deliveries by sole source suppliers,
none of such interruptions has had a material adverse effect on us. All other raw materials utilized by us are readily available
from many sources.
We use various utilities to provide heat, light and power to our facilities. As energy costs rise, we continue to seek
ways to reduce these costs and will initiate energy-saving projects at times to assist in this effort. It is possible, however, that
rising energy costs may have an adverse effect on our financial results.
We believe that the raw materials and components utilized for our rechargeable batteries are readily available from
many sources. Although we believe that alternative sources are available to supply materials that could replace materials we
use, any interruption in our supply from any supplier that serves currently as our sole source could delay product shipments
and adversely affect our financial performance and relationships with our customers.
Our Newark, New York facility has the capacity to produce significant volumes of rechargeable batteries, as this
segment generally assembles battery packs and chargers and is limited only by physical space and is not constrained by
manufacturing equipment capacity.
The total carrying value of our Battery & Energy Products inventory, including raw materials, work in process and
finished goods, amounted to approximately $18,483 as of December 31, 2010.
Communications Systems
In general, we believe that the raw materials and components utilized by us for our communications accessories and
systems, including RF amplifiers, power supplies, cables, repeaters and integration kits, are available from many sources.
Although we believe that alternative sources are available to supply materials that could replace materials we use, any
interruption in our supply from any supplier that serves currently as our sole source could delay product shipments and
adversely affect our financial performance and relationships with our customers.
Our Newark, New York facility has the capacity to produce significant volumes of communications accessories and
systems, as this operation generally assembles products and is limited only by physical space and is not constrained by
manufacturing equipment capacity.
Our Hollywood, Maryland facility has the capacity to produce communications accessories and systems. This
operation generally assembles products and is limited only by physical space and is not constrained by manufacturing
equipment capacity.
Our Virginia Beach, Virginia facility has the capacity to produce communications accessories and systems. This
operation generally provides services, but can also assemble products and is limited only by physical space and is not
constrained by manufacturing equipment capacity.
The total carrying value of our Communications Systems inventory, including raw materials, work in process and
finished goods, amounted to approximately $12.503 as of December 31, 2010.
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Energy Services
We believe that the raw materials and components utilized for our standby power installations are readily available
from many sources. Although we believe that alternative sources are available to supply materials that could replace
materials we use, any interruption in our supply from any supplier that serves currently as our sole source could delay
product shipments and adversely affect our financial performance and relationships with our customers.
The total carrying value of our Energy Services inventory, including raw materials, work in process and finished
goods, amounted to approximately $2,135 as of December 31, 2010.
Research and Development
We concentrate significant resources on research and development activities to improve upon our technological
capabilities and to design new products for customers’ applications. We conduct our research and development in Newark,
New York, Virginia Beach, Virginia, West Point, Mississippi, Tallahassee, Florida and Shenzhen, China. During 2010,
2009 and 2008 we expended approximately $8,800, $9,500 and $8,100, respectively, on research and development,
including $3,300, $3,500 and $3,000, respectively, on customer sponsored research and development activities. We expect
that research and development expenditures in the future will be modestly higher than those in 2010, as new product
development initiatives will drive our growth. As in the past, we will continue to make funding decisions for our research
and development efforts based upon strategic demand for customer applications.
Battery & Energy Products
We continue to develop non-rechargeable cells and batteries that broaden our product offering to our customers.
We continue to develop our rechargeable product portfolio, including batteries, cables and charging systems, as our
customers’ needs continue to grow for portable power.
The U.S. government sponsors research and development programs designed to improve the performance and
safety of existing battery systems and to develop new battery systems.
We work to receive contracts with defense contractors and commercial customers. For example, in 2008, we were
awarded a contract from General Dynamics UK for the development and supply of rechargeable batteries and smart chargers
in support of the UK MoD Bowman Programme. In 2009, a second Bowman contract was received for the development and
supply of two next-generation rechargeable batteries and a next-generation smart charger. In December 2010, we announced
that we received a contract from a major international defense contractor valued at approximately $5,500, for the
development and supply of our suite of Land Warrior lithium non-rechargeable and rechargeable lithium ion batteries and
charging systems, for use with the Land 200 Battle Management System by the Australian military.
In January 2008, we entered into a technology partnership with Mississippi State University (“MSU”) to develop
fuel cell-battery portable power systems enabling lightweight, long endurance military missions. The development of this
power system is to be performed under a $1,600 program that was awarded by a U.S. Defense Department agency to
MSU as the prime contractor. MSU has awarded us a $475 contract to participate in this program as a subcontractor.
Under the contract, we will oversee the development, testing, approval and manufacturing of prototypes of a new compact
military battery to be used with handheld tactical radios, building on its ongoing development work under the LW-SI
Program. In addition, we established a development and assembly operation in a 14,000 square-foot facility located in
West Point, Mississippi to manufacture products coming out of the technology partnership and other of our products.
Since its inception, our West Point Hybrid Power Group has been awarded several contract awards for technology
demonstrations related to the characterization of fuel cells, as well as portable power systems combining fuel cells with
smart rechargeable batteries and chargers.
Communications Systems
We continue to develop a variety of communications accessories and systems for the defense market to meet the
ever-changing demands of our customers.
Safety; Regulatory Matters; Environmental Considerations
Certain of the materials utilized in our batteries may pose safety problems if improperly used. We have designed
our batteries to minimize safety hazards both in manufacturing and use.
13
The transportation of non-rechargeable and rechargeable lithium batteries is regulated in the U.S. by the
Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (“PHMSA”), and internationally by
the International Civil Aviation Organization (“ICAO”) and corresponding International Air Transport Association
(“IATA”) Dangerous Goods Regulations and the International Maritime Dangerous Goods Code (“IMDG”), and other
country specific regulations. These regulations are based on the United Nations Recommendations on the Transport of
Dangerous Goods Model Regulations and the United Nations Manual of Tests and Criteria. We currently ship our products
pursuant to PHMSA, ICAO, IATA, IMDG and other country specific hazardous goods regulations. The regulations require
companies to meet certain testing, packaging, labeling, marking and shipping paper specifications for safety reasons. We
have not incurred, and do not expect to incur, any significant costs in order to comply with these regulations. We believe
we comply with all current U.S. and international regulations for the shipment of our products, and we intend and expect to
comply with any new regulations that are imposed. We have established our own testing facilities to ensure that we comply
with these regulations. If we are unable to comply with the new regulations, however, or if regulations are introduced that
limit our or our customers’ ability to transport our products in a cost-effective manner, this could have a material adverse
effect on our business, financial condition and results of operations.
Our lead acid products have been tested and have been deemed to meet all requirements as specified in 49 CFR
173.159 (d) for exception as hazardous material classification. Our lead acid batteries have been tested and have been
deemed to meet all requirements as specified in the special provision 238 for determination of "Non-Spillable" and are
not subject to the provision of 49 CFR 173.159 (d).
The European Union’s Restriction of Hazardous Substances (”RoHS”) Directive places restrictions on the use of
certain hazardous substances in electrical and electronic equipment. All applicable products sold in the European Union
market after July 1, 2006 must pass RoHS compliance. While this directive does not apply to batteries and does not
currently affect our defense products, should any changes occur in the directive that would affect our products, we intend
and expect to comply with any new regulations that are imposed. Our commercial chargers are in compliance with this
directive. Additional European Union Directives, entitled the Waste Electrical and Electronic Equipment (“WEEE”)
Directive and the Directive "on batteries and accumulators and waste batteries and accumulators", impose regulations
affecting our non-defense products. These directives require that producers or importers of particular classes of electrical
goods are financially responsible for specified collection, recycling, treatment and disposal of past and future covered
products. These directives assign levels of responsibility to companies doing business in European Union markets based
on their relative market share. These directives call on each European Union member state to enact enabling legislation to
implement the directive. As additional European Union member states pass enabling legislation our compliance system
should be sufficient to meet such requirements. Our current estimated costs associated with our compliance with these
directives based on our current market share are not significant. However, we continue to evaluate the impact of these
directives as European Union member states implement guidance, and actual costs could differ from our current
estimates.
The European Union’s Battery Directive "on batteries and accumulators and waste batteries and accumulators"
went into effect on September 26, 2008. It is intended to cover all types of batteries regardless of their shape, volume,
weight, material composition or use. It is aimed at reducing mercury, cadmium, lead and other metals in the environment
by minimizing the use of these substances in batteries and by treating and re-using old batteries. The Directive applies to
all types of batteries except those used to protect European Member States' security, for military purposes, or sent into
space. To achieve these objectives, the Directive introduces measures to prohibit the marketing of some batteries
containing hazardous substances. It contains measures for establishing schemes aiming at high level of collection and
recycling of batteries with quantified collection and recycling targets. The Directive sets out minimum rules for producer
responsibility and provisions with regard to labeling of batteries and their removability from equipment. Product
markings are required for batteries and accumulators to provide information on capacity and to facilitate reuse and safe
disposal. We currently ship our products pursuant to the requirements of the Directive.
China’s “Management Methods for Controlling Pollution Caused by Electronic Information Products
Regulation” (“China RoHS”) provides a two-step, broad regulatory framework including similar hazardous substance
restrictions as are imposed by the European Union’s RoHS Directive, and apply to methods for the control and reduction
of pollution and other public hazards to the environment caused during the production, sale, and import of electronic
information products (“EIP”) in China affecting a broad range of electronic products and parts, with an implementation
date of March 1, 2007. Currently, only the first step of the regulatory framework of China RoHS, which details marking
and labeling requirements under Standard SJT11364-2006 (“Marking Standard”), is in effect. However, the methods
under China RoHS only apply to EIP placed in the marketplace in China. Additionally, the Marking Standard does not
apply to components sold to OEM’s for use in other EIP. Our sales in China are limited to sales to OEM’s and to
distributors who supply to OEM’s. Should our sales strategy change to include direct sales to end-users, our compliance
14
system is sufficient to meet our requirements under China RoHS. Our current estimated costs associated with our
compliance with this regulation based on our current market share are not significant. However, we continue to evaluate
the impact of this regulation, and actual costs could differ from our current estimates.
National, state and local laws impose various environmental controls on the manufacture, transportation, storage,
use and disposal of batteries and of certain chemicals used in the manufacture of batteries. Although we believe that our
operations are in substantial compliance with current environmental regulations, there can be no assurance that changes in
such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities.
There can be no assurance that additional or modified regulations relating to the manufacture, transportation, storage, use and
disposal of materials used to manufacture our batteries or restricting disposal of batteries will not be imposed or how these
regulations will affect us or our customers, that could have a material adverse effect on our business, financial condition and
results of operations. In 2010, we spent approximately $320 on environmental controls, including costs to properly dispose
of potentially hazardous waste.
Since non-rechargeable and rechargeable lithium battery chemistries react adversely with water and water vapor,
certain of our manufacturing processes must be performed in a controlled environment with low relative humidity. Our
Newark, New York, Abingdon, England and Shenzhen, China facilities contain dry rooms or glove box equipment, as well
as specialized air-drying equipment.
Battery & Energy Products
Our non-rechargeable battery products incorporate lithium metal, which reacts with water and may cause fires if not
handled properly. In the past, we have experienced fires that have temporarily interrupted certain manufacturing operations.
We believe that we have adequate fire suppression systems and insurance, including business interruption insurance, to
protect against the occurrence of fires and fire losses in our facilities.
Our 9-volt battery, among other sizes, is designed to conform to the dimensional and electrical standards of the
American National Standards Institute, and the 9-volt battery and a range of 3-volt cells are recognized under the
Underwriters Laboratories, Inc. Component Recognition Program.
Communications Systems
We are not currently aware of any other regulatory requirements regarding the disposal of communications
accessories.
Our lead acid products have been tested and have been deemed to meet all requirements as specified in 49 CFR
173.159 (d) for exception as hazardous material classification. Our lead acid batteries have been tested and have been
deemed to meet all requirements as specified in the special provision 238 for determination of "Non-Spillable" and are
not subject to the provision of 49 CFR 173.159 (d).
Energy Services
Our lead acid products have been tested and have been deemed to meet all requirements as specified in 49 CFR
173.159 (d) for exception as hazardous material classification. Our lead acid batteries have been tested and have been
deemed to meet all requirements as specified in the special provision 238 for determination of "Non-Spillable" and are
not subject to the provision of 49 CFR 173.159 (d).
Lead acid batteries are recovered from some of our customers and delivered to a permitted lead smelter for
reclamation following applicable federal, state and local regulations.
Corporate
Please refer to the description of the environmental remediation for our Newark, New York facility set forth in Item
3, Legal Proceedings of this report.
Competition
Competition in both the battery and communications systems markets is, and is expected to remain, intense. The
competition ranges from development stage companies to major domestic and international companies, many of which have
financial, technical, marketing, sales, manufacturing, distribution and other resources significantly greater than ours. We
15
compete against companies producing batteries as well as those offering standby power installation services, and companies
producing communications systems. We compete on the basis of design flexibility, performance, reliability and customer
support. There can be no assurance that our technologies and products will not be rendered obsolete by developments in
competing technologies or services that are currently under development or that may be developed in the future or that our
competitors will not market competing products and services that obtain market acceptance more rapidly than ours.
Historically, although other entities may attempt to take advantage of the growth of the battery market, the lithium
battery cell industry has certain technological and economic barriers to entry. The development of technology, equipment
and manufacturing techniques and the operation of a facility for the automated production of lithium battery cells require
large capital expenditures, which may deter new entrants from commencing production. Through our experience in battery
cell manufacturing, we have also developed expertise, which we believe would be difficult to reproduce without substantial
time and expense in the non-rechargeable battery market.
Competition in the standby power market is concentrated among a number of suppliers and installers ranging from
small distributors who purchase, resell and install products manufactured by others to major battery and power supply
manufacturers, which have financial, technical, marketing, sales, manufacturing, distribution and other resources
significantly greater than those of ours. We compete on the basis of product and installation design, functionality, flexibility,
performance, price, reliability and service. While we believe our battery technologies and electronics are equal or superior to
competitive products, there can be no assurance that our technology and products will not be rendered obsolete by
developments in competing technologies that are currently under development or that may be developed in the future or that
our competitors will not market competing products that obtain market acceptance more rapidly than ours.
Employees
As of December 31, 2010, we employed a total of 1,169 permanent and temporary employees: 79 in research and
development, 953 in production and 137 in sales and administration. Of the total, 750 are employed in the U.S., 13 in
Europe and 406 in Asia. None of our employees is represented by a labor union.
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ITEM 1A. RISK FACTORS
A significant portion of our revenues is derived from certain key customers.
A significant portion of our revenues is derived from contracts with the U.S. and foreign militaries or OEMs that
supply the U.S. and foreign militaries. In the years ended December 31, 2010, 2009 and 2008, approximately 65%, 65%,
and 75% respectively, of our revenues were comprised of sales made directly or indirectly to the U.S. and foreign militaries.
During the year ended December 31, 2010, we had two major customers, U.S Department of Defense and Port Electronics
Corp., which comprised 11% and 10% of our revenue, respectively. During the year ended December 31, 2009, we had one
major customer, the U.S. Department of Defense, which comprised 26% of our revenue. During the year ended December
31, 2008, we had two major customers, Raytheon Company and Port Electronics Corp., which comprised 29% and 16% of
our revenue, respectively. There were no other customers that comprised greater than 10% of our total revenues during the
years ended December 31, 2010, 2009 and 2008. While sales to these customers were substantial during the years ended
December 31, 2010, 2009 and 2008, we do not consider these customers to be significant credit risks. Government decisions
regarding military deployment and budget allocations to fund military operations may have an impact on the demand for our
products and services. If the demand for products and services from the U.S. or foreign militaries were to decrease
significantly, this could have a material adverse effect on our business, financial condition and results of operations.
Our overall operating results are affected by many factors, including the timing of orders from our key customers
and the timing of expenditures to manufacture parts and purchase inventory in anticipation of future orders of products
and services. Because we make significant sales to U.S. and foreign militaries or OEMS that supply the U.S. or foreign
militaries, we are subject to the effects of delays in the government budget process and the decisions to deploy resources
to support military purchases of our products. The reduction, delay or cancellation of orders from one or more of our key
customers for any reason or the loss of one or more of our key customers could materially and adversely affect our
business, operating results and financial condition.
We neither distribute our products to a concentrated geographical area nor is there a significant concentration of
credit risks arising from individuals or groups of customers engaged in similar activities, or who have similar economic
characteristics. We have no customers that comprised greater than 10% of our trade accounts receivables as of December
31, 2010. We have two customers that comprised 45% of our trade accounts receivables as of December 31, 2009. There
were no other customers that comprised greater than 10% of our total trade accounts receivable as of December 31, 2009.
We do not normally obtain collateral on trade accounts receivable.
A decline in demand for products or services using our batteries or communications systems could reduce demand for our
products or services.
A substantial portion of our business depends on the continued demand for products or services using our batteries
and communications systems sold by our customers, including OEM’s. Our success depends significantly upon the success
of those customers’ products or services in the marketplace. We are subject to many risks beyond our control that influence
the success or failure of a particular product or service offered by a customer, including:
competition faced by the customer in its particular industry,
•
• market acceptance of the customer’s product or service,
•
•
the engineering, sales, marketing and management capabilities of the customer,
technical challenges unrelated to our technology or products faced by the customer in developing its products
or services, and
the financial and other resources of the customer.
•
For instance, in the years ended December 31, 2010, 2009, 2008, 11%, 11% and 8% of our revenues, respectively,
were comprised of sales of our 9-volt batteries, and of this, approximately 25%, 34% and 39%, respectively, pertained to
sales to smoke alarm OEMs. If the retail demand for long-life smoke alarms decreases significantly, this could have a
material adverse effect on our business, financial condition and results of operations.
Our customers may not meet the volume requirements in our supply agreements.
We sell most of our products and services through supply agreements and contracts. While supply agreements and
contracts contain volume-based pricing based on expected volumes, industry practices dictate that pricing is rarely adjusted
retroactively when contract volumes are not achieved. Every effort is made to adjust future prices accordingly, but our
ability to adjust prices is generally based on market conditions.
17
Any impairment of goodwill and indefinite-lived intangible assets, and other intangible assets, could negatively impact
our results of operations.
Our goodwill and indefinite-lived intangible assets are subject to an impairment test on an annual basis and are
also tested whenever events and circumstances indicate that goodwill and/or indefinite-lived intangible assets may be
impaired. Any excess goodwill and/or indefinite-lived intangible assets value resulting from the impairment test must be
written off in the period of determination. Intangible assets (other than goodwill and indefinite-lived intangible assets)
are generally amortized over the useful life of such assets. In addition, from time to time, we may acquire or make an
investment in a business which will require us to record goodwill based on the purchase price and the value of the
acquired tangible and intangible assets. We may subsequently experience unforeseen issues with such business which
adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the
recoverability of the recorded goodwill and intangible assets for such business. Future determinations of significant
write-offs of goodwill or intangible assets as a result of an impairment test or any accelerated amortization of other
intangible assets could have a negative impact on our results of operations and financial condition. We are constantly
reviewing the costs and the benefits of retiring several of our current brands, the retirement of which could result in a non-
cash impairment charge of the associated indefinite-lived intangible asset, reducing operating earnings by the associated
amount or amounts on the balance sheet. We have completed our annual impairment analysis for goodwill and indefinite-
lived intangible assets, in accordance with the applicable accounting guidance, and have concluded that we do have an
impairment of goodwill and indefinite-lived intangible assets in the standby power business reporting unit for the year
ended December 31, 2010. We recognized an impairment charge of $13,793 to fully write-off the goodwill and
intangible assets and partially write-off the fixed assets associated with our standby power business, which is included in
the Energy Services segment. There were no other impairments to be recognized in any of the other tested reporting
units. However, due to the narrow margin of passing the Step 1 goodwill impairment testing for 2010 in the RedBlack
reporting unit, there is potential for a partial or full impairment of the goodwill value in 2011 if our projected operational
results are not achieved. One of the key assumptions for achieving the projected operational results includes significant
revenue growth. As of December 31, 2010, the RedBlack reporting unit had a goodwill book value of $2,025.
Our acquisitions and business partnerships may not result in the revenue growth and profitability that we expect. In
addition, we may not be able to successfully integrate our acquisitions.
We are integrating our acquisitions into our business and assimilating their operations, services, products and
personnel with our management policies, procedures and strategies. We can provide no assurances that we will achieve
revenue growth and profitability that we expect from these acquisitions or that we will not incur unforeseen additional costs
or expenses in connection with the integration of these acquisitions. To effectively manage our expected growth, we must
continue to successfully manage our integration of these companies and continue to improve our operational and information
technology systems, internal procedures and management, financial and operational controls to accommodate these
acquisitions. If we fail in any of these areas, our business could be adversely affected.
In 2007 we acquired RedBlack, Stationary Power and RPS, in 2008 we formed a joint venture in India and acquired
USE, and in 2009 we acquired AMTI, which added new facilities and operations to our overall business. The integration of
recent, and future, acquisitions could place an increased burden on our management team which could adversely impact our
ability to effectively manage these businesses. Our 2007 and 2008 acquisitions of Stationary Power, RPS and USE,
respectively, now collectively referred to as UES, were impacted by overall market conditions including delays in capital
spending by the customer base, as well as market disruption caused by the pricing actions of a key supplier. Our ability to
quickly rebound from these conditions may strain our management resources and increase our overall spending base to
ensure that our other core businesses are not neglected.
On March 8, 2011, our senior management, as authorized by our Board of Directors, decided to exit our Energy
Services business. As a result of management’s ongoing review of our business segments and products, and taking into
account the growth and profitability potential of the Energy Services segment as well as its sizeable operating losses over
the last several years, we determined it was appropriate to refocus our operations on profitable growth opportunities
presented in our other segments, Battery & Energy Products and Communications Systems. In the fourth quarter of 2010,
we recorded a non-cash impairment charge of $13,793 to write-off the goodwill and intangible assets and certain fixed
assets associated with the standby power portion of our Energy Services business. We anticipate that the actions taken to
exit our Energy Services business will result in the elimination of approximately 40 jobs and the closing of five facilities,
primarily in California, Florida and Texas, over several months. We expect to complete all exit activities with respect to
our Energy Services segment by the end of the third quarter. Upon completion, we will reclassify our Energy Services
segment as a discontinued operation.
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In connection with the exit activities described above, we expect that we will record total restructuring charges
of approximately $3,200, the majority of which are related to employee-related costs, including termination benefits, lease
termination costs and inventory and fixed asset write-downs, of which approximately $1,200 will be recorded in the first
quarter of 2011. The cash component of the aggregate charge is expected to be approximately $2,200.
Our operations in China are subject to unique risks and uncertainties.
Our operating facility in China presents risks including, but not limited to, political changes, civil unrest, labor
disputes, increase in labor costs, currency restrictions and changes in currency exchange rates, taxes, duties, import and
export laws and boycotts and other civil disturbances that are outside of our control. Any such disruptions could have a
material adverse effect on our business, financial condition and results of operations.
Delays in the transition of the manufacturing of our 9-volt battery from our Newark, New York manufacturing facility to
our manufacturing facility in Shenzhen, China could have a material adverse impact on our business and results of
operations.
In 2010, we announced that we will be transitioning a significant portion of our 9-volt battery manufacturing
from our Newark, New York manufacturing facility to our Shenzhen, China manufacturing facility. At December 31,
2010, the transition was still ongoing. Delays in the transition of the manufacturing of our 9-volt battery to China could
increase the costs and expenditures of the transition and delay the realization of the anticipated cost savings from the
transition.
The U.S. and foreign governments can audit our contracts with their respective defense and government agencies and, under
certain circumstances, can adjust the economic terms of those contracts.
A significant portion of our business comes from sales of products and services to the U.S. and foreign
governments through various contracts. These contracts are subject to procurement laws and regulations that lay out policies
and procedures for acquiring goods and services. The regulations also contain guidelines for managing contracts after they
are awarded, including conditions under which contracts may be terminated, in whole or in part, at the government’s
convenience or for default. Failure to comply with the procurement laws or regulations can result in civil, criminal or
administrative proceedings involving fines, penalties, suspension of payments, or suspension or disbarment from government
contracting or subcontracting for a period of time.
We have had certain “exigent”, non-bid contracts with the U.S. government that 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
December 31, 2010, 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. We have reviewed these audit reports, have submitted our response to these audits and believe, 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 we believe that potential exposure exists relating to any final
negotiation of these proposed adjustments, we cannot reasonably estimate what, if any, adjustment may result when
finalized. In addition, in June 2007, we received a request from the Office of Inspector General of the Department of
Defense (“DoD IG”) seeking certain information and documents relating to our business with the Department of Defense.
We continue to cooperate with the DCAA Audit and DoD IG inquiry by making available to government auditors and
investigators our personnel and furnishing the requested information and documents. The DCAA Audit and DoD IG
inquiry have now been consolidated and the US Attorney’s Office is representing the government in connection with
these matters. We recently received a settlement proposal from the US Attorney which was based on the non-acceptance
of various positions submitted by us in discussions and exchanges related to these matters. We are now reviewing the
settlement proposal for purposes of preparing our response. At this time we have no basis for quantifying any penalties or
liabilities we might face on account of the DCAA Audit and DoD IG inquiry. The aforementioned DCAA-related
adjustments could reduce margins and, along with the aforementioned DoD IG inquiry, could have an adverse effect on our
business, financial condition and results of operation.
We are subject to the contract rules and procedures of the U.S. and foreign governments. These rules and procedures create
significant risks and uncertainties for us that are not usually present in contracts with private parties.
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We will continue to develop battery products, communications systems and services to meet the needs of the U.S.
and foreign governments. We compete in solicitations for awards of contracts. The receipt of an award, however, does not
always result in the immediate release of an order and does not guarantee in any way any given volume of orders. Any delay
of solicitations or anticipated purchase orders by, or future failure of, the U.S. or foreign governments to purchase products
manufactured by us could have a material adverse effect on our business, financial condition and results of operations.
Additionally, in these scenarios we are typically required to successfully meet contractual specifications and to pass various
qualification-testing for the products under contract. Our inability to pass these tests in a timely fashion, as well as meet
delivery schedules for orders released under contract, could have a material adverse effect on our business, financial
condition and results of operations.
When a government contract is awarded, there is a government procedure that permits unsuccessful companies to
formally protest such award if they believe they were unjustly treated in the evaluation process. As a result of these protests,
the government is precluded from proceeding under these contracts until the protests are resolved. A prolonged delay in the
resolution of a protest, or a reversal of an award resulting from such a protest could have a material adverse effect on our
business, financial condition and results of operations.
Our growth and expansion strategy could strain or overwhelm our resources.
Rapid growth of our business could significantly strain management, operations and technical resources. If we are
successful in obtaining rapid market growth of our products and services, we will be required to deliver large volumes of
quality products and increased levels of services to customers on a timely basis at a reasonable cost to those customers. For
example, the large contracts received from the U.S. military for our batteries using cylindrical cells could strain the current
capacity capabilities of our manufacturing facilities and require additional equipment and time to build a sufficient support
infrastructure. This demand could also create working capital issues for us, as we may need increased liquidity to fund
purchases of raw materials and supplies. We cannot assure, however, that our business will grow rapidly or that our efforts
to expand manufacturing and quality control activities will be successful or that we will be able to satisfy commercial scale
production requirements on a timely and cost-effective basis.
One of our strategies has been to strategically grow our business through the acquisition of complementary
businesses or through business partnerships, for example joint ventures, in addition to organic growth. Our inability to
acquire such businesses, or increased competition for such businesses which could increase our acquisition costs, could
adversely affect our overall strategy and results of operations. In addition, our inability to improve the operating margins of
businesses we acquire or operate such acquired businesses profitably or to effectively integrate or leverage the operations of
those acquired businesses could also adversely affect our business, financial condition and results of operations.
We also will be required to continue to improve our operations, management and financial systems and controls in
order to remain competitive. The failure to manage growth and expansion effectively could have an adverse effect on our
business, financial condition, and results of operations.
The loss of key personnel could significantly harm our business, and the ability and technical competence of persons we hire
will be critical to the success of our business.
Because of the specialized, technical nature of our business, we are highly dependent on certain members of our
management, sales, engineering and technical staffs. The loss of these employees could have a material adverse effect on
our business, financial condition and results of operations. Our ability to effectively pursue our business strategy will depend
upon, among other factors, the successful retention of our key personnel, recruitment of additional highly skilled and
experienced managerial, sales, engineering and technical personnel, and the integration of such personnel obtained through
business acquisitions. We cannot assure that we will be able to retain or recruit this type of personnel. An inability to hire
sufficient numbers of people or to find people with the desired skills could result in greater demands being placed on limited
management resources which could have a material adverse effect on our business, financial condition and results of
operations. During the latter half of 2009, we experienced unusually high turnover in our management ranks. Our Chief
Operating Officer, our Vice-President of Finance and Chief Financial Officer, our Vice-President of Manufacturing, our
Vice-President of Sales and our Director of Technology resigned. During 2010, our Executive Vice-President of Business
Development resigned and our Vice-President – Corporate Communications Officer passed away. While these individuals
have been replaced by qualified, experienced personnel, or through the restructuring of our operations, it is too early to
determine the overall impact on our business of such turnover and the additional responsibilities placed on existing
personnel. In addition, in December 2010, our President and Chief Executive Officer retired. While this individual has been
replaced by a qualified, experienced individual, it is too early to determine any impact on our business of such change in
leadership.
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We may be unable to obtain financing to fund ongoing operations and future growth.
While we believe our improved gross margins and cost control actions will allow us to generate cash and achieve
profitability in the future, there is no assurance as to when or if we will be able to achieve our projections. Our future cash
flows from operations, combined with our accessibility to cash and credit, may not be sufficient to allow us to finance
ongoing operations or to make required investments for future growth. We may need to seek additional credit or access
capital markets for additional funds. There is no assurance, given our historical operating performance, that we would be
successful in this regard.
We may not generate a sufficient amount of cash or generate sufficient funds from operations to fund our operations or
repay our indebtedness at maturity or otherwise.
Our ability to draw funds and make payments on our asset-based credit facility will depend on our ability to
consistently generate cash flow from operations in the future. This ability, to a certain extent, is subject to general
economic, financial, competitive, regulatory and other factors beyond our control. There can be no assurance that our
business will generate cash flow from operations or that future borrowings will be available to us in amounts sufficient to
enable us to fund our liquidity needs or to repay our indebtedness.
We may not be able to achieve the covenants as set forth in our asset based lending facility with RBS Capital.
Our ability to successfully meet the covenants as set forth in our lending facility will depend on our generation of
EBITDA from each of our domestic legal entities in line with our projections. Our lending facility includes a fixed
charge ratio which we must achieve on a quarterly basis to avoid default. The existence of an event of default would
significantly impact our ability to draw funds from our credit facility, which could have a material adverse effect on our
business, financial condition and results of operations. There can be no assurances that we will generate sufficient cash
flow from operations to ensure compliance with the covenants of our lending facility. In the event of a default, our
interest rate will increase by 200 basis points during the default period.
We face risks related to general domestic and global economic conditions.
In general, our operating results can be significantly affected by negative economic conditions, high labor,
material and commodity costs and unforeseen changes in demand for our products and services. These risks are
heightened as economic conditions globally have deteriorated significantly and may not fully recover to historical levels
in the short-term. The current economic conditions could continue to have a negative impact on demand for our products
and services, which may have a direct negative impact on our sales and profitability, as well as our ability to generate
sufficient internal cash flows or access credit at reasonable rates to meet future operating expenses, service debt and fund
capital expenditures.
Our efforts to develop new commercial applications for our products could fail.
Although we are involved with developing certain products for new commercial applications, we cannot provide
assurance that acceptance of our products will occur due to the highly competitive nature of the business. There are many
new product and technology entrants into the marketplace, and we must continually reassess the market segments in which
our products can be successful and seek to engage customers in these segments that will adopt our products for use in their
products. In addition, these companies must be successful with their products in their markets for us to gain increased
business. Increased competition, failure to gain customer acceptance of products, the introduction of competitive
technologies or failure of our customers in their markets could have a further adverse effect on our business.
We may incur significant costs because of the warranties we supply with our products and services.
With respect to our battery products, we typically offer warranties against any defects due to product malfunction or
workmanship for a period up to one year from the date of purchase. With respect to our communications systems products,
we now offer up to a three-year warranty. Previously, we had offered up to a four-year warranty. We also offer a 10-year
warranty on our 9-volt batteries that are used in ionization-type smoke alarms. With respect to the installation of our standby
power systems, we offer a warranty over the installation, generally restrictive to meeting the customers’ performance
specifications. We provide for a reserve for these potential warranty expenses, which is based on an analysis of historical
warranty issues. There is no assurance that future warranty claims will be consistent with past history, and in the event we
experience a significant increase in warranty claims, there is no assurance that our reserves will be sufficient. This could
have a material adverse effect on our business, financial condition and results of operations.
21
We are subject to certain safety risks, including the risk of fire, inherent in the manufacture, use and transportation of
lithium batteries.
Due to the high energy inherent in lithium batteries, our lithium batteries can pose certain safety risks, including the
risk of fire. We incorporate procedures in research, development, product design, manufacturing processes and the
transportation of lithium batteries that are intended to minimize safety risks, but we cannot assure that accidents will not
occur or that our products will not be subject to recall for safety concerns. Although we currently carry insurance policies
which cover loss of the plant and machinery, leasehold improvements, inventory and business interruption, any accident,
whether at the manufacturing facilities or from the use of the products, may result in significant production delays or claims
for damages resulting from injuries. While we maintain what we believe to be sufficient casualty liability coverage to
protect against such occurrences, these types of losses could have a material adverse effect on our business, financial
condition and results of operation.
We may incur significant costs because of known and unknown environmental matters.
National, state and local laws impose various environmental controls on the manufacture, transportation, storage,
use and disposal of batteries and of certain chemicals used in the manufacture of batteries. Although we believe that our
operations are in substantial compliance with current environmental regulations and that, except as noted below, there are no
environmental conditions that will require material expenditures for clean-up at our present or former facilities or at facilities
to which we have sent waste for disposal, there can be no assurance that changes in such laws and regulations will not
impose costly compliance requirements on us or otherwise subject us to future liabilities. There can be no assurance that
additional or modified regulations relating to the manufacture, transportation, storage, use and disposal of materials used to
manufacture our batteries or restricting disposal of batteries will not be imposed or how these regulations will affect us or our
customers, that could have a material adverse effect on our business, financial condition and results of operations.
The future regulatory direction of the European Union’s Restriction of Hazardous Substances (“RoHS”) and
Waste Electrical and Electronic Equipment (“WEEE”) Directives, as they pertain to our products, is uncertain.
Their potential impact to our business would become material if battery packs were to be included in new guidelines and
we were unable to procure materials in a timely manner. Other associated risks related to these directives include excess
inventory risk due to a write off of non-compliant inventory. We continue to monitor the regulatory activity of the
European Union to ascertain such risks.
China’s “Management Methods for Controlling Pollution Caused by Electronic Information Products
Regulation” (“China RoHS”) provides a two-step, broad regulatory framework, including similar hazardous substance
restrictions as are imposed by the European Union’s RoHS Directive, and apply to methods for the control and reduction
of pollution and other public hazards to the environment caused during the production, sale, and import of electronic
information products (“EIP”) in China affecting a broad range of electronic products and parts, which was implemented
on March 1, 2007. Currently, only the first step of the regulatory framework of China RoHS, which details marking and
labeling requirements under Standard SJT11364-2006 (“Marking Standard”), is in effect. However, the methods under
China RoHS only apply to EIP placed in the marketplace in China. Additionally, the Marking Standard does not apply to
components sold to OEMs for use in other EIP. Our sales in China are limited to sales to OEMs and to distributors who
supply to OEMs. Should our sales strategy change to include direct sales to end-users, our compliance system is
sufficient to meet our requirements under China RoHS. Our current estimated costs associated with our compliance with
this regulation based on our current market share are not significant. However, we continue to evaluate the impact of this
regulation, and actual costs could differ from our current estimates.
A number of domestic and international communities are prohibiting the landfill disposal of batteries and
requiring companies to make provisions for product recycling. Of particular note are the European Union’s Batteries
Directive and the New York State Rechargeable Battery Recycling law. We are committed to responsible product
stewardship and ongoing compliance with these and future regulations. The compliance costs associated with current
recycling regulations are not expected to be significant at this time. However, we continue to evaluate the impact of this
regulation, and actual costs could differ from our current estimates.
In conjunction with our purchase/lease of our Newark, New York facility in 1998, 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. We have submitted various work plans to the New York State Department of Environmental
Conservation (“NYSDEC”) and the New York State Department of Health (“NYSDOH”) regarding further environmental
testing and sampling in order to determine the scope of any additional remediation. Our environmental consulting firm
prepared and submitted a Final Investigation Report in January 2009 to the NYSDEC for review. The NYSDEC reviewed
and approved the Final Investigation Report in June 2009 and requested the development of a Remedial Action Plan. Our
22
environmental consulting firm developed and submitted the requested plan for review and approval by the NYSDEC. In
October 2009, we received comments back from the NYSDEC regarding the content of the remediation work plan. Our
environmental consulting firm incorporated the requested changes and submitted a revised work plan to the NYSDEC in
January 2010 for review and approval. Upon approval from the NYSDEC, environmental remediation work was
completed in July and August 2010. Our environmental consulting firm prepared a Final Engineering report which was
submitted to the NYSDEC for review and approval in October 2010. Comments on the Final Engineering report and
associated documents were received from the NYSDEC in December 2010. Our environmental consulting firm revised
the Final Engineering report and submitted the report and associated documents to the NYSDEC for review and approval
in January 2011. At December 31, 2010, we have reserved $22 for this matter. The ultimate resolution of this matter may
result in us incurring costs in excess of what we have reserved.
Any inability to comply with changes to the regulations for the shipment of our products could limit our ability to transport
our products to customers in a cost-effective manner.
The transportation of lithium batteries is regulated by the International Civil Aviation Organization (“ICAO”) and
corresponding International Air Transport Association (“IATA”) Dangerous Goods Regulations and the International
Maritime Dangerous Goods Code (“IMDG”) and in the U.S. by the Department of Transportation’s Pipeline and Hazardous
Materials Safety Administration (“PHMSA”). These regulations are based on the United Nations Recommendations on the
Transport of Dangerous Goods Model Regulations and the United Nations Manual of Tests and Criteria. We currently ship
our products pursuant to ICAO, IATA and PHMSA hazardous goods regulations. The regulations require companies to
meet certain testing, packaging, labeling and shipping specifications for safety reasons. We have not incurred, and do not
expect to incur, any significant costs in order to comply with these regulations. We believe we comply with all current
U.S. and international regulations for the shipment of our products, and we intend and expect to comply with any new
regulations that are imposed. We have established our own testing facilities to ensure that we comply with these regulations.
If we are unable to comply with the new regulations, however, or if regulations are introduced that limit our ability to
transport our products to customers in a cost-effective manner, this could have a material adverse effect on our business,
financial condition and results of operations.
Our lead acid products have been tested and have been deemed to meet all requirements as specified in 49CFR
173.159 (d) for exception as hazardous material classification. Our lead acid batteries have been tested and have been
deemed to meet all requirements as specified in the special provision 238 for determination of "Non-Spillable" and are
not subject to the provision of 49CFR 173.159 (d).
Our supply of raw materials and components could be disrupted.
Certain materials and components used in our products are available only from a single or a limited number of
suppliers. As such, some materials and components could become in short supply resulting in limited availability and/or
increased costs. Additionally, we may elect to develop relationships with a single or limited number of suppliers for
materials and components that are otherwise generally available. Due to our involvement with supplying defense products to
the government, we could receive a government preference to continue to obtain critical supplies to meet military production
needs. However, if the government did not provide us with a government preference in such circumstances, the difficulty in
obtaining supplies could have a material adverse effect on our business, financial condition and results of operations.
Although we believe that alternative suppliers are available to supply materials and components that could replace materials
and components currently used and that, if necessary, we would be able to redesign our products to make use of such
alternatives, any interruption in the supply from any supplier that serves as a sole source could delay product shipments and
have a material adverse effect on our business, financial condition and results of operations. We have experienced
interruptions of product deliveries by sole source suppliers in the past, and we cannot guarantee that we will not experience a
material interruption of product deliveries from sole source suppliers in the future. Additionally, we could face increasing
pricing pressure from our suppliers dependent upon volume due to rising costs by these suppliers that could be passed on to
us in higher prices for our raw materials, which could have a material effect on our business, financial condition and results
of operations.
Any inability to protect our proprietary and intellectual property could allow our competitors and others to produce
competing products based on our proprietary and intellectual property.
Our success depends more on the knowledge, ability, experience and technological expertise of our employees than
on the legal protection of patents and other proprietary rights. We claim proprietary rights in various unpatented
technologies, know-how, trade secrets and trademarks relating to products and manufacturing processes. We cannot
guarantee the degree of protection these various claims may or will afford, or that competitors will not independently
develop or patent technologies that are substantially equivalent or superior to our technology. We protect our proprietary
23
rights in our products and operations through contractual obligations, including nondisclosure agreements with certain
employees, customers, consultants and strategic partners. There can be no assurance as to the degree of protection these
contractual measures may or will afford. We have had patents issued and have patent applications pending in the U.S. and
elsewhere. We cannot assure (1) that patents will be issued from any pending applications, or that the claims allowed under
any patents will be sufficiently broad to protect our technology, (2) that any patents issued to us will not be challenged,
invalidated or circumvented, or (3) as to the degree or adequacy of protection any patents or patent applications may or will
afford. If we are found to be infringing third party patents, there can be no assurance that we will be able to obtain licenses
with respect to such patents on acceptable terms, if at all. The failure to obtain necessary licenses could delay product
shipments or the introduction of new products, and costly attempts to design around such patents could foreclose the
development, manufacture or sale of products.
Our products could become obsolete.
The market for our products is characterized by changing technology and evolving industry standards, often
resulting in product obsolescence or short product lifecycles. Although we believe that our products are comprised of state-
of-the-art technology, there can be no assurance that competitors will not develop technologies or products that would render
our technologies and products obsolete or less marketable.
Many of the companies with which we compete have substantially greater resources than we do, and some have the
capacity and volume of business to be able to produce their products more efficiently than we can at the present time. In
addition, these companies are developing or have developed products using a variety of technologies that are expected to
compete with our technologies. If these companies successfully market their products in a manner that renders our
technologies obsolete, this could have a material adverse effect on our business, financial condition and results of operations.
We are subject to foreign currency fluctuations.
We maintain manufacturing operations in North America, Europe and Asia, and we export products to various
countries. We purchase materials and sell our products in foreign currencies, and therefore currency fluctuations may impact
our pricing of products sold and materials purchased. In addition, our foreign subsidiaries maintain their books in local
currency, and the translation of those subsidiary financial statements into U.S. dollars for our consolidated financial
statements could have an adverse effect on our consolidated financial results, due to changes in local currency relative to the
U.S. dollar. Accordingly, currency fluctuations could have a material adverse effect on our business, financial condition and
results of operations.
Our ability to use our Net Operating Loss Carryforwards in the future may be limited, which could have an adverse impact
on our tax liabilities.
At December 31, 2010, we had approximately $53,188 of net operating loss carryforwards (“NOL’s”) available to
offset future taxable income. We continually assess the carrying value of this asset based on the relevant accounting
standards. As of December 31, 2010, we reflected a full valuation allowance against our deferred tax asset to the extent the
asset is not able to be offset by future reversing temporary differences. As a result, we have reflected a net deferred tax
liability of $3,698 in the U.S. We have reflected a net deferred tax asset of $-0- in the U. K. and China due to our current
assessment that it is more likely than not to not be realized. As we continue to assess the realizability of our deferred tax
assets, the amount of the valuation allowance could be reduced. In addition, certain of our NOL carryforwards are subject to
U.S. alternative minimum tax such that carryforwards can offset only 90% of alternative minimum taxable income.
Achieving our business plan targets, particularly those relating to revenue and profitability, is integral to our assessment
regarding the recoverability of our net deferred tax asset.
We have determined that a change in ownership, as defined under Internal Revenue Code Section 382, occurred
in 2005 and 2006. As such, the domestic NOL carryforward will be subject to an annual limitation estimated to be in the
range of approximately $12,000 to $14,500. This limitation did not have an impact on income taxes determined for 2010.
Such a limitation could result in the possibility of a cash outlay for income taxes in a future year when earnings exceed the
amount of NOL carryforwards that can be used by us. The use of our U.K. NOL carryforwards may be limited due to the
change in the U.K. operation during 2008 from a manufacturing and assembly center to primarily a distribution and
service center.
Our quarterly and annual results and the price of our common stock could fluctuate significantly.
Our future operating results may vary significantly from quarter to quarter and from year to year depending on
factors such as the timing and shipment of significant orders, new product introductions, delays in customer releases of
24
purchase orders, delays in receiving raw materials from vendors, the mix of distribution channels through which we sell our
products and services and general economic conditions. Frequently, a substantial portion of our revenue in each quarter is
generated from orders booked and fulfilled during that quarter. As a result, revenue levels are difficult to predict for each
quarter. If revenue results are below expectations, operating results will be adversely affected as we have a sizeable base of
fixed overhead costs that do not fluctuate much with the changes in revenue. Due to such variances in operating results, we
have sometimes failed to meet, and in the future may not meet, market expectations or even our own guidance regarding our
future operating results.
In addition to the uncertainties of quarterly and annual operating results, future announcements concerning us or our
competitors, including technological innovations or commercial products, litigation or public concerns as to the safety or
commercial value of one or more of our products may cause the market price of our common stock to fluctuate substantially
for reasons which may be unrelated to our operating results. These fluctuations, as well as general economic, political and
market conditions, may have a material adverse effect on the market price of our common stock.
The re-payment of the debt outstanding under our credit facility and the vesting of options under certain of our equity
compensation plans may both be accelerated by the triggering of a “change in control” as defined in our credit facility and
Long-Term Incentive Plan.
Our largest single shareholder is Grace Brothers, Ltd., which beneficially owns, along with Bradford T. Whitmore,
29.6% of our issued and outstanding shares of common stock. On June 6, 2007, Mr. Bradford T. Whitmore, general partner
of Grace Brothers, Ltd., became a member of our Board of Directors and was elected Chair of the Board of Directors on
March 25, 2010. If Grace Brothers, Ltd. or any other beneficial owner were to increase its ownership to more than 30%, it
would be deemed a “change in control” for purposes of our 2004 Amended and Restated Long Term Incentive Plan, or
LTIP. If a “change in control” were to occur, the vesting of most of the outstanding options granted under our LTIP would
be accelerated resulting in a significant expense being charged against our income for the period during which the “change in
control” occurred. An increase in ownership to 49% or more by any beneficial owner with 5% ownership as of February 17,
2010, or to 30% by any new owner, or any owner with less than 5% ownership as of February 17, 2010, would result in a
default under our new credit facility with RBS Capital. Either of these events could have a material, adverse effect on our
business, financial condition and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of December 31, 2010, we own two buildings in Newark, New York comprising approximately 250,000 square
feet, which serves operations primarily in the Battery & Energy Products and Communications Systems operating segments.
Our corporate headquarters are located in our Newark, New York facility. In addition, we lease approximately 35,000
square feet in a facility based in Abingdon, England, which serves operations primarily in the Battery & Energy Products
operating segment, and approximately 130,000 square feet in four buildings on one campus in Shenzhen, China, which
serves operations primarily in the Battery & Energy Products operating segment. The Shenzhen, China campus location
includes dormitory facilities. In the second quarter of 2011, we will begin to lease approximately 32,500 square feet in a
facility based in Virginia Beach, Virginia, which serves operations primarily in the Communications Systems operating
segment. We also lease sales and administrative offices, as well as manufacturing and production facilities, in eleven
separate facilities across the U.S. and one in India. Our research and development efforts for our Battery & Energy Products
are conducted at our Newark, New York, West Point, Mississippi and Shenzhen, China facilities, while our research and
development efforts for our Communications Systems products are conducted at our Newark, New York facility,
Tallahassee, Florida and our facility in Virginia Beach, Virginia. On occasion, we rent additional warehouse space to store
inventory and non-operational equipment. We believe that our facilities are adequate and suitable for our current needs.
However, we may require additional manufacturing and administrative space if demand for our products and services
continues to grow.
25
ITEM 3. LEGAL PROCEEDINGS
We are subject to legal proceedings and claims that arise in the normal course of business. We believe that the
final disposition of such matters will not have a material adverse effect on our financial position or results of our operations.
In conjunction with our purchase/lease of our Newark, New York facility in 1998, we entered into a payment-in-
lieu of tax agreement, which provided us 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. We retained an engineering firm, which
estimated that the cost of remediation should be approximately $230. In February 1998, we entered into an agreement with a
third party which provides that we 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 us for fifty percent (50%) of the cost of correcting the
environmental concern on the Newark property. We have fully reserved for our 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. We responded by submitting a work plan to NYSDEC, which was approved in April 2002.
We 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 we 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. We received the laboratory analysis and met with the NYSDEC in
March 2006 to discuss the results. On June 30, 2006, the Final Investigation Report was delivered to the NYSDEC by our
outside environmental consulting firm. In November 2006, the NYSDEC completed its review of the Final Investigation
Report and requested additional groundwater, soil and sediment sampling. A work plan to address the additional
investigation was submitted to the NYSDEC in January 2007 and was approved in April 2007. Additional investigation
work was performed in May 2007. A preliminary report of results was prepared by our outside environmental consulting
firm in August 2007 and a meeting with the NYSDEC and NYSDOH took place in September 2007. As a result of this
meeting, NYSDEC and NYSDOH have requested additional investigation work. A work plan to address this additional
investigation was submitted to and approved by the NYSDEC in November 2007. Additional investigation work was
performed in December 2007. Our environmental consulting firm prepared and submitted a Final Investigation Report in
January 2009 to the NYSDEC for review. The NYSDEC reviewed and approved the Final Investigation Report in June
2009 and requested the development of a Remedial Action Plan. Our environmental consulting firm developed and
submitted the requested plan for review and approval by the NYSDEC. In October 2009, we received comments back
from the NYSDEC regarding the content of the remediation work plan. Our environmental consulting firm incorporated
the requested changes and submitted a revised work plan to the NYSDEC in January 2010 for review and approval. Upon
approval from the NYSDEC, environmental remediation work as completed in July and August 2010. Our environmental
consulting firm prepared a Final Engineering report which was submitted to the NYSDEC for review and approval in
October 2010. Comments on the Final Engineering report and associated documents were received from the NYSDEC in
December 2010. Our environmental consulting firm revised the Final Engineering report and submitted the report and
associated documents to the NYSDEC for review and approval in January 2011. Through December 31, 2010, total costs
incurred have amounted to approximately $340, none of which has been capitalized. At December 31, 2010 and December
31, 2009, we had $22 and $49, respectively, reserved for this matter.
ITEM 4. RESERVED
26
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is included for quotation on the NASDAQ Global Market under the symbol “ULBI.”
The following table sets forth the quarterly high and low closing sales prices of our Common Stock during 2009
and 2010:
2009:
Quarter ended March 29, 2009
Quarter ended June 28, 2009
Quarter ended September 27, 2009
Quarter ended December 31, 2009
2010:
Quarter ended March 28, 2010
Quarter ended June 27, 2010
Quarter ended September 26, 2010
Quarter ended December 31, 2010
Closing Sales Prices
High
Low
$13.87
8.47
7.17
6.06
$ 5.35
4.94
4.91
7.16
$6.89
6.30
5.80
3.50
$3.83
3.97
4.02
4.29
Holders
As of March 10, 2011, there were 373 registered holders of record of our Common Stock.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer
None.
Dividends
We have never declared or paid any cash dividends on our capital stock. We intend to retain earnings, if any, to
finance future operations and expansion and, therefore, do not anticipate paying any cash dividends in the foreseeable future.
Any future payment of dividends will depend upon our financial condition, capital requirements and earnings, as well as
upon other factors that the Board of Directors may deem relevant. Pursuant to our current credit facility, we are precluded
from paying any dividends.
27
ITEM 6. SELECTED FINANCIAL DATA
The financial results presented in this table include results from the last five fiscal years ended December 31, 2010, 2009,
2008, 2007 and 2006.
SELECTED FINANCIAL DATA
(In Thousands, Except Per Share Amounts)
Statement of Operations Data:
Revenues
Cost of products sold
Gross margin
Research and development expenses
Selling, general and administrative expenses
Impairment of goodwill and long-lived assets
Total operating expenses
Operating income (loss)
Interest (expense) income, net
Gain on insurance settlement
Gain on McDowell settlement
Gain on debt conversion
Other income (expense), net
Income (loss) before income taxes
Income tax provision (benefit) - current
Income tax provision (benefit) - deferred
Total income taxes
Year Ended December 31,
2010
2009
2008
2007
2006
$
178,577
132,008
$
172,109
135,249
$
254,700
197,757
$
137,596
108,822
$
93,546
76,103
46,569
8,817
29,840
13,793
52,450
(5,881)
(1,169)
-
-
-
171
(6,879)
(555)
(115)
(670)
36,860
9,540
34,682
-
44,222
(7,362)
(1,465)
-
-
-
(13)
(8,840)
31
360
391
56,943
8,138
31,500
-
39,638
17,305
(930)
39
-
313
777
17,504
582
3,297
3,879
28,774
7,000
21,973
-
28,973
(199)
(2,184)
-
7,550
-
493
5,660
-
77
77
17,443
5,097
15,303
-
20,400
(2,957)
(1,298)
191
-
-
311
(3,753)
-
23,735
23,735
Net income (loss)
Net (income) loss attributable to noncontroling interest
$
(6,209)
30
$
(9,231)
(10)
$
13,625
38
$
5,583
-
$
(27,488)
-
Net income (loss) attributable to Ultralife
Net income (loss) attributable to Ultralife common shares - basic
Net income (loss) attributable to Ultralife common shares - diluted
$
$
$
(6,179)
(0.36)
(0.36)
$
$
$
(9,241)
(0.54)
(0.54)
$
$
$
13,663
0.79
0.78
$
$
$
5,583
0.36
0.36
$
$
$
(27,488)
(1.84)
(1.84)
Weighted average shares outstanding-basic
Weighted average shares outstanding-diluted
17,157
17,157
16,989
16,989
17,230
17,681
15,316
15,538
14,906
14,906
Balance Sheet Data:
Cash and cash equivalents
Working capital
Total assets
Total long-term debt and capital lease obligations
Shareholders' equity
December 31,
2010
2009
2008
2007
2006
$
$
$
$
$
5,105
39,309
114,835
251
73,795
$
$
$
$
$
6,094
27,824
131,166
267
78,114
$
$
$
$
$
1,878
42,937
129,587
4,670
88,153
$
$
$
$
$
2,245
26,461
122,048
16,224
63,007
$
$
$
$
$
720
18,070
97,758
20,043
39,589
28
ITEM 7. 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 our products and services, addressing the process of U.S. defense procurement, the successful
commercialization of our products, the successful integration of our acquired businesses, the impairment of our intangible
assets, general domestic and global economic conditions, including the uncertainty with government budget approvals,
government and environmental regulations, finalization of non-bid government contracts, competition and customer
strategies, technological innovations in the non-rechargeable and rechargeable battery industries, changes in our business
strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw material
supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. Should one
or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
differ materially from those forward-looking statements described herein. When used in this report, the words “anticipate”,
“believe”, “estimate” or “expect” or words of similar import are intended to identify forward-looking statements. For further
discussion of certain of the matters described above and other risks and uncertainties, see “Risk Factors” in Item 1A of
this annual report.
Undue reliance should not be placed on our forward-looking statements. Except as required by law, we disclaim
any obligation to update any factors or to publicly announce the results of any revisions to any of the forward-looking
statements contained in this annual report on Form 10-K to reflect new information, future events or other developments.
The following discussion and analysis should be read in conjunction with the accompanying Consolidated Financial
Statements and Notes thereto appearing elsewhere in this Form 10-K.
The financial information in this Management’s Discussion and Analysis of Financial Condition and Results of
Operations is presented in thousands of dollars, except for share and per share amounts.
General
We offer products and services ranging from portable and standby power solutions to communications and
electronics systems. Through our engineering and collaborative approach to problem solving, we serve government,
defense and commercial customers across the globe. We design, manufacture, install and maintain power and
communications systems
rechargeable and non-rechargeable batteries, standby power systems,
communications and electronics systems and accessories, and custom engineered systems, solutions and services. We sell
our products worldwide through a variety of trade channels, including original equipment manufacturers (“OEMs”),
industrial and retail distributors, national retailers and directly to U.S. and international defense departments.
including:
Beginning January 1, 2010, we now report our results in three operating segments instead of four: Battery &
Energy Products; Communications Systems; and Energy Services. This change in segment reporting is more consistent
with how we now manage our business operations. The Non-Rechargeable Products and Rechargeable Products
segments have been combined into a single segment called Battery & Energy Products. The Communications Systems
segment now includes our RedBlack Communications business, which was previously included in the Design &
Installation Services segment. The Design & Installation Services segment has been renamed Energy Services and
encompassed our standby power and wireless businesses. Research, design and development contract revenues and
expenses, which were previously included in the Design & Installation Services segment, have been captured under the
respective operating segment in which the work is performed.
The Battery & Energy Products segment includes: lithium 9-volt, cylindrical and various other non-rechargeable
batteries, in addition to rechargeable batteries, uninterruptable power supplies and accessories, such as cables. The
Communications Systems segment includes: power supplies, cable and connector assemblies, RF amplifiers, amplified
speakers, equipment mounts, case equipment, integrated communication system kits, charging systems and
communications and electronics systems design. The Energy Services segment includes: standby power and systems
design, installation and maintenance activities. We look at our segment performance at the gross margin level, and we do
not allocate research and development, except for research, design and development contracts as noted above, 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.
29
We continually evaluate ways to grow, including opportunities to expand through mergers, acquisitions and joint
ventures, which can broaden the scope of our products and services, expand operating and market opportunities and
provide the ability to enter new lines of business synergistic with our portfolio of offerings.
In March 2008, we formed a joint venture, the India JV, with our distributor partner in India. The India JV
assembles Ultralife power solution products and manages local sales and marketing activities, serving commercial,
government and defense customers throughout India. We have invested $86 in cash into the India JV, as consideration
for our 51% ownership stake in the India JV.
In June 2008, we changed our corporate name from Ultralife Batteries, Inc. to Ultralife Corporation. The
purpose of the name change was to align our corporate name more closely with the business now being conducted by us,
as we are no longer exclusively a battery manufacturing company.
On November 10, 2008, we acquired certain assets of USE, a nationally recognized standby power installation
and power management services business. USE is located in Riverside, California. Under the terms of the agreement, the
initial purchase price consisted of $2,865 in cash. In addition, on the achievement of certain post-acquisition financial
milestones, we were to issue up to an aggregate amount of 200,000 unregistered shares of our common stock, over a
period of four years. In April 2010, we entered in an Amendment Agreement, where we agreed to issue 200,000
unregistered shares of our common stock in full satisfaction of our outstanding obligation under the asset purchase
agreement. (See Note 2 in the Notes to Consolidated Financial Statements for additional information.)
On March 20, 2009, we acquired substantially all of the assets and assumed substantially all of the liabilities of
the tactical communications products business of Science Applications International Corporation. The tactical
communications products business (“AMTI”), located in Virginia Beach, Virginia, designs, develops and manufactures
tactical communications products including amplifiers, man-portable systems, cables, power solutions and ancillary
communications equipment. Under the terms of the asset purchase agreement for AMTI, the purchase price consisted of
$5,717 in cash. (See Note 2 in the Notes to Consolidated Financial Statements for additional information.)
On June 1, 2009, the Board of Directors appointed John C. Casper as our Vice-President of Finance and Chief
Financial Officer, succeeding Robert W. Fishback. In November 2009, Mr. Casper resigned from his position. In
December 2009, Philip A. Fain was appointed Chief Financial Officer and Treasurer, succeeding Mr. Casper.
In the fourth quarter of 2010, we completed an impairment analysis of the goodwill, intangible assets, and other
long-lived assets associated with the standby power business included in the Energy Services segment. As a result of this
analysis, in connection with the overall decrease in revenues in 2010 compared to 2009 and the declining gross margins over
the last two years for the standby power business, we recognized a non-cash impairment charge of $13,793 in the fourth
quarter of 2010 to fully write off the goodwill and intangible assets and partially write off certain fixed assets. (See Note 3 in
the Notes to Condensed Consolidated Financial Statements for additional information.)
In December 2010, pursuant to the terms of the Addendum to his Employment Agreement dated May 24, 2010,
John D. Kavazanjian notified us of his intention to retire, ceasing to serve as President and Chief Executive Officer
effective December 30, 2010. On December 6, 2010, Michael D. Popielec was appointed President and Chief Executive
Officer effective December 30, 2010, succeeding John D. Kavazanjian.
On March 8, 2011, our senior management, as authorized by our Board of Directors, decided to exit our Energy
Services business. As a result of management’s ongoing review of our business segments and products, and taking into
account the growth and profitability potential of the Energy Services segment as well as its sizeable operating losses over
the last several years, we determined it was appropriate to refocus our operations on profitable growth opportunities
presented in our other segments, Battery & Energy Products and Communications Systems. In the fourth quarter of 2010,
we recorded a non-cash impairment charge of $13,793 to write-off the goodwill and intangible assets and certain fixed
assets associated with the standby power portion of our Energy Services business. We anticipate that the actions taken to
exit our Energy Services business will result in the elimination of approximately 40 jobs and the closing of five facilities,
primarily in California, Florida and Texas, over several months. We expect to complete all exit activities with respect to
our Energy Services segment by the end of the third quarter. Upon completion, we will reclassify our Energy Services
segment as a discontinued operation.
In connection with the exit activities described above, we expect that we will record total restructuring charges
of approximately $3,200, the majority of which are related to employee-related costs, including termination benefits, lease
termination costs and inventory and fixed asset write-downs, of which approximately $1,200 will be recorded in the first
quarter of 2011. The cash component of the aggregate charge is expected to be approximately $2,200.
30
Currently, we do not experience significant seasonal sales trends in any of our operating segments, although
sales to the U.S. Defense Department and other international defense organizations can be sporadic based on the needs of
those particular customers.
Overview
Consolidated revenues for the year ended December 31, 2010 increased by $6,468, or 3.8%, from the year ended
December 31, 2009. This increase was primarily caused by increased revenues in our Communications Systems segment
as a result of deliveries on the SATCOM-on-the-Move order received in May 2010. Gross margin increased to 26.1% as
a percentage of total revenues for the year ended December 31, 2010, as opposed to 21.4% for the year ended December
31, 2009. Gross margin increased in our Battery & Energy Products and Communications Systems operating segments,
partially offset by the decrease in the gross margin in our Energy Services operating segment. Gross margin as a
percentage of total revenues for our Battery & Energy Products and Communications Systems segments during the year
ended December 31, 2010 increased to 22.9% and 34.6%, respectively. The primary reasons for the gross margin
improvements were manufacturing efficiencies and higher selling prices realized for some of our products in our Battery
& Energy Products segment and a favorable mix of high-margin Communications Systems revenue, including strong
SATCOM-on-the-Move and AMTI amplifier revenues.
Operating expenses increased to $52,450 during the year ended December 31, 2010 compared to $44,222 during
the year ended December 31, 2009. Included in operating expenses for the year ended December 31, 2010 was a $13,793
non-cash asset impairment charge to write-off the goodwill and intangible assets and certain fixed assets associated with
our standby power business included in our Energy Services segment. Adjusting for this charge, operating expenses for
the year ended December 31, 2010 decreased by $5,565 compared to the year ended December 31, 2009. The “across the
board” cost reduction and consolidation actions we commenced in the latter half of 2009 were primarily responsible for
this improvement.
Adjusted EBITDA, defined as net income (loss) attributable to Ultralife before net interest expense, provision
(benefit) for income taxes, depreciation and amortization, plus/minus expenses/income that we do not consider reflective
of our ongoing operations, amounted to $14,540 for the year ended December 31, 2010 compared to $(328) for the year
ended December 31, 2009. See the section “Adjusted EBITDA” beginning on page 37 for a reconciliation of Adjusted
EBITDA to net income (loss) attributable to Ultralife.
With continued cash flow generated from our operations and favorable improvements made to our balance sheet,
the outstanding balance on our new credit facility was $8,541 at December 31, 2010. By comparison, at December 31,
2009, the outstanding revolver balance under our previous credit facility was $15,500.
Outlook
Management has updated its full year guidance for 2011. As a result of exiting the Energy Services business and
reclassifying it as a discontinued operation when complete, management now expects to report revenue of approximately
$168,000 from continuing operations. Excluding SATCOM system shipments in both periods, revenue is expected to
grow by 18% over 2010. Operating income is expected to be no less than $10,500, excluding the Energy Services closing
costs of approximately $3,200, representing an operating margin of 6.3%. This compares favorably to the 2010 operating
margin of 4.4% adjusting for the $13,793 non-cash impairment charge. Management cautions that the timing of orders
and shipments may cause variability in quarterly results.
31
Results of Operations
Twelve Months Ended December 31, 2010 Compared With the Twelve Months Ended December 31, 2009
12 Months Ended
12/31/2010
12/31/2009
Increase /
(Decrease)
Revenues
Cost of products sold
Gross margin
Operating expenses
Operating income (loss)
Other income (expense), net
Income (loss) before taxes
Income tax provision (benefit)
Net income (loss)
Net (income) loss attributable to noncontrolling interest
Net income (loss) attributable to Ultralife
Net income (loss) attributable to Ultralife common shares - basic
Net income (loss) attributable to Ultralife common shares - diluted
$
$
$
178,577
132,008
46,569
52,450
(5,881)
(998)
(6,879)
(670)
(6,209)
30
(6,179)
(0.36)
(0.36)
172,109
135,249
36,860
44,222
(7,362)
(1,478)
(8,840)
391
(9,231)
(10)
(9,241)
(0.54)
(0.54)
$
$
$
$
$
$
$
$
$
$
$
6,468
(3,241)
9,709
8,228
1,481
480
1,961
(1,061)
3,022
40
3,062
0.18
0.18
Weighted average shares outstanding-basic
Weighted average shares outstanding-diluted
17,157,000
17,157,000
16,989,000
16,989,000
168,000
168,000
Revenues. Total revenues for the twelve months ended December 31, 2010 amounted to $178,577, an increase of
$6,468, or 3.8% from the $172,109 reported for the twelve months ended December 31, 2009.
Battery & Energy Products revenues increased $670, or 0.8%, from $93,973 last year to $94,643 this year. The
slight increase in Battery & Energy Products revenues was primarily attributable to higher demand for our rechargeable
batteries, including automotive telematics batteries resulting from favorable economic conditions in the automotive
industry, partially offset by lower battery sales to the U.S. Department of Defense.
Communications Systems revenues increased $11,854, or 19.7%, from $60,322 last year to $72,176 this year. The
increase in Communications Systems revenues was mainly due to deliveries on the SATCOM-on-the-Move
communications systems order we received in May 2010 and amplifier sales resulting from our acquisition of AMTI on
March 20, 2009 and continued favorable demand for these products.
Energy Services revenues decreased $6,056, or 34.0%, from $17,814 last year to $11,758 this year. The decrease in
Energy Services revenues was mainly attributable to continued customer delays in capital expenditures for backup
stationary power, due to the continued weak economic conditions, primarily attributable to larger capital projects.
Cost of Products Sold. Cost of products sold decreased $3,241, or 2.4%, from $135,249 for the year ended
December 31, 2009 to $132,008 for the year ended December 31, 2010. Consolidated cost of products sold as a percentage
of total revenue decreased from 78.6% for the year ended December 31, 2009 to 73.9% for the year ended December 31,
2010. Correspondingly, consolidated gross margin was 26.1% for the year ended December 31, 2010, compared with 21.4%
for the year ended December 31, 2009, primarily attributable to the margin improvements in the Battery & Energy Products
and Communications Systems business segments.
In our Battery & Energy Products segment, the cost of products sold decreased $3,504, from $76,494 in the year
ended December 31, 2009 to $72,990 in 2010. Battery & Energy Products gross margin for 2010 was $21,653 or 22.9%, an
increase of $4,174 from 2009’s gross margin of $17,479, or 18.6%. Battery & Energy Products gross margin and gross
margin as a percentage of revenues both increased for the year ended December 31, 2010, primarily as a result of
manufacturing efficiencies and higher selling prices and volumes realized for some of our products, in comparison to the
year ended December 31, 2009.
In our Communications Systems segment, the cost of products sold increased $4,681 from $42,492 in 2009 to
$47,173 in 2010. Communications Systems gross margin for 2010 was $25,003, or 34.6%, an increase of $7,173 from
2009’s gross margin of $17,830, or 29.6%. The increase in both the gross margin and the gross margin percentage for
Communications Systems resulted from deliveries on the SATCOM-on-the-Move communications systems order we
32
received in May 2010 and from our acquisition of the AMTI amplifier business and increased sales of its higher margin
products.
In our Energy Services segment, the cost of sales decreased $4,418, from $16,263 for the year ended December 31,
2009, to $11,845 in 2010. Energy Services gross margin for 2010 was $(87), or (0.7)%, compared to 2009’s gross margin
of $1,551, or 8.7%. Gross margin and the gross margin percentage in this particular segment both decreased mainly due
to lower sales caused by project delays and ongoing pricing pressures in this industry.
Operating Expenses. Total operating expenses increased $8,228, from $44,222 for the year ended December 31,
2009 to $52,450 for the year ended December 31, 2010. Overall, operating expenses as a percentage of sales increased to
29.4% in 2010 from 25.7% reported the prior year. Included in operating expenses for the year ended December 31, 2010
was a $13,793 non-cash asset impairment charge to write-off the goodwill and intangible assets and certain fixed assets
associated with our Energy Services business. Adjusting for this charge, operating expenses for the year ended December
31, 2010 decreased by $5,565 compared to the year ended December 31, 2009. The “across the board” cost reduction and
consolidation actions we commenced in the latter half of 2009 were primarily responsible for this improvement.
Amortization expense associated with intangible assets related to our acquisitions was $1,428 for 2010 ($957 in selling,
general and administrative expenses and $471 in research and development costs), compared with $1,683 for 2009 ($1,146
in selling, general, and administrative expenses and $537 in research and development costs). Research and development
costs were $8,817 in 2010, a decrease of $723 or 7.6%, over the $9,540 reported in 2009, with the decrease due to the timing
of development projects relating primarily to advanced battery systems. Selling, general, and administrative expenses
decreased $4,842, or 14.0%, to $29,840. This decrease represents the results of our broad actions to reduce our overall
spending base in non-revenue producing functions, as well as approximately $1,200 of non-recurring expenses that were
recorded in the second quarter of 2009 associated with staff reductions and legal expenses relating to a litigation matter
that was successfully resolved.
Other Income (Expense). Other income (expense) totaled $(998) for the year ended December 31, 2010,
compared to $(1,478) for the year ended December 31, 2009. Interest expense, net of interest income, decreased $296, from
$1,465 for 2009 to $1,169 for 2010, mainly as a result of lower average borrowings under our revolving credit facilities,
partially offset by expenses related to the termination of our previous credit facility with JP Morgan Chase Bank, N.A. and
Manufacturers and Traders Trust Company during the first quarter of the year. Miscellaneous income/expense amounted to
income of $171 for 2010 compared with expense of $13 for 2009. The income in 2010 was primarily due to the transactions
impacted by changes in foreign currencies relative to the U.S. dollar.
Income Taxes. We reflected a tax benefit of $670 for the twelve-month period ended December 31, 2010 compared
with a tax provision of $391 in the same period of 2009. The 2010 tax benefit is principally a result of our realization of a
current tax benefit related to our election in 2010 to carry back the 2009 net operating loss to the prior five tax years. This
amount was partially offset by state income taxes due for 2010. This election resulted in us receiving a refund of alternative
minimum taxes paid in the prior five years. In addition, we realized a deferred tax benefit as a result of the reassessment of
the net required deferred tax liability. This reassessment was required due to the impairment of certain goodwill and other
intangible assets relating to the standby power business in 2010.
The effective consolidated tax rate for the twelve-month periods ended December 31, 2010 and 2009 was:
Twelve-Month Periods Ended
December 31,
2010
2009
Income (Loss) before Incomes Taxes (a)
$ (6,879)
$ (8,840)
Total Income Tax Provision (Benefit) (b)
$ (670)
$ 391
Effective Tax Rate (b/a)
(9.7)%
4.4%
In 2010 and 2009, we continue to report a valuation allowance for our deferred tax assets that cannot be offset by
reversing temporary differences in the U.S., the U.K. and China arising from the conclusion that we would not be able to
utilize our U.S., U.K. and China NOL’s that had accumulated over time. The recognition of the valuation allowance on our
deferred tax asset resulted from our evaluation of all available evidence, both positive and negative. The assessment of the
realizability of the NOL’s was based on a number of factors including, our history of net operating losses, the volatility of
our earnings, our historical operating volatility, our historical ability to accurately forecast earnings for future periods and the
continued uncertainty of the general business climate as of the end of 2010. We concluded that these factors represent
sufficient negative evidence and have concluded that we should record a full valuation allowance under FASB’s guidance on
33
the accounting for income taxes. (See Notes 1 and 8 in the Notes to Consolidated Financial Statements for additional
information.) We continually assess the carrying value of this asset based on relevant accounting standards.
We have determined that a change in ownership, as defined under Internal Revenue Code Section 382, occurred in
2005 and 2006. As such, the domestic NOL carryforward will be subject to an annual limitation estimated to be in the range
of approximately $12,000 to $14,500. The unused portion of the annual limitation can be carried forward to subsequent
periods. Our ability to utilize NOL carryforwards due to the successive ownership changes is currently limited to a minimum
of approximately $12,000 annually, plus the carryover from unused portions of the annual limitations. We believe such
limitation will not impact our ability to realize the deferred tax asset.
In addition, certain of our 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 2010 and 2009. The use of our U.K. NOL carryforwards may be limited due to the change in the U.K.
operation during 2008 from a manufacturing and assembly center to primarily a distribution and service center. For
further discussion, see “Risk Factors” in Item 1A of this annual report.
Net Income (Loss) Attributable to Ultralife. Net loss attributable to Ultralife and loss attributable to Ultralife
common shareholders per diluted share were $6,179 and $0.36, respectively, for the year ended December 31, 2010,
compared to net loss attributable to Ultralife and loss attributable to Ultralife common shareholders per diluted share of
$9,241 and $0.54, respectively, for the year ended December 31, 2009, primarily as a result of the reasons described above.
Average common shares outstanding used to compute diluted earnings per share increased from 16,989,000 in 2009 to
17,157,000 in 2010, mainly due to the issuance of 200,000 shares of our common stock to the former principals of U.S.
Energy under the Amended Purchase Agreement in April 2010.
Twelve Months Ended December 31, 2009 Compared With the Twelve Months Ended December 31, 2008
12 Months Ended
12/31/2009
12/31/2008
Increase /
(Decrease)
Revenues
Cost of products sold
Gross margin
Operating expenses
Operating income (loss)
Other income (expense), net
Income (loss) before taxes
Income tax provision
Net income (loss)
Net (income) loss attributable to noncontrolling interest
Net income (loss) attributable to Ultralife
Net income (loss) attributable to Ultralife common shares - basic
Net income (loss) attributable to Ultralife common shares - diluted
$
$
$
172,109
135,249
36,860
44,222
(7,362)
(1,478)
(8,840)
391
(9,231)
(10)
(9,241)
(0.54)
(0.54)
254,700
197,757
56,943
39,638
17,305
199
17,504
3,879
13,625
38
13,663
0.79
0.78
$
$
$
$
$
$
$
$
$
$
$
(82,591)
(62,508)
(20,083)
4,584
(24,667)
(1,677)
(26,344)
(3,488)
(22,856)
(48)
(22,904)
(1.33)
(1.32)
Weighted average shares outstanding-basic
Weighted average shares outstanding-diluted
16,989,000
16,989,000
17,230,000
17,681,000
(241,000)
(692,000)
Revenues. Total revenues for the twelve months ended December 31, 2009 amounted to $172,109, a decrease of
$82,591, or 32.4% from the $254,700 reported for the twelve months ended December 31, 2008.
Battery & Energy Products revenues decreased $1,236, or 1.3%, from $95,209 last year to $93,973 this year. The
decrease in revenues was mainly attributable to a decline in sales to automotive telematics customers due to the recession,
offset in part by higher shipments of our BA-5390 batteries to government/defense customers and increased demand for
rechargeable batteries and charging systems from U.S. defense customers.
Communications Systems revenues decreased $87,848, or 59.3%, from $148,170 last year to $60,322 this year.
The decrease in Communications Systems revenues was mainly attributable to large deliveries of SATCOM-On-The-Move
systems in 2008, which did not reoccur to the same extent in 2009. This decrease was partially offset by the acquisition of
AMTI in March 2009.
34
Energy Services revenues increased $6,493, or 57.4%, from $11,321 last year to $17,814 this year. The increase in
Energy Services revenues was mainly attributable to the added revenue base provided from the acquisition of USE in
November 2008.
Cost of Products Sold. Cost of products sold decreased $62,508, or 31.6%, from $197,757 for the year ended
December 31, 2008 to $135,249 for the year ended December 31, 2009, primarily as a result of the decrease in revenues.
Consolidated cost of products sold as a percentage of total revenue increased from 77.6% for the twelve months ended
December 31, 2008 to 78.6% for the year ended December 31, 2009. Correspondingly, consolidated gross margins was
21.4% for the year ended December 31, 2009, compared with 22.4% for the year ended December 31, 2008, generally
attributable to the margin decrease in the Energy Services segment, offset by improvements in the Battery & Energy
Products and Communications Systems segments.
In our Battery & Energy Products segment, the cost of products sold decreased $3,444, from $79,938 in the year
ended December 31, 2008 to $76,494 in 2009. Battery & Energy Products gross margin for 2009 was $17,479, or 18.6%, an
increase of $2,208 from 2008’s gross margin of $15,271, or 16.0%. Battery & Energy Products gross margin and gross
margin as a percentage of revenues both increased for the year ended December 31, 2009, primarily as a result of
favorable product mix, as well as lower costs for material and component parts, in comparison to the year ended
December 31, 2008. Also, the approximate $750 restructuring charge that was recorded relating to the transition of our
U.K. operations from a manufacturing and distribution facility to a distribution and service center designed to enhance our
ability to serve our customers, including the U.K. Ministry of Defence, resulting in employee termination costs and
certain asset valuation adjustments in 2008, did not reoccur in 2009.
In our Communications Systems segment, the cost of products sold decreased $65,369, from $107,861 in 2008 to
$42,492 in 2009. Communications Systems gross margin for 2009 was $17,830, or 29.6%, a decrease of $22,479 from
2008’s gross margin of $40,309, or 27.2%. The increase in the gross margin percentage for Communications Systems
resulted from product mix and the recognition of a gain on litigation settlement totaling $1,256, in relation to the
settlement of an ongoing litigation with a vendor.
In our Energy Services segment, the cost of sales increased $6,305, from $9,958 for the year ended December 31,
2008, to $16,263 in 2009. Energy Services gross margin for 2009 was $1,551, or 8.7%, compared to 2008’s gross margin
of $1,363, or 12.0%. Gross margin in this particular segment was weaker than expected due to continued intense price
competition with component suppliers, relatively low margin jobs that carried over from 2008 into 2009, and ongoing
integration efforts related to the USE acquisition.
Operating Expenses. Total operating expenses increased $4,584, from $39,638 for the year ended December 31,
2008 to $44,222 for the year ended December 31, 2009. Overall, operating expenses as a percentage of sales increased to
25.7% in 2009 from 15.6% reported the prior year, due to the overall expense increase over a lower revenue base. In
response to this unfavorable change to the percentage of sales, we have consolidated some of our operations to lower the
fixed costs basis of our operations, performed an overall cost reduction analysis and tightened our cost controls, along
with deferring some of our discretionary spending. Amortization expense associated with intangible assets related to our
acquisitions was $1,683 for 2009 ($1,146 in selling, general and administrative expenses and $537 in research and
development costs), compared with $2,119 for 2008 ($1,486 in selling, general, and administrative expenses and $633 in
research and development costs). Research and development costs were $9,540 in 2009, an increase of $1,402, or 17.2%,
over the $8,138 reported in 2008, as we increased our investment on product development and design activity. Selling,
general, and administrative expenses increased $3,182, or 10.1%, to $34,682. This increase was comprised of costs related
to recently acquired companies, in addition to higher sales and marketing expenses related to development of new
territories for the standby power business and generally higher administrative costs.
Other Income (Expense). Other income (expense) totaled $(1,478) for the year ended December 31, 2009,
compared to $199 for the year ended December 31, 2008. Interest expense, net of interest income, increased $535, from
$930 for 2008 to $1,465 for 2009, mainly as a result of higher average borrowings under our revolving credit facility. In
2008, we recognized a gain of $313 on the early conversion of the $10,500 convertible notes held by the sellers of
McDowell, which related to an increase in the interest rate on the notes from 4.0% to 5.0% in October 2007.
Miscellaneous income/expense amounted to expense of $13 for 2009 compared with income of $816 for 2008. The income
in 2008 was primarily due to the recognition of $300 in grant revenue from the satisfaction of all the requirements from a
government grant in 2008 and the transactions impacted by changes in foreign currencies relative to the U.S. dollar.
Income Taxes. We reflected a tax provision of $391 for the twelve-month period ended December 31, 2009
compared with $3,879 in the same period of 2008. The 2008 tax provision included an approximate $3,100 non-cash
charge to record a deferred tax liability for liabilities generated from goodwill and certain intangible assets that cannot be
35
predicted to reverse for book purposes during our loss carryforward periods. Substantially all of this adjustment related to
book/tax differences that occurred during 2007 and were identified during the second quarter of 2008. In connection with
this adjustment, we reviewed the illustrative list of qualitative considerations provided in SEC Staff Accounting Bulletin
No. 99 and other qualitative factors in our determination that this adjustment was not material to the 2007 consolidated
financial statements.
The effective consolidated tax rate for the twelve-month periods ended December 31, 2009 and 2008 was:
Twelve-Month Periods Ended
December 31,
2009
2008
Income (Loss) before Incomes Taxes (a)
$ (8,840)
$ 17,504
Total Income Tax Provision (b)
$ 391
$ 3,879
Effective Tax Rate (b/a)
4.4%
22.2%
In 2009 and 2008, we continue to report a valuation allowance for our deferred tax assets that cannot be offset by
reversing temporary differences in the U.S., the U.K. and China arising from the conclusion that we would not be able to
utilize our U.S., U.K. and China NOL’s that had accumulated over time. The recognition of the valuation allowance on our
deferred tax asset resulted from our evaluation of all available evidence, both positive and negative. The assessment of the
realizability of the NOL’s was based on a number of factors including, our history of net operating losses, the volatility of
our earnings, our historical operating volatility, our historical ability to accurately forecast earnings for future periods and the
continued uncertainty of the general business climate as of the end of 2009. We concluded that these factors represent
sufficient negative evidence and have concluded that we should record a full valuation allowance under FASB’s guidance on
the accounting for income taxes. (See Notes 1 and 8 in the Notes to Consolidated Financial Statements for additional
information.) We continually assess the carrying value of this asset based on relevant accounting standards.
We have determined that a change in ownership, as defined under Internal Revenue Code Section 382, occurred in
2005 and 2006. As such, the domestic NOL carryforward will be subject to an annual limitation estimated to be in the range
of approximately $12,000 to $14,500. The unused portion of the annual limitation can be carried forward to subsequent
periods. Our ability to utilize NOL carryforwards due to the successive ownership changes is currently limited to a minimum
of approximately $12,000 annually, plus the carryover from unused portions of the annual limitations. We believe such
limitation will not impact our ability to realize the deferred tax asset.
In addition, certain of our 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 2009. However, this limitation did have an impact of $559 on income taxes determined for 2008. The use of
our U.K. NOL carryforwards may be limited due to the change in the U.K. operation during 2008 from a manufacturing
and assembly center to primarily a distribution and service center. For further discussion, see “Risk Factors” in Item 1A
of this annual report.
Net Income (Loss) Attributable to Ultralife. Net loss attributable to Ultralife and loss attributable to Ultralife
common shareholders per diluted share were $9,241 and $0.54, respectively, for the year ended December 31, 2009,
compared to net income attributable to Ultralife and earnings attributable to Ultralife common shareholders per diluted share
of $13,663 and $0.78, respectively, for the year ended December 31, 2008, primarily as a result of the reasons described
above. Average common shares outstanding used to compute diluted earnings per share decreased from 17,681 in 2008 to
16,989 in 2009, mainly due to the share repurchase program we initiated in the fourth quarter of 2008, offset by stock option
and warrant exercises, restricted stock grants, and potentially dilutive shares from unexercised options and convertible notes.
36
Adjusted EBITDA
In evaluating our business, we consider and use Adjusted EBITDA, a non-GAAP financial measure, as a
supplemental measure of our operating performance. We define Adjusted EBITDA as net income (loss) attributable to
Ultralife before net interest expense, provision (benefit) for income taxes, depreciation and amortization, plus/minus
expenses/income that we do not consider reflective of our ongoing operations. We use Adjusted EBITDA as a
supplemental measure to review and assess our operating performance and to enhance comparability between periods. We
also believe the use of Adjusted EBITDA facilitates investors’ use of operating performance comparisons from period to
period and company to company by backing out potential differences caused by variations in such items as capital
structures (affecting relative interest expense and stock-based compensation expense), the book amortization of intangible
assets (affecting relative amortization expense), the age and book value of facilities and equipment (affecting relative
depreciation expense) and other significant non-cash, non-operating expenses or income. We also present Adjusted
EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties as a
measure of financial performance. We reconcile Adjusted EBITDA to net income (loss) attributable to Ultralife, the most
comparable financial measure under U.S. generally accepted accounting principles (“U.S. GAAP”).
We use Adjusted EBITDA in our decision-making processes relating to the operation of our business together with
U.S. GAAP financial measures such as income (loss) from operations. We believe that Adjusted EBITDA permits a
comparative assessment of our operating performance, relative to our performance based on our U.S. GAAP results,
while isolating the effects of depreciation and amortization, which may vary from period to period without any correlation
to underlying operating performance, and of non-cash stock-based compensation, which is a non-cash expense that varies
widely among companies. We provide information relating to our Adjusted EBITDA so that securities analysts, investors
and other interested parties have the same data that we employ in assessing our overall operations. We believe that trends
in our Adjusted EBITDA are a valuable indicator of our operating performance on a consolidated basis and of our ability
to produce operating cash flows to fund working capital needs, to service debt obligations and to fund capital
expenditures.
The term Adjusted EBITDA is not defined under U.S. GAAP, and is not a measure of operating income, operating
performance or liquidity presented in accordance with U.S. GAAP. Our Adjusted EBITDA has limitations as an
analytical tool, and when assessing our operating performance, Adjusted EBITDA should not be considered in isolation,
or as a substitute for net income (loss) attributable to Ultralife or other consolidated statement of operations data prepared
in accordance with U.S. GAAP. Some of these limitations include, but are not limited to, the following:
• 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.
We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only
supplementally. Adjusted EBITDA is calculated as follows for the periods presented:
37
Years ended December 31,
2009
2008
2010
Net income (loss) attributable to Ultralife
Add: interest expense, net
Add (Less): income tax provision (benefit)
Add: depreciation expense
Add: amortization expense
Add: stock-based compensation expense
Add: impairment of goodwill and long-lived assets
Less: gain on debt conversion
$ (6,179)
1,169
(670)
3,922
1,428
1,077
13,793
-
$ (9,241)
1,465
391
4,044
1,683
1,330
-
-
$ 13,663
930
3,879
3,851
2,119
2,266
-
(313)
Adjusted EBITDA
$ 14,540
$ (328)
$ 26,395
Liquidity and Capital Resources
Cash Flows and General Business Matters
As of December 31, 2010, cash and cash equivalents totaled $4,641, a decrease of $1,453 from the beginning of the
year. During the twelve months ended December 31, 2010, we generated $10,909 of cash from operating activities as
compared to generating $2,032 of cash for the twelve months ended December 31, 2009. The cash from operating activities
provided in 2010 was mainly attributable to our pre-tax loss of $6,879, plus an addback of $6,427 for non-cash expenses of
depreciation, amortization and stock-based compensation and an impairment charge of goodwill and long-lived assets of
$13,793. Approximately $2,689 of cash was used for working capital due mainly to increases in accounts receivable, due to
timing of orders, and prepaid expenses and a decrease in accounts payable, offset by a decrease in inventories. For 2009, the
cash generated from operating activities of $2,032 was mainly attributable to a pre-tax loss of $8,840, plus an addback of
$7,057 for non-cash expenses of depreciation, amortization and stock-based compensation, and partially offset by a gain on
litigation settlement of $1,256. Approximately $3,106 of cash was used for working capital due mainly to a decrease in
inventories, offset by increases in accounts receivable due to timing of orders and a decrease in accounts payable.
We used $1,951 in cash for investing activities during 2010 compared with $8,801 in cash used for investing
activities in 2009. In 2010, we spent $1,815 to purchase plant, property and equipment, $464 was used to establish a
restricted cash fund in connection with our U.K. operations, and $137 was used in connection with the contingent
purchase price payout related to RPS Power Systems, Inc. (“RPS”). In addition, we received $465 in cash proceeds from
dispositions of property, plant and equipment. In 2009, we spent $2,035 to purchase plant, property and equipment, and
$6,766 was used in connection with the acquisition of AMTI, as well as contingent purchase price payouts related to
RedBlack and RPS.
During 2010, we used $10,629 in funds from financing activities compared to the generation of $10,761 in funds
in 2009. The financing activities in 2010 included outflows of $6,959 for repayments on the revolver portion of our
primary credit facilities and $3,725 for principal payments on debt and capital lease obligations, and an inflow of cash
from stock option exercises of $55. The financing activities in 2009 included inflows of $15,500 from drawdowns on the
revolver portion of our primary credit facility, $751 for proceeds from the issuance of debt, and $349 from stock option
and warrant exercises, partially offset by outflows of $2,519 for principal payments on term debt under our primary credit
facility and capital lease obligations and $3,326 for the purchase of treasury shares related to our share repurchase
program.
Although we booked a full reserve for our deferred tax asset during the fourth quarter of 2006 and continued to
carry this reserve as of December 31, 2009 and 2010, we continue to have significant U.S. NOL’s available to us to utilize
as an offset to taxable income. As of December 31, 2010, none of our U.S. NOL’s have expired. During 2008, we
utilized $27,682 of our U.S. NOL carryforwards such that over the next five years, there are no scheduled expirations of
our U.S. NOL’s. (See Note 8 in the Notes to the Consolidated Financial Statements for additional information.)
Inventory turnover for the year ended December 31, 2010 averaged 3.4 turns compared to 2.7 turns for 2009. The
increase in this metric is mainly due to our conscious efforts to more closely align our inventory purchases with our orders.
Our Days Sales Outstanding (DSOs) was an average of 62 days for 2010, a decrease from the 2009 average of 69 days,
mainly due to our greater overall focus on asset management.
38
Our order backlog at December 31, 2010 was approximately $42,737. The majority of the backlog was related to
orders that are expected to ship throughout 2011.
As of December 31, 2010, we had made commitments to purchase approximately $275 of production machinery
and equipment, which we expect to fund through operating cash flows or the use of debt.
Potential Commitments
We had certain “exigent”, non-bid contracts with the U.S. government, which were subject to audit and final price
adjustment, which resulted in decreased margins compared with the original terms of the contracts. As of December 31,
2010, 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. We have reviewed these audit reports, have submitted our response to these audits and believe, 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 we believe that potential exposure exists relating to any final
negotiation of these proposed adjustments, we cannot reasonably estimate what, if any, adjustment may result when
finalized. In addition, in June 2007, we received a request from the Office of Inspector General of the Department of
Defense (“DoD IG”) seeking certain information and documents relating to our business with the Department of Defense.
We continue to cooperate with the DCAA audit and DoD IG inquiry by making available to government auditors and
investigators our personnel and furnishing the requested information and documents. The DCAA Audit and DoD IG
inquiry have now been consolidated and the US Attorney’s Office is representing the government in connection with
these matters. We recently received a settlement proposal from the US Attorney which was based on the non-acceptance
of various positions submitted by us in discussions and exchanges related to these matters. We are now reviewing the
settlement proposal for purposes of preparing our response. At this time we have no basis for quantifying any penalties or
liabilities we might face on account of the DCAA Audit and DoD IG inquiry. The aforementioned DCAA-related
adjustments could reduce margins and, along with the aforementioned DOD IG inquiry, could have an adverse effect on our
business, financial condition and results of operations.
From August 2002 through August 2006, we participated in a self-insured trust to manage our workers’
compensation activity for our employees in New York State. All members of this trust had, by design, joint and several
liability during the time they participated in the trust. In August 2006, we left the self-insured trust and have obtained
alternative coverage for our workers’ compensation program through a third-party insurer. In the third quarter of 2006, we
confirmed that the trust was in an underfunded position (i.e. the assets of the trust were insufficient to cover the
actuarially projected liabilities associated with the members in the trust). In the third quarter of 2006, we recorded a
liability and an associated expense of $350 as an estimate of our potential future cost related to the trust’s underfunded
status based on our estimated level of participation. On April 28, 2008, we, along with all other members of the trust,
were served by the State of New York Workers’ Compensation Board (“Compensation Board”) with a Summons with
Notice that was filed in Albany County Supreme Court, wherein the Compensation Board put all members of the trust on
notice that it would be seeking approximately $1,000 in previously billed and unpaid assessments and further assessments
estimated to be not less than $25,000 arising from the accumulated estimated under-funding of the trust. The Summons
with Notice did not contain a complaint or a specified demand. We timely filed a Notice of Appearance in response to the
Summons with Notice. On June 16, 2008, we were served with a Verified Complaint. Subject to the results of a deficit
reconstruction that was pending, the Verified Complaint estimated that the trust was underfunded by $9,700 during the
period of December 1, 1997 – November 30, 2003 and an additional $19,400 for the period December 1, 2003 – August
31, 2006. The Verified Complaint estimated our pro-rata share of the liability for the period of December 1, 1997 –
November 30, 2003 to be $195. The Verified Complaint did not contain a pro-rata share liability estimate for the period
of December 1, 2003-August 31, 2006. Further, the Verified Complaint stated that all estimates of the underfunded status
of the trust and the pro-rata share liability for the period of December 1, 1997-November 30, 2003 were subject to
adjustment based on a forensic audit of the trust that was being conducted on behalf of the Compensation Board by a
third-party audit firm. We timely filed our Verified Answer with Affirmative Defenses on July 24, 2008. In November
2009, the New York Attorney General’s office presented the results of the deficit reconstruction of the trust. As a result
of the deficit reconstruction, the State of New York has determined that the trust was underfunded by $19,100 instead of
$29,100 during the period December 1, 1997 to August 31, 2006. Our pro-rata share of the liability was determined to be
$452. The Attorney General’s office has proposed a settlement by which we may avoid joint and several liability in
exchange for settlement payment of $520. Under the terms of the settlement agreement, we can satisfy our obligations by
either paying (i) a lump sum of $468, representing a 10% discount, (ii) paying the entire amount in twelve monthly
39
installments of $43 commencing the month following execution of the settlement agreement, or (iii) paying the entire
amount in monthly installments over a period of up to five years, with interest of 6.0, 6.5, 7.0, and 7.5% for the two,
three, four and five year periods, respectively. We elected the twelve monthly installments option and on May 3, 2010,
we received written notice from the Attorney General’s office that the Compensation Board had decided to proceed with
the settlement, as proposed, and that payments would commence in June 2010. As of December 31, 2010, our reserve is
$217 to account for the remaining five monthly installments of the $520 settlement amount.
In connection with our acquisition of Stationary Power on November 16, 2007, the purchase agreement specified an
adjustment mechanism based upon Stationary Power’s closing date net worth balance relative to a previously-agreed amount
of $500. The final net value of the “Net Worth”, under the stock purchase agreement, was $339, resulting in a revised
initial purchase price of $9,839. In addition, there is a contingent payout of up to 100,000 shares of our common stock to be
earned upon the achievement of certain post-acquisition annual sales milestones through the measurement period ended
December 31, 2012. Through the year ended December 31, 2010, we have issued no shares of our common stock relating
to this contingent consideration.
In connection with our acquisition of RPS on November 16, 2007, on the achievement of certain post-acquisition
sales milestones, we will pay the previous owners of RPS, in cash, 5% of sales up to the sales in the operating plan, and
10% of sales that exceed the sales in the operating plan, for the remainder of the calendar year 2007 and for calendar
years 2008, 2009 and 2010. The additional contingent cash consideration is payable in annual installments, and excludes
sales made to Stationary Power, which historically have comprised substantially all of RPS’s sales. During 2009, we
made cash payments of $49 for contingent consideration earned through the year ended December 31, 2008. During
2010, we made cash payments of $137 for contingent consideration earned through the year ended December 31, 2009.
For the year ended December 31, 2010, we have recorded an additional $68 in contingent cash consideration.
In connection with our acquisition of USE on November 10, 2008, there was a contingent payout of up to 200,000
shares of our unregistered common stock to be earned upon the achievement of certain post-acquisition revenue milestones.
On April 27, 2010, we entered into Amendment No. 2 to the USE asset purchase agreement. Under the terms of
Amendment No. 2, we agreed to issue an aggregate of 200,000 shares of our unregistered common stock, valued at
approximately $858, in full satisfaction of our outstanding obligations under the USE asset purchase agreement. We
elected to enter into Amendment No. 2 because our consolidation plan and the reorganization of our reporting units
involved reorganizing the operations of the business purchased in the USE asset purchase agreement. The post-
acquisition revenue milestones in the USE asset purchase agreement did not support our current consolidation and
reorganization plans and it was determined that it would be in our best interests to satisfy our obligations under the USE
asset purchase agreement. Amendment No. 2 did not change our original assessment that the contingent payout of shares
of common stock was related to the acquisition of the assets of USE. Accordingly, we reflected the payment as additional
purchase price. Our evaluation in the fourth quarter of 2010, with new information available at that time and based on the
overall operations of the standby power business, resulted in the impairment charges previously discussed and included
the contingent consideration related to Amendment No. 2. (See Note 2 in the Notes to Consolidated Financial Statements
for additional information.)
Debt and Lease Commitments
At December 31, 2010, we had outstanding capital lease obligations of $364.
On February 17, 2010, we entered into a new senior secured asset based revolving credit facility (“Credit
Facility”) of up to $35,000 with RBS Business Capital, a division of RBS Asset Finance, Inc. (“RBS”). The proceeds
from the Credit Facility can be used for general working capital purposes, general corporate purposes, and letter of credit
foreign exchange support. The Credit Facility has a maturity date of February 17, 2013 (“Maturity Date”). The Credit
Facility is secured by substantially all of our assets. At closing, we paid RBS a facility fee of $263.
On February 18, 2010, we drew down $9,870 from the Credit Facility to repay all outstanding amounts due
under the Amended and Restated Credit Agreement with JP Morgan Chase Bank, N.A. and Manufacturers and Traders
Trust Company, with JP Morgan Chase Bank acting as the administrative agent. Our available borrowing under the
Credit Facility fluctuates from time to time based upon amounts of eligible accounts receivable and eligible inventory.
Available borrowings under the Credit Facility equals the lesser of (1) $35,000 or (2) 85% of eligible accounts receivable
plus the lesser of (a) up to 70% of the book value of our eligible inventory or (b) 85% of the appraised net orderly
liquidation value of our eligible inventory. The borrowing base under the Credit Facility is further reduced by (1) the face
amount of any letters of credit outstanding, (2) any liabilities of ours under hedging contracts with RBS and (3) the value
of any reserves as deemed appropriate by RBS. We are required to have at least $3,000 available under the Credit
Facility at all times.
40
At December 31, 2010, interest currently accrues on outstanding indebtedness under the Credit Facility at
LIBOR plus 4.50%. We have the ability, in certain circumstances, to fix the interest rate for up to 90 days from the date
of borrowing. Upon delivery of our audited financial statements for the fiscal year ended December 31, 2010 to RBS, and
assuming no events of default exist at such time, the rate of interest under the Credit Facility can fluctuate based on the
available borrowings remaining under the Credit Facility as set forth in the following table:
Excess Availability
Greater than $10,000
LIBOR Rate Plus
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%
On January 19, 2011, we entered in a First Amendment to Credit Agreement (“First Amendment”) with RBS.
The First Amendment amended the Credit Facility as follows:
(i) Eligible accounts receivable under the Credit Facility (for the determination of available borrowings) now
include foreign (non-U.S.) accounts subject to credit insurance payable to RBS (formerly, such accounts
were not eligible without arranging letter of credit facilities satisfactory to RBS).
(ii) Decreased the interest rate that will accrue on outstanding indebtedness, as set forth in the following table:
Excess Availability
Greater than $10,000
LIBOR Rate Plus
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%
In addition to paying interest on the outstanding principal under the Credit Facility, we are required to pay an
unused line fee of 0.50% on the unused portion of the $35,000 Credit Facility. We must also pay customary letter of
credit fees equal to the LIBOR rate and the applicable margin and any other customary fees or expenses of the issuing
bank. Interest that accrues under the Credit Facility is to be paid monthly with all outstanding principal, interest and
applicable fees due on the Maturity Date.
We are required to maintain a fixed coverage ratio of 1.20 to 1.00 or greater at all times as of and after March 28,
2010. As of December 31, 2010, our fixed charge ratio was 2.28 to 1.00. Accordingly, we were in compliance with the
financial covenants of the Credit Facility. All borrowings under the Credit Facility are subject to the satisfaction of
customary conditions, including the absence of an event of default and accuracy of our representations and
warranties. The Credit Facility also includes customary representations and warranties, affirmative covenants and events
of default. If an event default occurs, RBS would be entitled to take various actions, including accelerating the amount
due under the Credit Facility, and all actions permitted to be taken by a secured creditor.
As of December 31, 2010, we had $8,541 outstanding under the Credit Facility. At December 31, 2010, the interest
rate on the asset based revolver component of the Credit Facility was 4.77%. As of December 31, 2010, the revolver
arrangement provided for up to $35,000 of borrowing capacity, including outstanding letters of credit. At December 31,
2010, we had $-0- of outstanding letters of credit related to this facility. Based on the levels of collateral allowable under the
agreement, our available borrowing base was $15,332 at December 31, 2010.
See Note 5 in the Notes to Consolidated Financial Statements for additional information.
41
Equity Transactions
In October 2008, the Board of Directors authorized a share repurchase program of up to $10,000 to be
implemented over the course of a six-month period. Repurchases were made from time to time at management’s
discretion, either in the open market or through privately negotiated transactions. The repurchases were made in
compliance with Securities and Exchange Commission guidelines and were subject to market conditions, applicable legal
requirements, and other factors. We have no obligation under the program to repurchase shares and the program could
have been suspended or discontinued at any time without prior notice. We funded the purchase price for shares acquired
primarily with current cash on hand and cash generated from operations, in addition to borrowing from our credit facility,
as necessary. We spent $5,141 to repurchase 628,413 shares of common stock, at an average price of approximately
$8.15 per share, under this share repurchase program. During the first quarter of 2009, we repurchased 416,305 shares of
common stock at an average price of approximately $7.99 per share, under this share repurchase program; all other share
repurchases were made in the fourth quarter of 2008. In April 2009, this share repurchase program expired.
In some of our recent acquisitions, we utilized securities as consideration in these transactions in part to reduce the
need to draw on the liquidity provided by our cash and cash equivalents and revolving credit facility.
See Note 7 in the Notes to Consolidated Financial Statements for additional information.
Other Matters
We continually explore various sources of liquidity to ensure financing flexibility, including leasing alternatives,
issuing new or refinancing existing debt, and raising equity through private or public offerings. Although we stay abreast of
such financing alternatives, we believe we have the ability during the next 12 months to finance our operations primarily
through internally generated funds or through the use of additional financing that currently is available to us. In the event
that we are unable to finance our operations with the internally generated funds or through the use of additional financing
that currently is available to us, we may need to seek additional credit or access capital markets for additional funds. We can
provide no assurance, given the current state of credit markets, that we would be successful in this regard, especially in light
of our recent operating performance.
If we are unable to achieve our plans or unforeseen events occur, we may need to implement alternative plans in
addition to plans that we have already initiated. While we believe we can complete our 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 we
would be successful in our implementation of such plans.
As described in Part I, Item 3, “Legal Proceedings” of this report, we are involved in certain environmental matters
with respect to our facility in Newark, New York. Although we have reserved for expenses related to this potential
exposure, there can be no assurance that such reserve will be adequate. The ultimate resolution of this matter may have a
significant adverse impact on the results of operations in the period in which it is resolved.
With respect to our battery products, we typically offer warranties against any defects due to product
malfunction or workmanship for a period up to one year from the date of purchase. With respect to our communications
accessory products, we typically offer a four-year warranty. We also offer a 10-year warranty on our 9-volt batteries that
are used in ionization-type smoke detector applications. We provide for a reserve for these potential warranty expenses,
which is based on an analysis of historical warranty issues. There is no assurance that future warranty claims will be
consistent with past history, and in the event we experience a significant increase in warranty claims, there is no assurance
that our reserves would be sufficient. This could have a material adverse effect on our business, financial condition and
results of operations.
42
Contractual Obligations
Contractual Obligations:
Long-Term Debt Obligations
Expected Interest Payments
Capital Lease Obligations
Operating Lease Obligations
Purchase Obligations
Total
Total
$ 8,604
857
364
3,558
28,141
$ 41,524
Payments due by period
Less than
1 year
$ 8,594
463
123
1,347
28.141
$ 38,668
1-3
years
$ 10
394
241
1,344
-
$ 1,989
3-5
years
$ -
-
-
867
-
$ 867
More than
5 years
$ -
-
-
-
-
$ -
Expected interest payments are calculated assuming a 4.77% annual rate on the outstanding revolver balance, plus
associated fees related to our credit facility; and the applicable annual interest rates ranging from 0.00% to 7.45% for various
notes payable for equipment and vehicles. Purchase obligations consist of commitments for property, plant and equipment,
open purchase orders for materials and supplies, and other general commitments for various service contracts.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The above discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in
the U.S. The preparation of these financial statements requires management to make estimates and assumptions that affect
amounts reported therein. The estimates and assumptions that require management’s most difficult, subjective or complex
judgments are described below.
Revenue recognition:
Product Sales – In general, revenues from the sale of products are recognized when products are shipped. When
products are shipped with terms that require transfer of title upon delivery at a customer’s location, revenues are
recognized on date of delivery. A provision is made at the time the revenue is recognized for warranty costs
expected to be incurred. Customers, including distributors, do not have a general right of return on products
shipped.
Service Contracts – Revenue from the sale of installation services is recognized upon customer acceptance, generally
the date of installation. Revenue from fixed price engineering contracts is recognized on a proportional method,
measured by the percentage of actual costs incurred to total estimated costs to complete the contract. Revenue
from time and material engineering contracts is recognized as work progresses through monthly billings of time
and materials as they are applied to the work pursuant to the terms in the respective contract. Revenue from
customer maintenance agreements is recognized using the straight-line method over the term of the related
agreements, which range from six months to three years.
Technology Contracts – We recognize revenue using the proportional method, measured by the percentage of
actual costs incurred to date to the total estimated costs to complete the contract. Elements of cost include direct
material, labor and overhead. If a loss on a contract is estimated, the full amount of the loss is recognized
immediately. We allocate costs to all technology contracts based upon actual costs incurred including an allocation
of certain research and development costs incurred.
Deferred Revenue - For each source of revenues, we defer recognition if: i) evidence of an agreement does not
exist, ii) delivery or service has not occurred, iii) the selling price is not fixed or determinable, or iv)
collectability is not reasonably assured.
Valuation of Inventory:
Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out (FIFO)
method. Our inventory includes raw materials, work in process and finished goods. We record provisions for
excess, obsolete or slow moving inventory based on changes in customer demand, technology developments or
other economic factors. The factors that contribute to inventory valuation risks are our purchasing practices,
material and product obsolescence, accuracy of sales and production forecasts, introduction of new products,
43
product lifecycles, product support and foreign regulations governing hazardous materials (see Item 1A – Risk
Factors for further information on foreign regulations). We manage our exposure to inventory valuation risks by
maintaining safety stocks, minimum purchase lots, managing product end-of-life issues brought on by aging
components or new product introductions, and by utilizing certain inventory minimization strategies such as
vendor-managed inventories. We believe that the accounting estimate related to valuation of inventories is a
"critical accounting estimate" because it is susceptible to changes from period-to-period due to the requirement for
management to make estimates relative to each of the underlying factors ranging from purchasing, to sales, to
production, to after-sale support. If actual demand, market conditions or product lifecycles are adversely different
from those estimated by management, inventory adjustments to lower market values would result in a reduction to
the carrying value of inventory, an increase in inventory write-offs and a decrease to gross margins.
Warranties:
We maintain provisions related to normal warranty claims by customers. We evaluate these reserves quarterly
based on actual experience with warranty claims to date and our assessment of additional claims in the future. There
is no assurance that future warranty claims will be consistent with past history, and in the event we experience a
significant increase in warranty claims, there is no assurance that our reserves would be sufficient.
Impairment of Long-Lived Assets:
We regularly assess all of our long-lived assets for impairment when events or circumstances indicate their carrying
amounts may not be recoverable. This is accomplished by comparing the expected undiscounted future cash flows
of the assets with the respective carrying amount as of the date of assessment. Should aggregate future cash flows
be less than the carrying value, a write-down would be required, measured as the difference between the carrying
value and the fair value of the asset. Fair value is estimated either through the assistance of an independent
valuation or as the present value of expected discounted future cash flows. The discount rate used by us in our
evaluation approximates our weighted average cost of capital. If the expected undiscounted future cash flows
exceed the respective carrying amount as of the date of assessment, no impairment is recognized.
Environmental Issues:
Environmental expenditures that relate to current operations are expensed or capitalized, as appropriate, in
accordance with FASB’s guidance on environmental remediation liabilities. Remediation costs that relate to an
existing condition caused by past operations are accrued when it is probable that these costs will be incurred and
can be reasonably estimated.
Goodwill and Other Intangible Assets:
In accordance with the revised FASB guidance for business combinations, the purchase price paid to effect an
acquisition is allocated to the acquired tangible and intangible assets and liabilities at fair value. In accordance with
FASB’s guidance for the accounting of goodwill and other intangible assets, we do not amortize goodwill and
intangible assets with indefinite lives, but instead measure these assets for impairment at least annually, or when
events indicate that impairment exists. We amortize intangible assets that have definite lives so that the
economic benefits of the intangible assets are being utilized over their weighted-average estimated useful life.
The impairment test for goodwill consists of a comparison of the fair value of the goodwill with the carrying
amount of the reporting unit to which it is assigned. If the fair value of a reporting unit exceeds its carrying
amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit
exceeds its fair value, a second step of the goodwill impairment test shall be performed to measure the amount of
impairment loss, if any. The impairment test for intangible assets with indefinite lives consists of a comparison
of the fair value of the intangible assets with their carrying amounts. If the intangible assets exceeds their fair
value, an impairment loss shall be recognized in an amount equal to that excess. We determine the fair value of
the reporting unit for goodwill impairment testing based on a discounted cash flow model. We determine the fair
value of our intangibles assets with indefinite lives (trademarks) through the relief from a royalty income
valuation approach.
We conduct our annual impairment analysis for goodwill and intangible assets with indefinite lives in October of
each fiscal year. For 2010, we have identified six goodwill reporting units for testing, and based on our results of
the Step 1 testing, we needed to conduct Step 2 testing for the standby power business reporting unit. Based on our
results of the Step 2 testing, we concluded that we have a full impairment of goodwill in connection with the
standby power business reporting unit. For 2010, we have identified four trademarks for testing, and based on our
results of the testing, we have a full impairment of the trademark in connection with the standby power business.
(See Note 3 in the Notes to Consolidated Financial Statements for additional information of impairment charges.)
There were no other impairments of goodwill and intangible assets with indefinite lives for 2010. However, due to
44
the narrow margin of passing the Step 1 goodwill impairment testing for 2010 in the RedBlack reporting unit, there
is potential for a partial or full impairment of the goodwill value in 2011 if the projected operational results are not
achieved. One of the key assumptions for achieving the projected operational results includes significant revenue
growth. As of December 31, 2010, the RedBlack reporting unit had a goodwill carrying value of $2,025.
Stock-Based Compensation:
We follow the provisions of FASB’s guidance on share-based payments, which requires 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 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). We calculate expected volatility for stock options
by taking an average of historical volatility over the past five years and a computation of implied volatility. A
blended volatility factor was deemed to be more appropriate as we believe that implied volatility, a forward-
looking measure, provides a more market-driven valuation related to investors’ expectations of the volatility of
our business, and provides a balance against focusing only on a historical measure. 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.
Income Taxes:
We apply FASB’s guidance in accounting for income taxes. Under this method, deferred tax assets and liabilities
are determined based on differences between financial reporting and tax basis 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.
In 2010, 2009 and 2008, we continued to report a valuation allowance for our deferred tax assets that cannot be
offset by reversing temporary differences in the U.S., the U.K. and China arising from the conclusion that we would
not be able to utilize our U.S., U.K. and China NOL’s that had accumulated over time. The recognition of the
valuation allowance on our deferred tax asset resulted from our evaluation of all available evidence, both positive
and negative. The assessment of the realizability of the NOL’s was based on a number of factors including, our
history of net operating losses, the volatility of our earnings, our historical operating volatility, our historical ability
to accurately forecast earnings for future periods and the continued uncertainty of the general business climate as of
the end of 2010. We concluded that these factors represent sufficient negative evidence and have concluded that
we should record a full valuation allowance under FASB’s guidance on the accounting for income taxes. We
continually assess the carrying value of this asset based on relevant accounting standards.
Recent Accounting Pronouncements
In December 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-29, “Business
Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations - a
consensus of the FASB Emerging Issues Task Force (“EITF”)”. ASU No. 2010-29 amends accounting guidance
concerning disclosure of supplemental pro forma information for business combinations. If an entity presents
comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the
business combination that occurred in the current year had occurred as of the beginning of the comparable prior annual
reporting period only. The accounting guidance also requires additional disclosures to describe the nature and amount of
material, nonrecurring pro forma adjustments. ASU No. 2010-29 is effective for fiscal years beginning on or after
December 15, 2010 and will apply prospectively to business combinations completed on or after that date. We do not
expect the adoption of this pronouncement to have a significant impact on our financial statements. The future impact of
adopting this pronouncement will depend on the future business combinations that we may pursue.
In December 2010, the FASB issued ASU No. 2010-28, “Intangibles – Goodwill and Other (Topic 350): When
to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”. ASU
No. 2010-28 modifies Step 1 of the goodwill impairment test so that for those reporting units with zero or negative
carrying amounts, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not
based on an assessment of qualitative indicators that a goodwill impairment exists. In determining whether it is more
likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors
indicating that an impairment may exist. ASU No. 2010-28 will be effective for annual and interim reporting periods
beginning after December 15, 2010, and any impairment identified at the time of adoption will be recognized as a
cumulative-effect adjustment to beginning retained earnings. We do not expect the adoption of this pronouncement to
have a significant impact on our financial statements.
45
In April 2010, the FASB issued ASU No. 2010-17, “Revenue Recognition - Milestone Method (Topic 605):
Milestone Method of Revenue Recognition - a consensus of the FASB EITF”. ASU No. 2010-17 is limited to research or
development arrangements and requires that this ASU be met for an entity to apply the milestone method (record the
milestone payment in its entirety in the period received) of recognizing revenue. However, the FASB clarified that, even
if the requirements in this ASU are met, entities would not be precluded from making an accounting policy election to
apply another appropriate policy that results in the deferral of some portion of the arrangement consideration. The
guidance in this ASU will apply to milestones in both single-deliverable and multiple-deliverable arrangements involving
research or development transactions. ASU No. 2010-17 will be effective prospectively for milestones achieved in fiscal
years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. We are
currently evaluating the impact that ASU No. 2010-17 will have on our financial statements.
In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable
Revenue Arrangements - a consensus of the FASB EITF”. ASU No. 2009-13 eliminates the residual method of
accounting for revenue on undelivered products and instead, requires companies to allocate revenue to each of the
deliverable products based on their relative selling price. In addition, this ASU expands the disclosure requirements
surrounding multiple-deliverable arrangements. ASU No. 2009-13 will be effective for revenue arrangements entered
into for fiscal years beginning on or after June 15, 2010. We are currently evaluating the impact that ASU No. 2009-13
will have on our financial statements.
In June 2009, the FASB issued amended guidance for the accounting for transfers of financial assets. The
amended guidance removes the concept of a qualifying special-purpose entity. The amended guidance is effective for
financial statements issued for fiscal years and interim periods beginning after November 15, 2009. Earlier application is
prohibited. The adoption of this pronouncement did not have a significant impact on our financial statements.
In June 2009, the FASB issued amended guidance for the accounting for variable interest entities. The
amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who
should consolidate a variable-interest entity. The amended guidance is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2009. Earlier adoption is prohibited. The adoption of this
pronouncement did not have a significant impact on our financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(Dollars in thousands)
We are exposed to various market risks in the normal course of business, primarily interest rate risk and foreign
currency risk. Our primary interest rate risk is derived from our outstanding variable-rate debt obligation. In connection
with our credit facility with RBS, at December 31, 2010, the interest rate is variable based on LIBOR plus 4.50%. The
impact of a one percentage point change in the interest rate associated with the RBS credit facility would not have a material
impact on our interest expense.
We are subject to foreign currency risk, due to fluctuations in currencies relative to the U.S. dollar. In the year
ended December 31, 2010, approximately 88.5% of our sales were denominated in U.S. dollars. The remainder of our sales
was denominated in U.K. pounds sterling, euros, Australian dollars, Canadian dollars, Indian rupee and Chinese yuan
renminbi. A 10% change in the value of the pound sterling, the euro, Australian dollar, Canadian dollar, the rupee or the
yuan renminbi to the U.S. dollar would have impacted our revenues in that period by approximately 1.1%. We monitor the
relationship between the U.S. dollar and other currencies on a continuous basis and adjust sales prices for products and
services sold in these foreign currencies as appropriate to safeguard against the fluctuations in the currency relative to the
U.S. dollar.
We maintain manufacturing operations in North America, Europe and Asia, and export products internationally.
We purchase materials and sell our products in foreign currencies, and therefore currency fluctuations may impact our
pricing of products sold and materials purchased. In addition, our foreign subsidiaries maintain their books in local currency,
which is translated into U.S. dollars for our consolidated financial statements.
46
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and schedules listed in Item 15(a)(1) and (2) are included in this Report beginning on page
49.
Report of Independent Registered Public Accounting Firm,
BDO USA, LLP
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2010 and 2009
Consolidated Statements of Operations for the years ended December 31, 2010,
2009 and 2008
Consolidated Statements of Changes in Shareholders' Equity and Accumulated Other
Comprehensive Income (Loss) for the years ended December 31, 2010,
2009 and 2008
Consolidated Statements of Cash Flows for the years ended December 31, 2010,
2009 and 2008
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts
Page
48
49
50
51
52
53
91
47
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Ultralife Corporation
Newark, New York
We have audited the accompanying consolidated balance sheets of Ultralife Corporation as of December 31, 2010 and
2009 and the related consolidated statements of operations, changes in shareholders’ equity and accumulated other
comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2010. In
connection with our audits of the financial statements, we have also audited the financial statement schedule listed in the
accompanying index. These financial statements and schedule are the responsibility of Ultralife Corporation’s
management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements and schedule, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Ultralife Corporation at December 31, 2010 and 2009, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally
accepted in the United States of America.
Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Ultralife Corporation's internal control over financial reporting as of December 31, 2010, based on criteria
established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) and our report dated March 15, 2011 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Troy, Michigan
March 15, 2011
48
ULTRALIFE CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
Trade accounts receivable, net of allowance for
doubtful accounts of $490 and $1,024, respectively
Inventories
Deferred tax asset - current
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Other assets:
Goodwill
Intangible assets, net
Security deposits
Total Assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of debt and capital lease obligations
Accounts payable
Income taxes payable
Accrued compensation
Accrued vacation
Deferred revenue
Other current liabilities
Total current liabilities
Long-term liabilities:
Debt and capital lease obligations
Deferred tax liability
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies (Note 6)
Shareholders' equity:
Ultralfe 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 - 18,639,683 and 18,384,916, respectively
Capital in excess of par value
Accumulated other comprehensive income (loss)
Accumulated deficit
Less --Treasury stock, at cost - 1,371,900 and 1,358,507 shares outstanding, respectively
Total Ultralife equity
Noncontrolling interest
Total shareholders' equity
December 31,
2010
2009
$
4,641
464
$
6,094
-
34,270
33,122
208
2,949
75,654
14,485
18,276
6,150
270
24,696
32,449
35,503
288
1,624
75,958
16,648
25,436
13,064
60
38,560
$
114,835
$
131,166
$
8,717
16,409
54
1,701
681
2,887
5,896
36,345
$
19,082
19,177
28
1,526
704
3,343
4,274
48,134
251
3,906
538
4,695
267
4,100
551
4,918
-
-
1,865
171,020
(1,262)
(90,200)
81,423
7,652
73,771
24
73,795
1,831
169,064
(1,256)
(84,021)
85,618
7,558
78,060
54
78,114
Total Liabilities and Shareholders' Equity
$
114,835
$
131,166
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
49
ULTRALIFE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
2010
Years Ended December 31,
2009
2008
$
178,577
132,008
$
172,109
135,249
$
254,700
197,757
46,569
36,860
56,943
Revenues
Cost of products sold
Gross margin
Operating expenses:
Research and development (including $471, $537 and $633 of
amortization of intangible assets, respectively)
Selling, general, and administrative (including $957, $1,146 and $1,486 of
amortization of intangible assets, respectively)
Impairment of goodwill and long-lived assets
Total operating expenses
8,817
29,840
13,793
52,450
9,540
34,682
-
44,222
Operating income (loss)
(5,881)
(7,362)
Other income (expense):
Interest income
Interest expense
Gain on insurance settlement
Gain on debt conversion
Miscellaneous
Income (loss) before income taxes
Income tax provision (benefit) - current
Income tax provision (benefit) - deferred
Total income taxes provision (benefit)
Net income (loss)
Net (income) loss attributable to noncontrolling interest
2
(1,171)
-
-
171
(6,879)
(555)
(115)
(670)
(6,209)
30
27
(1,492)
-
-
(13)
(8,840)
31
360
391
(9,231)
(10)
8,138
31,500
-
39,638
17,305
37
(967)
39
313
777
17,504
582
3,297
3,879
13,625
38
Net income (loss) attributable to Ultralife
$
(6,179)
$
(9,241)
$
13,663
Net income (loss) attributable to Ultralife common shares - basic
$
(0.36)
$
(0.54)
$
0.79
Net income (loss) attributable to Ultralife common shares - diluted
$
(0.36)
$
(0.54)
$
0.78
Weighted average shares outstanding - basic
Weighted average shares outstanding - diluted
17,157
17,157
16,989
16,989
17,230
17,681
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
50
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T
ULTRALIFE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
OPERATING ACTIVITIES
Net income (loss)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization of financing fees
Amortization of intangible assets
(Gain) loss on long-lived asset disposal and write-offs
Gain on insurance settlement
Foreign exchange (gain) loss
Gain on debt conversion
Gain on litigation settlement
Impairment of goodwill and long-lived assets
Non-cash stock-based compensation
Changes in deferred income taxes
Provision for loss on accounts receivable
Provision for inventory obsolescence
Provision for warranty charges
Provision for workers' compenstion obligation
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Insurance receivable relating to fires
Income taxes payable
Accounts payable and other liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES
Purchase of property and equipment
Proceeds from asset disposal
Change in restricted cash
Payment for acquired companies, net of cash acquired
Net cash used in investing activities
FINANCING ACTIVITIES
Net change in revolving credit facilities
Proceeds from issuance of common stock
Proceeds from issuance of debt
Principal payments on debt and capital lease obligations
Purchase of treasury stock
Short-swing profit recovery
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period
2010
Year Ended December 31,
2009
2008
$
(6,209)
$
(9,231)
$
13,625
3,922
1,428
(232)
-
(124)
-
-
13,793
1,077
(115)
(216)
387
542
(303)
(1,588)
1,980
(1,684)
-
26
(1,775)
10,909
(1,815)
465
(464)
(137)
(1,951)
(6,959)
55
-
(3,725)
-
-
(10,629)
218
(1,453)
6,094
4,044
1,683
79
-
49
-
(1,256)
-
1,330
360
188
1,123
387
170
(1,721)
6,596
93
-
(554)
(1,308)
2,032
(2,035)
-
-
(6,766)
(8,801)
15,500
349
751
(2,519)
(3,326)
6
10,761
224
4,216
1,878
3,851
2,119
204
(39)
(399)
(313)
-
-
2,266
3,297
1,086
2,850
1,010
-
(5,507)
(9,170)
2,530
202
582
864
19,058
(3,787)
-
-
(3,171)
(6,958)
(11,204)
2,526
-
(2,230)
(1,815)
-
(12,723)
256
(367)
2,245
Cash and cash equivalents at end of period
$
4,641
$
6,094
$
1,878
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest
Cash paid for income taxes
Noncash investing and financing activities:
Issuance of common stock for acquired companies
$
845
$
1,289
$
934
$
1
$
605
$
-
$
858
$
-
$
-
Purchase of property and equipment via capital lease payable
$
303
$
102
$
98
Conversion of convertible notes into shares of common stock
$
-
$
-
$
10,500
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
52
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Per Share Amounts)
Note 1 - Summary of Operations and Significant Accounting Policies
a.
Description of Business
We offer products and services ranging from portable and standby power solutions to communications and
electronics systems. Through our engineering and collaborative approach to problem solving, we serve government,
defense and commercial customers across the globe. We design, manufacture, install and maintain power and
communications systems
rechargeable and non-rechargeable batteries, standby power systems,
communications and electronics systems and accessories, and custom engineered systems, solutions and services. We sell
our products worldwide through a variety of trade channels, including original equipment manufacturers (“OEMs”),
industrial and retail distributors, national retailers and directly to U.S. and international defense departments.
including:
b.
Principles of Consolidation
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in
the United States and include the accounts of Ultralife Corporation, our wholly-owned subsidiaries, Ultralife Batteries (UK)
Ltd. (“Ultralife UK”), ABLE New Energy Co., Limited, and its wholly-owned subsidiary ABLE New Energy Co., Ltd.
(“ABLE” collectively), McDowell Research Co., Inc. (“McDowell”), RedBlack Communications, Inc. (“RedBlack”) and
Ultralife Energy Services Corporation (“UES”), and our majority-owned subsidiary Ultralife Batteries India Private Limited
(“India JV”). Intercompany accounts and transactions have been eliminated in consolidation. Investments in entities in
which we do not have a controlling interest are accounted for using the equity method, if our interest is greater than 20%.
Investments in entities in which we have less than a 20% ownership interest are accounted for using the cost method.
c.
Management's Use of Judgment and Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at year end and the reported amounts of revenues and expenses during the reporting period.
Key areas affected by estimates include: (a) reserves for deferred tax assets, excess and obsolete inventory, warranties, and
bad debts; (b) profitability on development contracts; (c) various expense accruals; (d) stock-based compensation; and, (e)
carrying value of goodwill and intangible assets. Actual results could differ from those estimates.
d.
Reclassifications
Certain items previously reported in specific financial statement captions have been reclassified to conform to the
current presentation.
e.
Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, we consider all demand deposits with financial
institutions and financial instruments with original maturities of three months or less to be cash equivalents. For purposes
of the Consolidated Balance Sheet, the carrying value approximates fair value because of the short maturity of these
instruments.
f.
Accounts Receivable and Allowance for Doubtful Accounts
We extend credit to our customers in the normal course of business. We perform ongoing credit evaluations and
generally do not require collateral. Trade accounts receivable are recorded at their invoiced amounts, net of allowance for
doubtful accounts. We evaluate the adequacy of our allowance for doubtful accounts quarterly. Accounts outstanding
longer than contractual payment terms are considered past due and are reviewed individually for collectability. We
maintain reserves for potential credit losses based upon our loss history and specific receivables aging analysis.
Receivable balances are written off when collection is deemed unlikely.
53
Changes in our allowance for doubtful accounts during the years ended December 31, 2010, 2009 and 2008 were as
follows:
2010
2009
2008
Balance at beginning of year
Amounts charged (credited) to expense
Amounts credited to other accounts
Uncollectible accounts written-off, net of recovery
Balance at end of year
$1,024
(216)
(7)
(311)
$ 490
$1,086
188
(42)
(208)
$1,024
$ 485
675
(11)
(63)
$1,086
g.
Inventories
Inventories are stated at the lower of cost or market with cost determined under the first-in, first-out (FIFO) method.
We record provisions for excess, obsolete or slow-moving inventory based on changes in customer demand, technology
developments or other economic factors.
h.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Estimated useful lives are as follows:
Buildings
Machinery and Equipment
Furniture and Fixtures
Computer Hardware and Software
Leasehold Improvements
10 – 20 years
5 – 10 years
3 – 10 years
3 – 5 years
Lesser of useful life or lease term
Depreciation and amortization are computed using the straight-line method. Betterments, renewals and
extraordinary repairs that extend the life of the assets are capitalized. Other repairs and maintenance costs are expensed
when incurred. When disposed, the cost and accumulated depreciation applicable to assets retired are removed from the
accounts and the gain or loss on disposition is recognized in operating income (expense).
i.
Long-Lived Assets, Goodwill and Intangibles
We regularly assess all of our long-lived assets for impairment when events or circumstances indicate that their
carrying amounts may not be recoverable. For property, plant and equipment and amortizable intangible assets, this is
accomplished by comparing the expected undiscounted future cash flows of the assets with the respective carrying amount as
of the date of assessment. Should aggregate future cash flows be less than the carrying value, a write-down would be
required, measured as the difference between the carrying value and the fair value of the asset. Fair value is estimated either
through the assistance of an independent valuation or as the present value of expected discounted future cash flows. The
discount rate used by us in our evaluation approximates our weighted average cost of capital. If the expected undiscounted
future cash flows exceed the respective carrying amount as of the date of assessment, no impairment is recognized. As a
result of this assessment, we recognized a non-cash impairment of $269 and $4,250 in property, plant and equipment and
amortizable intangible assets, respectively, in the year ended December 31, 2010. (See Note 3 for additional information.)
We did not record any material impairments of long-lived assets in the years ended December 31, 2009 and 2008.
In accordance with the Financial Accounting Standards Board’s (“FASB”) guidance for goodwill and other
intangible assets, we do not amortize goodwill and intangible assets with indefinite lives, but instead measure these assets
for impairment at least annually, or when events indicate that impairment exists. We amortize intangible assets that have
definite lives so that the economic benefits of the intangible assets are being utilized over their weighted-average
estimated useful life.
The impairment test for goodwill consists of a comparison of the fair value of the goodwill with the carrying
amount of the reporting unit to which it is assigned. If the fair value of a reporting unit exceeds its carrying amount,
goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value,
a second step of the goodwill impairment test shall be performed to measure the amount of impairment loss, if any. The
impairment test for intangible assets with indefinite lives consists of a comparison of the fair value of the intangible assets
with their carrying amounts. If the intangible assets exceeds their fair value, an impairment loss shall be recognized in an
amount equal to that excess. We determine the fair value of the reporting unit for goodwill impairment testing based on a
54
discounted cash flow model. We determine the fair value of our intangibles assets with indefinite lives (trademarks)
through the relief from a royalty income valuation approach. As a result of this assessment, we recognized a non-cash
impairment of $7,974 and $1,300 in goodwill and intangible assets with indefinite lives, respectively, in the year ended
December 31, 2010. (See Note 3 for additional information.)
Based on the final valuations for amortizable intangible assets acquired in the AMTI acquisition during 2009,
and the ABLE and McDowell acquisitions during 2006, we project our amortization expense will be approximately $625,
$495 $399, $307 and $228 for the fiscal years ending December 31, 2011 through 2015, respectively.
j.
Translation of Foreign Currency
The financial statements of our foreign affiliates are translated into U.S. dollar equivalents in accordance with
FASB’s guidance for foreign currency translation, with translation adjustments recorded as a component of accumulated
other comprehensive income. Exchange gains (losses) relate to foreign currency transactions included in net income (loss)
for the years ended December 31, 2010, 2009 and 2008 were $124, $(49), and $399, respectively.
k.
Revenue Recognition
Product Sales – In general, revenues from the sale of products are recognized when products are shipped. When
products are shipped with terms that require transfer of title upon delivery at a customer’s location, revenues are
recognized on the date of delivery. A provision is made at the time the revenue is recognized for warranty costs expected
to be incurred. Customers, including distributors, do not have a general right of return on products shipped.
Services – Revenue from the sale of installation services is recognized upon customer acceptance, generally the date
of installation. Revenue from fixed price engineering contracts is recognized on a proportional method, measured by the
percentage of actual costs incurred to total estimated costs to complete the contract. Revenue from time and material
engineering contracts is recognized as work progresses through monthly billings of time and materials as they are applied
to the work pursuant to the terms in the respective contract. Revenue from customer maintenance agreements is recognized
using the straight-line method over the term of the related agreements, which range from six months to three years.
Technology Contracts – We recognize revenue using the proportional effort method based on the relationship of
costs incurred to date to the total estimated cost to complete the contract. Elements of cost include direct material, labor and
overhead. If a loss on a contract is estimated, the full amount of the loss is recognized immediately. We allocate costs to all
technology contracts based upon actual costs incurred including an allocation of certain research and development costs
incurred.
Deferred Revenue – For each source of revenues, we defer recognition if: i) evidence of an agreement does not
exist, ii) delivery or service has not occurred, iii) the selling price is not fixed or determinable, or iv) collectability is not
reasonably assured.
l.
Warranty Reserves
We estimate future costs associated with expected product failure rates, material usage and service costs in the
development of our warranty obligations. Warranty reserves, included in other current liabilities and other long-term
liabilities as applicable on our Consolidated Balance Sheets, are based on historical experience of warranty claims. In the
event the actual results of these items differ from the estimates, an adjustment to the warranty obligation would be recorded.
m.
Shipping and Handling Costs
Costs incurred by us related to shipping and handling are included in cost of products sold. Amounts charged to
customers pertaining to these costs are reflected as revenue.
n.
Advertising Expenses
Advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the
accompanying Consolidated Statements of Operations. Such expenses amounted to $1,200, $1,090, and $940 for the years
ended December 31, 2010, 2009 and 2008, respectively.
55
o.
Research and Development
Research and development expenditures are charged to operations as incurred. The majority of research and
development expenses pertain to salaries and benefits, developmental supplies, depreciation and other contracted services.
p.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized, as appropriate, in
accordance with FASB’s guidance on environmental remediation liabilities. Remediation costs that relate to an existing
condition caused by past operations are accrued when it is probable that these costs will be incurred and can be reasonably
estimated.
q.
Income Taxes
The asset and liability method, prescribed by FASB’s guidance for the 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 basis of assets and liabilities and are measured using the enacted tax rates and laws that
are expected to be in effect when the differences are expected to reverse.
A valuation allowance is required when it is more likely than not that the recorded value of a deferred tax asset will
not be realized. As of December 31, 2010, we continued to recognize a full valuation allowance on our deferred tax asset to
the extent they are not able to be offset by future reversing temporary differences, based on a consistent evaluation
methodology that was used for 2008 and 2009. The assessment of the realizability of the U.S. NOL was based on a number
of factors including, our history of net operating losses, the volatility of our earnings, our historical operating volatility, our
historical ability to accurately forecast earnings for future periods and the continued uncertainty of the general business
climate as of the end of 2010. We concluded that these factors represent sufficient negative evidence and have concluded
that we should record a full valuation allowance under FASB’s guidance for the accounting of income taxes. For the years
ended December 31, 2008 and 2009, we also recorded a full valuation allowance on our net deferred tax asset. A valuation
allowance was required for the years ended December 31, 2010, 2009 and 2008 related to our U.K. subsidiary due to the
history of losses at that facility. A valuation allowance was required for the years ended December 31, 2010 and 2009
related to our ABLE subsidiary due to the history of losses at that facility.
We have adopted the provisions of FASB’s guidance for the Accounting for Uncertainty in Income Taxes. We
have recorded no liability for income taxes associated with unrecognized tax benefits during 2008, 2009 and 2010, and as
such, have not recorded any interest or penalty in regard to any unrecognized benefit. Our policy regarding interest
and/or penalties related to income tax matters is to recognize such items as a component of income tax expense (benefit).
r.
Concentration Related to Customers and Suppliers
During the year ended December 31, 2010, we had two major customers, U.S. Department of Defense and Port
Electronics Corp., which comprised 11% and 10% of our revenue, respectively. During the year ended December 31, 2009,
we had one major customer, the U.S. Department of Defense, which comprised 26% of our revenue. During the year ended
December 31, 2008, we had two major customers, Raytheon Company and Port Electronics Corp., which comprised 29%
and 16% of our revenue, respectively. There were no other customers that comprised greater than 10% of our total revenues
during the years ended December 31, 2010, 2009 and 2008.
We have no customers that comprised greater than 10% of our trade accounts receivables as of December 31, 2010.
We had two customers that comprised 45% of our trade accounts receivable as of December 31, 2009. There were no other
customers that comprised greater than 10% of our total trade accounts receivable as of December 31, 2009.
Currently, we do not experience significant seasonal trends in Battery & Energy Products revenues. However, a
downturn in the U.S. economy, such as the one that we recently experienced, which affects retail sales and which could
result in fewer sales of smoke detectors to consumers, could potentially result in lower sales for us to this market segment.
The smoke detector OEM market segment comprised approximately 5% and 9% of total Battery & Energy Products
revenues in 2010 and 2009, respectively. Additionally, lower demand from the U.S., U.K. and other foreign governments
could result in lower sales to defense and government users.
We generally do not distribute our products to a concentrated geographical area nor is there a significant
concentration of credit risks arising from individuals or groups of customers engaged in similar activities, or who have
similar economic characteristics. While sales to the U.S. Department of Defense have been substantial during 2010, 2009
56
and 2008, we do not consider this customer to be a significant credit risk. We do not normally obtain collateral on trade
accounts receivable.
Certain materials and components used in our products are available only from a single or a limited number of
suppliers. As such, some materials and components could become in short supply resulting in limited availability and/or
increased costs. Additionally, we may elect to develop relationships with a single or limited number of suppliers for
materials and components that are otherwise generally available. Although we believe that alternative suppliers are available
to supply materials and components that could replace materials and components currently used and that, if necessary, we
would be able to redesign our products to make use of such alternatives, any interruption in the supply from any supplier that
serves as a sole source could delay product shipments and have a material adverse effect on our business, financial condition
and results of operations. We have experienced interruptions of product deliveries by sole source suppliers in the past. For
example, in the fourth quarter of 2007, we ramped up production levels in our Communications Systems business to meet
increased order volumes. A sole-source supplier of a key component was unable to meet an agreed-upon delivery schedule
which caused a delay in shipments of our products to our customers.
s.
Fair Value Measurements and Disclosures
The FASB guidance for fair value measurements provides a framework for measuring fair value and requires
expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an
asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly
transaction between market participants on the measurement date. This accounting standard established a fair value
hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes
the three levels of inputs required.
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or that we corroborate with observable market
data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs supported by little or no market activity that are significant to the fair value of the assets or
liabilities.
FASB’s guidance for the disclosure about fair value of financial instruments requires disclosure of an estimate of
the fair value of certain financial instruments. The fair value of financial instruments pursuant to FASB’s guidance for the
disclosure about fair value of financial instruments approximated their carrying values at December 31, 2010 and 2009. The
fair value of cash, trade accounts receivable, trade accounts payable, accrued liabilities, our convertible note and our
revolving credit facility approximates carrying value due to the short-term nature of these instruments. The estimated fair
value of other long-term debt and capital lease obligations approximates carrying value due to the variable nature of the
interest rates or the stated interest rates approximating current interest rates that are available for debt with similar terms.
t.
Derivative Financial Instruments
Derivative instruments are accounted for in accordance with FASB’s guidance on the Accounting for Derivative
Instruments and Hedging Activities which requires that all derivative instruments be recognized in the financial statements at
fair value. As of December 31, 2010 and 2009, we had no outstanding derivative financial instruments.
u.
Earnings (Loss) Per Share
On January 1, 2009, we adopted the provisions of FASB’s guidance for determining whether instruments granted in
share-based payment transactions are participating securities. The guidance requires that all outstanding unvested share-
based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (such as restricted stock awards
granted by us) be considered participating securities. Because the restricted stock awards are participating securities, we are
required to apply the two-class method of computing basic and diluted earnings per share (the “Two-Class Method”). The
retrospective application of the provisions of FASB’s guidance did not change the prior period earnings per share (“EPS”)
amount.
Basic EPS is determined using the Two-Class Method and is computed by dividing earnings attributable to Ultralife
common shareholders by the weighted-average shares outstanding during the period. The Two-Class Method is an earnings
allocation formula that determines earnings per share for each class of common stock and participating security according to
dividends declared and participation rights in undistributed earnings. Diluted EPS includes the dilutive effect of securities, if
57
any, and reflects the more dilutive EPS amount calculated using the treasury stock method or the Two-Class Method. For
the years ended December 31, 2010, 2009 and 2008, both the Two-Class Method and the treasury stock method calculations
for diluted EPS yielded the same result.
The computation of basic and diluted earnings per share is summarized as follows:
Net Income (Loss) attributable to Ultralife
Net Income (Loss) attributable to participating
securities (unvested restricted stock awards)
(-0-, -0- and 84,000 shares, respectively)
Net Income (Loss) attributable to Ultralife common
shareholders (a)
Effect of Dilutive Securities:
Convertible Notes Payable
Net Income (Loss) attributable to Ultralife common
shareholders – Adjusted (b)
Years Ended December 31,
2010
$(6,179)
2009
$(9,241)
2008
$13,663
-
-
(66)
(6,179)
(9,241)
13,597
-
-
215
$(6,179)
$(9,241)
$13,812
Average Common Shares Outstanding – Basic (c)
Effect of Dilutive Securities:
Stock Options / Warrants
Convertible Notes Payable
Average Common Shares Outstanding – Diluted (d)
17,157
-
-
17,157
-
-
16,989
16,989
17,230
EPS – Basic (a/c)
EPS – Diluted (b/d)
$ (0.36)
$ (0.36)
$ (0.54)
$ (0.54)
130
321
17,681
$ 0.79
$ 0.78
There were 1,811,742 outstanding stock options, warrants and restricted stock awards as of December 31, 2010,
that were not included in EPS as the effect would be anti-dilutive. There were 1,833,134 outstanding stock options, warrants
and restricted stock awards as of December 31, 2009, that were not included in EPS as the effect would be anti-dilutive. We
also had 236,919 shares of common stock at December 31, 2009 reserved under convertible notes payable, which were not
included in EPS as the effect would be anti-dilutive. There were 1,301,383 outstanding stock options, warrants and restricted
stock awards as of December 31, 2008 that were not included in EPS as the effect would be anti-dilutive. The dilutive effect
of 421,988 outstanding stock options, warrants and restricted stock awards and 320,513 shares of common stock reserved
under convertible notes payable were included in the dilution computation for the year ended December 31, 2008. For years
ended December 31, 2010 and 2009, diluted earnings (loss) per share was the equivalent of basic earnings (loss) per share
due to the net loss.
v.
Stock-Based Compensation
We have various stock-based employee compensation plans, which are described more fully in Note 7. We follow
the provisions of FASB’s guidance on Share-Based Payments, which requires 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 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).
w.
Segment Reporting
We report segment information in accordance with FASB’s guidance on Disclosures about Segments of an
Enterprise and Related Information. We have three operating segments. The basis for determining our operating segments
is the manner in which financial information is used by us in our operations. Management operates and organizes itself
according to business units that comprise unique products and services across geographic locations.
Beginning January 1, 2010, we now report our results in three operating segments instead of four: Battery &
Energy Products; Communications Systems; and Energy Services. The Non-Rechargeable Products and Rechargeable
Products segments have been combined into a single segment called Battery & Energy Products. The Communications
Systems segment now includes our RedBlack Communications business, which was previously included in the Design &
Installation Services segment. The Design & Installation Services segment has been renamed Energy Services and
58
encompassed our standby power and wireless businesses. Research, design and development contract revenues and
expenses, which were previously included in the Design & Installation Services segment, will be captured under the
respective operating segment in which the work is performed.
x. Recent Accounting Pronouncements
In December 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-29, “Business
Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations - a
consensus of the FASB Emerging Issues Task Force (“EITF”)”. ASU No. 2010-29 amends accounting guidance
concerning disclosure of supplemental pro forma information for business combinations. If an entity presents
comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the
business combination that occurred in the current year had occurred as of the beginning of the comparable prior annual
reporting period only. The accounting guidance also requires additional disclosures to describe the nature and amount of
material, nonrecurring pro forma adjustments. ASU No. 2010-29 is effective for fiscal years beginning on or after
December 15, 2010 and will apply prospectively to business combinations completed on or after that date. We do not
expect the adoption of this pronouncement to have a significant impact on our financial statements. The future impact of
adopting this pronouncement will depend on the future business combinations that we may pursue.
In December 2010, the FASB issued ASU No. 2010-28, “Intangibles – Goodwill and Other (Topic 350): When
to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”. ASU
No. 2010-28 modifies Step 1 of the goodwill impairment test so that for those reporting units with zero or negative
carrying amounts, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not
based on an assessment of qualitative indicators that a goodwill impairment exists. In determining whether it is more
likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors
indicating that an impairment may exist. ASU No. 2010-28 will be effective for annual and interim reporting periods
beginning after December 15, 2010, and any impairment identified at the time of adoption will be recognized as a
cumulative-effect adjustment to beginning retained earnings. We do not expect the adoption of this pronouncement to
have a significant impact on our financial statements.
In April 2010, the FASB issued ASU No. 2010-17, “Revenue Recognition - Milestone Method (Topic 605):
Milestone Method of Revenue Recognition - a consensus of the FASB EITF”. ASU No. 2010-17 is limited to research or
development arrangements and requires that this ASU be met for an entity to apply the milestone method (record the
milestone payment in its entirety in the period received) of recognizing revenue. However, the FASB clarified that, even
if the requirements in this ASU are met, entities would not be precluded from making an accounting policy election to
apply another appropriate policy that results in the deferral of some portion of the arrangement consideration. The
guidance in this ASU will apply to milestones in both single-deliverable and multiple-deliverable arrangements involving
research or development transactions. ASU No. 2010-17 will be effective prospectively for milestones achieved in fiscal
years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. We are
currently evaluating the impact that ASU No. 2010-17 will have on our financial statements.
In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable
Revenue Arrangements - a consensus of the FASB EITF”. ASU No. 2009-13 eliminates the residual method of
accounting for revenue on undelivered products and instead, requires companies to allocate revenue to each of the
deliverable products based on their relative selling price. In addition, this ASU expands the disclosure requirements
surrounding multiple-deliverable arrangements. ASU No. 2009-13 will be effective for revenue arrangements entered
into for fiscal years beginning on or after June 15, 2010. We are currently evaluating the impact that ASU No. 2009-13
will have on our financial statements.
In June 2009, the FASB issued amended guidance for the accounting for transfers of financial assets. The
amended guidance removes the concept of a qualifying special-purpose entity. The amended guidance is effective for
financial statements issued for fiscal years and interim periods beginning after November 15, 2009. Earlier application is
prohibited. The adoption of this pronouncement did not have a significant impact on our financial statements.
In June 2009, the FASB issued amended guidance for the accounting for variable interest entities. The
amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who
should consolidate a variable-interest entity. The amended guidance is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2009. Earlier adoption is prohibited. The adoption of this
pronouncement did not have a significant impact on our financial statements.
59
Note 2- Acquisitions
2009 Activity
We accounted for the following acquisitions in accordance with the purchase method of accounting provisions of
the revised FASB guidance for business combinations, whereby the purchase price paid to effect an acquisition is allocated
to the acquired tangible and intangible assets and liabilities at fair value.
AMTITM Brand
On March 20, 2009, we acquired substantially all of the assets and assumed substantially all of the liabilities of
the tactical communications products business of Science Applications International Corporation. The tactical
communications products business (“AMTI”), located in Virginia Beach, Virginia, designs, develops and manufactures
tactical communications products including amplifiers, man-portable systems, cables, power solutions and ancillary
communications equipment that are sold by Ultralife Corporation under the brand name of AMTI.
Under the terms of the asset purchase agreement for AMTI, the purchase price consisted of $5,717 in cash.
The results of operations of AMTI and the estimated fair value of assets acquired and liabilities assumed are
included in our Condensed Consolidated Financial Statements beginning on the acquisition date. For the year ended
December 31, 2010, AMTI contributed net sales of $14,001 and net income of $2,134. From the date of acquisition through
December 31, 2009, AMTI contributed net sales of $11,354 and net income of $1,744. Pro forma information has not been
presented, as it would not be materially different from amounts reported. The estimated excess of the purchase price over the
net tangible and intangible assets acquired of $4,684 was recorded as goodwill in the amount of $1,033. The acquired
goodwill has been assigned to the Communications Systems segment and is expected to be fully deductible for income tax
purposes.
The following table represents the final allocation of the purchase price to assets acquired and liabilities assumed
at the acquisition date:
ASSETS
Current assets:
Cash
Trade accounts receivable, net
Inventories
Total current assets
Property, plant and equipment, net
Goodwill
Intangible Assets:
Trademarks
Patents and Technology
Customer Relationships
Total assets acquired
$ -
693
2,534
3,227
339
1,033
450
800
970
6,819
60
LIABILITIES
Current liabilities:
Accounts payable
Other current liabilities
Total current liabilities
Long-term liabilities:
Other long-term liabilities
Total liabilities assumed
Total Purchase Price
801
301
1,102
-
1,102
$
5,717
Trademarks have an indefinite life and are not being amortized. The intangible assets related to patents and
technology and customer relationships are being amortized as the economic benefits of the intangible assets are being
utilized over their weighted-average estimated useful life of thirteen years.
2008 Activity
We accounted for the following acquisitions, including the establishment of a joint venture, in accordance with the
purchase method of accounting provisions of the pre-revised FASB guidance for business combinations, whereby the
purchase price paid to effect an acquisition is allocated to the acquired tangible and intangible assets and liabilities at fair
value.
Ultralife Batteries India Private Limited
In March 2008, we formed a joint venture, named Ultralife Batteries India Private Limited (“India JV”), with our
distributor partner in India. The India JV assembles Ultralife power solution products and manages local sales and
marketing activities, serving commercial, government and defense customers throughout India. We have invested $86 in
cash into the India JV, as consideration for our 51% ownership stake in the India JV.
U.S. Energy Systems, Inc. and U.S. Power Services, Inc.
On November 10, 2008, we acquired certain assets of USE, a nationally recognized standby power installation
and power management services business. USE is located in Riverside, California. The acquired assets of USE have
been incorporated into our UES subsidiary.
Under the terms of the asset purchase agreements for USE, the initial purchase price consisted of $2,865 in cash. In
addition, on the achievement of certain annual post-acquisition financial milestones during the period ending December 31,
2012, we were to issue up to an aggregate of 200,000 unregistered shares of our common stock to Ken Cotton, Shawn
O’Connell and Simon Baitler (together, the “Selling Shareholders”). The unregistered shares of common stock were to be
issued after the first occasion annual sales for a calendar year exceeded $10,000 (30,000 shares), $15,000 (40,000 shares),
$20,000 (60,000 shares), and $25,000 (70,000 shares). On April 27, 2010, we entered into Amendment No. 2 to the USE
asset purchase agreement. Under the terms of Amendment No. 2, we agreed to issue an aggregate of 200,000 shares of our
unregistered common stock, valued at approximately $858, in full satisfaction of our outstanding obligations to the Selling
Shareholders under the USE asset purchase agreement. Under the terms of Amendment No. 2, the Selling Shareholders
agreed to release us from any past or present claims relating to the purchase price provisions of the USE asset purchase
agreement. We elected to enter into Amendment No. 2 because our consolidation plan and the reorganization of our
reporting units involved reorganizing the operations of the business purchased in the USE asset purchase agreement. The
post-acquisition financial milestones in the USE asset purchase agreement did not support our current consolidation and
reorganization plans and it was determined that it would be in our best interests to satisfy our obligations under the USE asset
purchase agreement. Amendment No. 2 did not change our original assessment that the contingent payout of shares of
common stock was related to the acquisition of the assets of USE. Accordingly, we reflected the payment as additional
purchase price. We incurred $65 in acquisition related costs, which are included in the revised total cost of the USE
investment of $3,788.
The results of operations of USE and the estimated fair value of assets acquired and liabilities assumed are
included in our consolidated financial statements beginning on the acquisition date. Pro forma information has not been
presented, as it would not be materially different from amounts reported. The estimated excess of the purchase price over
the net tangible and intangible assets acquired of $1,499 was recorded as goodwill in the amount of $2,289. The acquired
61
goodwill has been assigned to the Energy Services segment and is expected to be fully deductible for income tax
purposes.
The following table represents the revised, final allocation of the purchase price to assets acquired and liabilities
assumed at the acquisition date:
ASSETS
Current assets:
Cash
Total current assets
Property, plant and equipment, net
Goodwill
Intangible Assets:
Patents and Technology
Customer Relationships
Total assets acquired
LIABILITIES
Current liabilities:
Current portion of long-term debt
Other current liabilities
Total current liabilities
Long-term liabilities:
Debt
Total liabilities assumed
Total Purchase Price
$ -
-
306
2,289
220
1,300
4,115
56
43
99
228
327
$
3,788
The intangible assets related to patents and technology and customer relationships were amortized as the
economic benefits of the intangible assets were utilized over their weighted-average estimated useful life of fifteen years.
As a result of the full impairment of these intangible assets in the fourth quarter of 2010, no additional amortization
expense will be incurred.
Note 3 - Supplemental Balance Sheet Information
a.
Inventory
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:
Raw materials.....................................................................................
Work in process..................................................................................
Finished products ...............................................................................
December 31,
2010
2009
$18,250
6,649
8,223
$33,122
$19,743
6,044
9,716
$35,503
62
b.
Property, Plant and Equipment
Major classes of property, plant and equipment consisted of the following:
Land ...................................................................................................
Buildings and Leasehold Improvements...........................................
Machinery and Equipment ................................................................
Furniture and Fixtures .......................................................................
Computer Hardware and Software....................................................
Construction in Progress ...................................................................
Less: Accumulated Depreciation .....................................................
December 31,
2010
2009
$ 123
6,188
45,714
1,702
3,652
582
57,961
43,476
$ 14,485
$ 123
6,127
43,996
1,829
3,397
1,324
56,796
40,148
$ 16,648
Estimated costs to complete construction in progress as of December 31, 2010 and 2009 was approximately $372
and $893, respectively.
Depreciation expense was $3,768, $3,929, and $3,752 for the years ended December 31, 2010, 2009, and 2008,
respectively.
c.
Impairment of Goodwill, Intangible Assets and Long-Lived Assets
In the fourth quarter of 2010, we completed an impairment analysis of the goodwill, intangible assets, and other
long-lived assets associated with the standby power business included in the Energy Services segment. As a result of this
analysis, in connection with the overall decrease in revenues in 2010 compared to 2009 and the declining gross margins over
the last two years for the standby power business, we recognized a non-cash impairment charge of $13,793 in the fourth
quarter of 2010 to fully write off the goodwill and intangible assets and partially write off certain fixed assets. For the past
two years, cautious spending and continued delays in implementing large capital projects by customers in the standby power
industry have negatively impacted results for our Energy Services segment. In conjunction with the non-cash impairment
charge, we impaired goodwill of $7,974, trademarks of $1,300, patents and technology of $431, customer relationships of
$3,819 and fixed assets of $269.
We applied the provisions of FASB ASC Topic 820 during the annual goodwill impairment test performed in
October 2010. Step one of the goodwill impairment test consists of determining a fair value for each of our six reporting
units. The fair value for our reporting units cannot be determined using readily available quoted Level 1 inputs or Level 2
inputs that are observable in active markets. Therefore, we used two valuation approaches, the income and market
approaches, to estimate the fair values of our reporting units, using Level 3 inputs. To estimate the fair values of
reporting units, we use significant estimates and judgmental factors. The key estimates and factors used in the valuation
models include revenue growth rates and profit margins based on internal forecasts, as well as industry and market based
terminal growth rates, inputs to the weighted-average cost of capital used to discount future cash flows, and earnings
multiples. As a result of the goodwill impairment test performed during 2010, we recognized a non-cash goodwill
impairment charge. The fair value measurements of the reporting units included unobservable inputs defined above that
are classified as Level 3 inputs.
During 2010, we also recognized non-cash impairments to indefinite lived and amortizable intangible assets.
The impairment charges were calculated by determining the fair value of these assets. The fair value measurements were
calculated using unobservable inputs including discounted cash flow analyses classified as Level 3 inputs.
We also recognized non-cash impairments of certain fixed assets during the year ended December 31, 2010. The
impairment charges were calculated by determining the fair value of the fixed assets using unobservable inputs including
market data for transactions involving similar assets. These inputs are classified as Level 3 inputs.
63
d.
Goodwill
The following table summarizes the goodwill activity by segment for the years ended December 31, 2010 and
2009:
Battery &
Energy Products
Communications
Systems
Energy
Services
Total
Balance at December 31, 2008
$ 2,072
$ 14,262
$ 6,609
$ 22,943
Adjustments to purchase price
allocation
Acquisition of AMTI
-
-
838
1,216
439
-
1,277
1,216
Balance at December 31, 2009
2,072
16,316
7,048
25,436
Adjustments to purchase price
allocation
Impairment charge
Effect of foreign currency
translations
-
-
71
(183)
-
926
(7,974)
743
(7,974)
-
-
71
Balance at December 31, 2010
$ 2,143
$ 16,133
$ -
$ 18,276
During 2010, we have accrued $68 for the 2010 portion of the contingent cash consideration in connection with the
purchase price for RPS, which is included in the other current liabilities line of our Condensed Consolidated Balance Sheet.
This accrual resulted in an increase to goodwill of $68 in the Energy Services segment.
e.
Other Intangible Assets
The composition of intangible assets was:
Trademarks
Patents and technology
Customer relationships
Distributor relationships
Non-compete agreements
Total intangible assets
Trademarks
Patents and technology
Customer relationships
Distributor relationships
Non-compete agreements
Total intangible assets
December 31, 2010
Accumulated
Amortization
Net
Gross Assets
$ 3,559
4,474
3,955
364
395
$ -
3,108
2,820
274
395
$ 12,747
$ 6,597
$ 3,559
1,366
1,135
90
-
$ 6,150
December 31, 2009
Accumulated
Amortization
Net
Gross Assets
$ 4,856
5,119
9,772
352
393
$ -
2,852
3,972
215
389
$ 4,856
2,267
5,800
137
4
$ 20,492
$ 7,428
$ 13,064
64
Amortization expense for intangible assets was $1,428, $1,683, and $2,119 for the years ended December 31, 2010,
2009 and 2008, respectively.
The change in the cost value of total intangible assets is a result of changes in the final valuation of tangible and
intangible assets in connection with the 2009 acquisition, the impairment of the intangibles in the standby power business
included in the Energy Services segment and the effect of foreign currency translations.
Note 4 - Operating Leases
We lease various buildings, machinery, land, automobiles and office equipment. Rental expenses for all operating
leases were approximately $1,479, $1,334 and $1,001 for the years ended December 31, 2010, 2009 and 2008, respectively.
Future minimum lease payments under non-cancelable operating leases as of December 31, 2010 are as follows:
2011
$ 1,261
2012
$ 708
2013
$ 483
2014
$ 334
2015
and beyond
$ 323
Note 5 - Debt and Capital Leases
Credit Facilities
On February 17, 2010, we entered into a new senior secured asset based revolving credit facility (“Credit
Facility”) of up to $35,000 with RBS Business Capital, a division of RBS Asset Finance, Inc. (“RBS”). The proceeds
from the Credit Facility can be used for general working capital purposes, general corporate purposes, and letter of credit
foreign exchange support. The Credit Facility has a maturity date of February 17, 2013 (“Maturity Date”). The Credit
Facility is secured by substantially all of our assets. At closing, we paid RBS a facility fee of $263.
On February 18, 2010, we drew down $9,870 from the Credit Facility to repay all outstanding amounts due
under the Amended and Restated Credit Agreement with JP Morgan Chase Bank, N.A. and Manufacturers and Traders
Trust Company, with JP Morgan Chase Bank acting as the administrative agent. Our available borrowing under the
Credit Facility fluctuates from time to time based upon amounts of eligible accounts receivable and eligible inventory.
Available borrowings under the Credit Facility equals the lesser of (1) $35,000 or (2) 85% of eligible accounts receivable
plus the lesser of (a) up to 70% of the book value of our eligible inventory or (b) 85% of the appraised net orderly
liquidation value of our eligible inventory. The borrowing base under the Credit Facility is further reduced by (1) the face
amount of any letters of credit outstanding, (2) any liabilities of ours under hedging contracts with RBS and (3) the value
of any reserves as deemed appropriate by RBS. We are required to have at least $3,000 available under the Credit
Facility at all times.
At December 31, 2010, interest currently accrues on outstanding indebtedness under the Credit Facility at
LIBOR plus 4.50%. We have the ability, in certain circumstances, to fix the interest rate for up to 90 days from the date
of borrowing. Upon delivery of our audited financial statements for the fiscal year ended December 31, 2010 to RBS, and
assuming no events of default exist at such time, the rate of interest under the Credit Facility can fluctuate based on the
available borrowings remaining under the Credit Facility as set forth in the following table:
Excess Availability
Greater than $10,000
LIBOR Rate Plus
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%
On January 19, 2011, we entered in a First Amendment to Credit Agreement (“First Amendment”) with RBS.
The First Amendment amended the Credit Facility as follows:
65
(i) Eligible accounts receivable under the Credit Facility (for the determination of available borrowings) now
include foreign (non-U.S.) accounts subject to credit insurance payable to RBS (formerly, such accounts
were not eligible without arranging letter of credit facilities satisfactory to RBS).
(ii) Decreased the interest rate that will accrue on outstanding indebtedness, as set forth in the following table:
Excess Availability
Greater than $10,000
LIBOR Rate Plus
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%
In addition to paying interest on the outstanding principal under the Credit Facility, we are required to pay an
unused line fee of 0.50% on the unused portion of the $35,000 Credit Facility. We must also pay customary letter of
credit fees equal to the LIBOR rate and the applicable margin and any other customary fees or expenses of the issuing
bank. Interest that accrues under the Credit Facility is to be paid monthly with all outstanding principal, interest and
applicable fees due on the Maturity Date.
We are required to maintain a fixed coverage ratio of 1.20 to 1.00 or greater at all times as of and after March 28,
2010. As of December 31, 2010, our fixed charge ratio was 2.28 to 1.00. Accordingly, we were in compliance with the
financial covenants of the Credit Facility. All borrowings under the Credit Facility are subject to the satisfaction of
customary conditions, including the absence of an event of default and accuracy of our representations and
warranties. The Credit Facility also includes customary representations and warranties, affirmative covenants and events
of default. If an event of default occurs, RBS would be entitled to take various actions, including accelerating the amount
due under the Credit Facility, and all actions permitted to be taken by a secured creditor.
As of December 31, 2010, we had $8,541 outstanding under the Credit Facility. At December 31, 2010, the interest
rate on the asset based revolver component of the Credit Facility was 4.77%. As of December 31, 2010, the revolver
arrangement provided for up to $35,000 of borrowing capacity, including outstanding letters of credit. At December 31,
2010, we had $-0- of outstanding letters of credit related to this facility.
Equipment and Vehicle Notes Payable
We have eight notes payable related to various equipment and vehicles. The notes payable provide for payments
(including principal and interest) of $58 per year, collectively. The interest rates on the notes payable range from 0.00% to
7.13%. The term on the notes payable range from 24 to 72 months, with payments on the individual notes payable ending
between March 2011 and September 2012. The respective equipment and vehicles collateralize the notes payable.
Capital Leases
We have fourteen capital leases. All fourteen capital lease commitments are for vehicles that provide for payments
(including principal and interest) of $156 per year, collectively, from December 2012 through November 2013. Remaining
interest payable on all of the capital leases is approximately $40. At the end of the lease terms, we are required to purchase
the assets under the capital lease commitments for one dollar each.
Convertible Notes Payable
On November 16, 2007, we finalized a settlement agreement with the sellers of McDowell Research, Ltd. relating
to various operational issues that arose during the first several months following the July 2006 acquisition that significantly
reduced our profit margins. The settlement agreement amount was approximately $7,900. The settlement agreement
reduced the principal amount on the convertible notes initially issued in that transaction from $20,000 to $14,000, and
eliminated a $1,889 liability related to a purchase price adjustment. In addition, the interest rate on the convertible notes was
increased from 4% to 5% and we made prepayments totaling $3,500 on the convertible notes. Upon payment of the $3,500
in November 2007, we reported a one-time, non-operating gain of approximately $7,550 to account for the settlement, net of
certain adjustments related to the change in the interest rate on the convertible notes. Based on the facts and circumstances
surrounding the settlement agreement, there was not a clear and direct link to the acquisition’s purchase price; therefore, we
recorded the settlement as an adjustment to income in accordance with the pre-revised FASB guidance for business
combinations. In January 2008, the remaining $10,500 principal balance on the convertible notes was converted in full into
66
700,000 shares of our common stock, and the remaining $313 that pertained to the change in the interest rate on the notes
was recorded in other income as a gain on debt conversion.
On November 16, 2007, under the terms of the stock purchase agreement for Stationary Power Services, Inc.
(“SPS”), we issued a $4,000 subordinated convertible promissory note to be held by the previous owner of SPS for partial
consideration of the purchase price. The $4,000 subordinated convertible promissory note carried a three-year term, bore
interest at the rate of 5% per year and was convertible at $15.00 per share into 266,667 shares of our common stock, with
a forced conversion feature at $17.00 per share. We have evaluated the terms of the conversion feature under applicable
accounting literature, including FASB’s guidance in accounting for derivative instruments and hedging activities and
accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, and
concluded that this feature should not be separately accounted for as a derivative. Effective March 28, 2009, we entered
into Amended and Restated Subordinated Convertible Promissory Note (“Amended Note”) with William Maher, the
former owner of SPS. The Amended Note reduced the principal amount under the original subordinated convertible
promissory note (“Original Note”), as issued in connection with the SPS acquisition in November 2007, by $580 to
$3,420. This reduction was an offset of amounts owed to SPS from WMSP Holdings, LLC (an entity wholly owned by
William Maher). There were no other revisions to any of the other terms of the Original Note. In February 2010, in
connection with the closing on the new credit facility with RBS, we made a prepayment of $129 on the outstanding
principal balance of the Amended Note. In April 2010, we changed the name of Stationary Power Services, Inc. to
Ultralife Energy Services Corporation. The Amended Note matured on November 16, 2010, with principal and accrued
interest due in full, totaling $3,312. We paid the $3,312 amount primarily from cash on hand and cash generated from
operations, in addition to borrowing from our credit facility, as necessary.
Payment Schedule
As of December 31, 2010, scheduled principal payments under the current amount outstanding of debt and capital
leases are as follows:
Credit
Facility
Equipment
and Vehicle
Notes Payable Capital Leases
2011
2012
2013
2014
2015 and thereafter
Less: Current portion
Long-term
$ 8,541
-
-
-
-
8,541
8,541
$ -
$ 53
10
-
-
-
63
53
$ 10
$ 123
132
109
-
-
364
123
$ 241
Total
$ 8,717
142
109
-
-
8,968
8,717
$ 251
Note 6 - Commitments and Contingencies
a.
Indemnity
The Delaware General Corporation Law provides that directors or officers will be reimbursed for all expenses, to
the fullest extent permitted by law arising out of their performance as our agents or trustees.
b.
Purchase Commitments
As of December 31, 2010, we have made commitments to purchase approximately $275 of production machinery
and equipment.
c.
Royalty Agreements
Technology underlying certain of our products is based in part on non-exclusive transfer agreements. In 2003, we
entered into an agreement with Saft Groupe S.A., to license certain tooling for battery cases. The licensing fee associated
with this agreement is based on a percentage of the sales price of the individual battery case, up to a maximum of one dollar
per battery case. The total royalty expense reflected in 2010, 2009 and 2008 was $242, $19 and $22, respectively. This
agreement expires in the year 2017.
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d.
Government Grants/Loans
We have been able to obtain certain grants/loans from government agencies to assist with various funding needs. In
November 2001, we received approval for a $300 grant/loan from New York State. The grant/loan was to fund capital
expansion plans that we expected would lead to job creation. In this case, we were to be reimbursed after the full completion
of the particular project. This grant/loan also required us to meet and maintain certain levels of employment. During 2002,
since we did not meet the initial employment threshold, it appeared unlikely at that time that we would be able to gain access
to these funds. However, during 2006, our employment levels had increased to a level that exceeded the minimum threshold,
and we received these funds in April 2007. This grant/loan required us to not only meet, but maintain our employment levels
for a pre-determined time period. Our employment levels met the specified levels as of December 31, 2007 and 2008. As a
result of meeting the employment levels as of December 31, 2008, we have satisfied all of the requirements for the
grant/loan, we have recognized grant revenue of $300 in the miscellaneous income (expense) line of our Consolidated
Statement of Operations for the year ended December 31, 2008, and no amounts are owed on such grant/loan.
In October 2005, we received a contract valued at approximately $3,000 from the U.S. Defense Department to
purchase equipment and enhance processes to reduce lead times and increase manufacturing efficiency to boost production
surge capability of our BA-5390 battery during contingency operations. Approximately $1,750 of the total contract amount
pertains to inventory that was included in our inventory balance at December 31, 2010 and 2009, offset by deferred revenues
which are included in other current liabilities. Approximately $775 of the total contract pertains to a reimbursement for
expenses incurred to implement more effective processes and procedures, and the remaining approximately $525 was
allocated to purchase equipment that is owned by the U.S. Defense Department. In 2006, we received $1,325 relating to this
contract. In 2007, we received $1,257 relating to this contract. In 2008, we received $495 relating to this contract. The
funding for this contract was completed during 2008.
In conjunction with the City of West Point, Mississippi, we applied for a Community Development Block Grant
(“CDBG”) from the State of Mississippi for infrastructure improvements to our leased facility that is owned by the City
of West Point, Mississippi. The CDBG was awarded and as of December 31, 2010, approximately $480 has been
distributed under the grant. Under an agreement with the City of West Point, we have agreed to employ at least 30 full-
time employees at the facility, of which 51% of the jobs must be filled or made available to low or moderate income
families, within three years of completion of the CDBG improvement activities. In addition, we have agreed to invest at
least $1,000 in equipment and working capital into the facility within the first three years of operation of the facility. We
are currently in the process of satisfying both of these commitments, and anticipate meeting both of them before the three-
year period ends in October 2011. In the event we fail to honor these commitments, we are obligated to reimburse all
amounts received under the CDBG to the City of West Point, Mississippi.
In conjunction with Clay County, Mississippi, we applied for a Mississippi Rural Impact Fund Grant (“RIFG”)
from the State of Mississippi for infrastructure improvements to our leased facility that is owned by the City of West
Point, Mississippi. The RIFG was awarded and as of December 31, 2010, approximately $150 has been distributed under
the grant. Under an agreement with Clay County, we have agreed to employ at least 30 full-time employees at the
facility, of which 51% of the jobs must be filled or made available to low or moderate income families, within two years
of completion of the RIFG improvement activities. In September 2010, we received an extension for this commitment to
March 31, 2011. In addition, we have agreed to invest at least $1,000 in equipment and working capital into the facility
within the first three years of operation of the facility. We are currently in the process of satisfying both of these
commitments, and anticipate meeting both of them before the applicable periods end in March 2011 and October 2011,
respectively. In the event we fail to honor these commitments, we are obligated to reimburse all amounts received under
the RIFG to Clay County, Mississippi.
e.
Employment Contracts
We have an employment contract with Michael D. Popielec, our President and Chief Executive Officer, which
stays in effect until terminated by either party. This agreement provides for a base salary of $450,000, as adjusted for
increases at the discretion of our Board of Directors, and includes incentive bonuses based upon attainment of specified
quantitative and qualitative performance goals. This agreement also provides for severance payments in the event of
specified events of termination of employment. In addition, this agreement provides for a lump sum payment in the event of
termination of employment in association with a change in control.
We have an employment contract with one of our other executive officers, with automatic one-year renewals
unless terminated by either party. This agreement provides for a minimum salary, as adjusted for annual increases, and may
include incentive bonuses based upon attainment of specified management goals. This agreement also provides for
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severance payments in the event of specified termination of employment. In addition, this agreement provides for a lump
sum payment in the event of termination of employment in association with a change in control.
Select key employees are required to enter into agreements providing for confidentiality and the assignment of
rights to inventions made by them while employed by us. These agreements also contain certain noncompetition and
nonsolicitation provisions effective during the employment term and for varying periods thereafter depending on position
and location. There can be no assurance that we will be able to enforce these agreements. All of our employees agree to
abide by the terms of a Code of Ethics policy that provides for the confidentiality of certain information received during the
course of their employment.
In connection with the USE acquisition, we entered into employment contracts with certain key employees for a
term of three years. These agreements provide for minimum salaries and may include incentive bonuses based upon
attainment of specified management goals. In addition, these agreements provide for severance payments in the event of a
specified termination of employment.
In connection with the AMTI acquisition, we entered into employment contracts with certain key employees for a
term of two years. These agreements provide for minimum salaries and provide for severance payments in the event of a
specified termination of employment.
f.
Product Warranties
We estimate future costs associated with expected product failure rates, material usage and service costs in the
development of our 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 our product warranty
liability during the years ended December 31, 2010, 2009 and 2008 were as follows:
Balance at beginning of year
Accruals for warranties issued
Settlements made
Balance at end of year
g.
Post Audits of Government Contracts
2010
2009
2008
$1,182
542
(481)
$1,243
$1,010
387
(215)
$1,182
$ 501
921
(412)
$1,010
We had certain “exigent”, non-bid contracts with the U.S. government, which were subject to audit and final price
adjustment, which resulted in decreased margins compared with the original terms of the contracts. As of December 31,
2010, 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. We have reviewed these audit reports, have submitted our response to these audits and believe, 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 we believe that potential exposure exists relating to any final
negotiation of these proposed adjustments, we cannot reasonably estimate what, if any, adjustment may result when
finalized. In addition, in June 2007, we received a request from the Office of Inspector General of the Department of
Defense (“DoD IG”) seeking certain information and documents relating to our business with the Department of Defense.
We continue to cooperate with the DCAA audit and DoD IG inquiry by making available to government auditors and
investigators our personnel and furnishing the requested information and documents. The DCAA Audit and DoD IG
inquiry have now been consolidated and the US Attorney’s Office is representing the government in connection with
these matters. We recently received a settlement proposal from the US Attorney which was based on the non-acceptance
of various positions submitted by us in discussions and exchanges related to these matters. We are now reviewing the
settlement proposal for purposes of preparing our response. At this time we have no basis for quantifying any penalties or
liabilities we might face on account of the DCAA Audit and DoD IG inquiry. The aforementioned DCAA-related
adjustments could reduce margins and, along with the aforementioned DOD IG inquiry, could have an adverse effect on our
business, financial condition and results of operations.
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h.
Legal Matters
We are subject to legal proceedings and claims that arise in the normal course of business. We believe that the
final disposition of such matters will not have a material adverse effect on our financial position, results of operations or cash
flows.
In May 2010, we were served with a summons and complaint by a customer of one of our subsidiaries that
performs energy services. The complaint seeks damages in an amount of at least $1,500 and includes claims of breach of
contract, negligent installation, and breach of warranty against us and breach of warranty against the manufacturer of the
installed batteries. In January 2011, we settled all claims related to the litigation. Pursuant to the settlement, we agreed to
pay the customer $1,100, of which, $1,075 was paid by our insurance providers.
In July 2010, we were served with a summons and complaint filed in Japan by one of our 9-volt battery
customers. The complaint alleges damages associated with claims of breach of warranty in an amount of approximately
$1,400. We dispute the customer’s allegations against us and intend to vigorously defend the lawsuit. At this time, we
have no basis for assessing whether we may incur any liability as a result of the lawsuit and no accrual has been made or
reflected in the consolidated financial statements as of December 31, 2010.
In October 2008, we filed a summons and complaint against one of our vendors seeking to recover at least
$3,600 in damages, plus interest resulting from the vendor’s breach of contract and failure to perform by failing to timely
deliver product and delivering product that failed to conform to the contractual requirements. The vendor filed an answer
and counterclaim in November 2008 denying liability to us for breach of contract and asserting various counterclaims for
non-payment, fraud, unjust enrichment, unfair and deceptive trade practices, breach of covenant of good faith and fair
dealing, negligent misrepresentation, and tortuous interference with contract and prospective economic advantage. In its
answer and counterclaims, the vendor claims damages in excess of $3,500 plus interest and other incidental,
consequential and punitive damages. In September 2009, we settled all claims related to the litigation. Pursuant to the
settlement, we agreed to pay the vendor $1,500 of the $3,556 that we had previously reflected in the accounts payable line
of our Consolidated Balance Sheets relating to this matter. We further agreed to issue an $800 credit on future purchases
to our customer in this matter. This $800 credit was utilized in full during the fourth quarter of 2009. As a result, we
have recognized a net gain on litigation settlement of $1,256, and which has been reflected in the cost of products sold
line on our Consolidated Statements of Operations.
In January 2008, we filed a summons and complaint against one of our customers seeking to recover $162 in
unpaid invoices, plus interest for product supplied to the customer under a Master Purchase Agreement (“MPA”). The
customer filed an answer and counterclaim in March 2008 alleging that the product did not conform with a material
requirement of the MPA. The customer claims restitution, cost of cover, and incidental and consequential damages in an
approximate amount of $2,800. In June 2009, we received a jury verdict in our favor awarding us $162 in damages on
our claim and finding no liability on the customer’s counterclaim. We received full payment from the customer on the
award in June 2009, and in July 2009, the parties reached an agreement in which the customer agreed not to pursue an
appeal from the jury verdict.
In conjunction with our purchase/lease of our Newark, New York facility in 1998, we entered into a payment-in-
lieu of tax agreement, which provided us 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. We retained an engineering firm, which
estimated that the cost of remediation should be approximately $230. In February 1998, we entered into an agreement with a
third party which provides that we 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 us for fifty percent (50%) of the cost of correcting the
environmental concern on the Newark property. We have fully reserved for our 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. We responded by submitting a work plan to NYSDEC, which was approved in April 2002.
We 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 the NYSDEC and to the New York
State Department of Health (“NYSDOH”). The NYSDEC, with input from the NYSDOH, requested that we 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. We received the laboratory analysis and met with the NYSDEC in
70
March 2006 to discuss the results. On June 30, 2006, the Final Investigation Report was delivered to the NYSDEC by our
outside environmental consulting firm. In November 2006, the NYSDEC completed its review of the Final Investigation
Report and requested additional groundwater, soil and sediment sampling. A work plan to address the additional
investigation was submitted to the NYSDEC in January 2007 and was approved in April 2007. Additional investigation
work was performed in May 2007. A preliminary report of results was prepared by our outside environmental consulting
firm in August 2007 and a meeting with the NYSDEC and NYSDOH took place in September 2007. As a result of this
meeting, NYSDEC and NYSDOH have requested additional investigation work. A work plan to address this additional
investigation was submitted to and approved by the NYSDEC in November 2007. Additional investigation work was
performed in December 2007. Our environmental consulting firm prepared and submitted a Final Investigation Report in
January 2009 to the NYSDEC for review. The NYSDEC reviewed and approved the Final Investigation Report in June
2009 and requested the development of a Remedial Action Plan. Our environmental consulting firm developed and
submitted the requested plan for review and approval by the NYSDEC. In October 2009, we received comments back from
the NYSDEC regarding the content of the remediation work plan. Our environmental consulting form incorporated the
requested changes and submitted a revised work plan to the NYSDEC in January 2010 for review and approval. Upon
approval from the NYSDEC, environmental remediation work was completed in July and August 2010. Our environmental
consulting firm prepared a Final Engineering report which was submitted to the NYSDEC for review and approval in
October 2010. Comments on the Final Engineering report and associated documents were received from the NYSDEC in
December 2010. Our environmental consulting firm revised the Final Engineering report and submitted the report and
associated documents to the NYSDEC for review and approval in January 2011. Through December 31, 2010, total costs
incurred have amounted to approximately $340, none of which has been capitalized. At December 31, 2010 and December
31, 2009, we had $22 and $49, respectively, reserved for this matter.
A retail end-user of a product manufactured by one of our customers (the ”Customer“) made a claim against the
Customer wherein it asserted that the Customer's product, which is powered by one of our batteries, did not operate
according to the Customer's product specification. No claim has been filed against us. However, in the interest of fostering
good customer relations, in September 2002, we agreed to lend technical support to the Customer in defense of its claim.
Additionally, we assured the Customer that we would honor our warranty by replacing any batteries that were determined to
be defective. Subsequently, we learned that the end-user and the Customer settled the matter. In February 2005, we entered
into a settlement agreement with the Customer. Under the terms of the agreement, we have agreed to provide replacement
batteries for product determined to be defective, to warrant each replacement battery under our standard warranty terms and
conditions, and to provide the Customer product at a discounted price for shipments made prior to December 31, 2008 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 us from any and all liability with respect to this matter. Consequently, we do not anticipate
any further expenses with regard to this matter other than our obligation under the settlement agreement.
i.
Workers’ Compensation Self-Insured Trust
From August 2002 through August 2006, we participated in a self-insured trust to manage our workers’
compensation activity for our employees in New York State. All members of this trust had, by design, joint and several
liability during the time they participated in the trust. In August 2006, we left the self-insured trust and have obtained
alternative coverage for our workers’ compensation program through a third-party insurer. In the third quarter of 2006, we
confirmed that the trust was in an underfunded position (i.e. the assets of the trust were insufficient to cover the
actuarially projected liabilities associated with the members in the trust). In the third quarter of 2006, we recorded a
liability and an associated expense of $350 as an estimate of our potential future cost related to the trust’s underfunded
status based on our estimated level of participation. On April 28, 2008, we, along with all other members of the trust,
were served by the State of New York Workers’ Compensation Board (“Compensation Board”) with a Summons with
Notice that was filed in Albany County Supreme Court, wherein the Compensation Board put all members of the trust on
notice that it would be seeking approximately $1,000 in previously billed and unpaid assessments and further assessments
estimated to be not less than $25,000 arising from the accumulated estimated under-funding of the trust. The Summons
with Notice did not contain a complaint or a specified demand. We timely filed a Notice of Appearance in response to the
Summons with Notice. On June 16, 2008, we were served with a Verified Complaint. Subject to the results of a deficit
reconstruction that was pending, the Verified Complaint estimated that the trust was underfunded by $9,700 during the
period of December 1, 1997 – November 30, 2003 and an additional $19,400 for the period December 1, 2003 – August
31, 2006. The Verified Complaint estimated our pro-rata share of the liability for the period of December 1, 1997 –
November 30, 2003 to be $195. The Verified Complaint did not contain a pro-rata share liability estimate for the period
of December 1, 2003-August 31, 2006. Further, the Verified Complaint stated that all estimates of the underfunded status
of the trust and the pro-rata share liability for the period of December 1, 1997-November 30, 2003 were subject to
adjustment based on a forensic audit of the trust that was being conducted on behalf of the Compensation Board by a
third-party audit firm. We timely filed our Verified Answer with Affirmative Defenses on July 24, 2008. In November
2009, the New York Attorney General’s office presented the results of the deficit reconstruction of the trust. As a result
71
of the deficit reconstruction, the State of New York has determined that the trust was underfunded by $19,100 instead of
$29,100 during the period December 1, 1997 to August 31, 2006. Our pro-rata share of the liability was determined to be
$452. The Attorney General’s office has proposed a settlement by which we may avoid joint and several liability in
exchange for settlement payment of $520. Under the terms of the settlement agreement, we can satisfy our obligations by
either paying (i) a lump sum of $468, representing a 10% discount, (ii) paying the entire amount in twelve monthly
installments of $43 commencing the month following execution of the settlement agreement, or (iii) paying the entire
amount in monthly installments over a period of up to five years, with interest of 6.0, 6.5, 7.0, and 7.5% for the two,
three, four and five year periods, respectively. We elected the twelve monthly installments option and on May 3, 2010,
we received written notice from the Attorney General’s office that the Compensation Board had decided to proceed with
the settlement, as proposed, and that payments would commence in June 2010. As of December 31, 2010, our reserve is
$217 to account for the remaining five monthly installments of the $520 settlement amount.
Note 7 - Shareholders' Equity
a.
Preferred Stock
We have authorized 1,000,000 shares of preferred stock, with a par value of $0.10 per share. At December 31,
2010, no preferred shares were issued or outstanding.
b.
Common Stock
We have authorized 40,000,000 shares of common stock, with a par value of $0.10 per share.
In August 2008, we issued 7,222 unrestricted shares of common stock to our non-employee directors, valued at
$78. In November 2008, we issued 5,515 unrestricted shares of common stock to our non-employee directors, valued at
$46.
In February 2009, we issued 4,388 unrestricted shares of common stock to our non-employee directors, valued at
$37. In May 2009, we issued 10,725 unrestricted shares of common stock to our non-employee directors, valued at $76.
In August 2009, we issued 11,881 unrestricted shares of common stock to our non-employee directors, valued at $76. In
November 2009, we issued 19,345 unrestricted shares of common stock to our non-employee directors, valued at $77.
In September 2009, we issued 21,340 shares of common stock to four members of the AMTI management team in
accordance with the asset purchase agreement for AMTI, valued at $136.
In February 2010, we issued 19,346 unrestricted shares of common stock to our non-employee directors, valued
at $76. In May 2010, we issued 18,528 unrestricted shares of common stock to our non-employee directors, valued at
$87. In August 2010, we issued 16,616 unrestricted shares of common stock to our non-employee directors, valued at
$76. In November 2010, we issued 11,811 unrestricted shares of common stock to our non-employee directors, valued at
$76.
See Note 2 for additional information relating to the issuance of 200,000 shares of our common stock to the Share
Recipients of USE.
c.
Treasury Stock
At December 31, 2010 and 2009, we had 1,371,900 and 1,358,507 shares, respectively, of treasury stock
outstanding, valued at $7,652 and $7,558, respectively. The increase in treasury shares related to the vesting of restricted
stock awards for certain key employees, a portion of which were withheld as treasury shares to cover estimated individual
income taxes, since the vesting of such awards is a taxable event for the individuals.
In October 2008, the Board of Directors authorized a share repurchase program of up to $10,000 to be
implemented over the course of a six-month period. In April 2009, this share repurchase program expired. Repurchases
were made from time to time at management’s discretion, either in the open market or through privately negotiated
transactions. The repurchases were made in compliance with Securities and Exchange Commission guidelines and were
subject to market conditions, applicable legal requirements, and other factors. We had no obligation under the program to
repurchase shares and the program could have been suspended or discontinued at any time without prior notice. We
funded the purchase price for shares acquired primarily with current cash on hand and cash generated from operations, in
72
addition to borrowing from our credit facility, as necessary. Under this repurchase program, we made the following share
repurchases:
Years Ended December 31,
Shares
Amount
Shares
Amount
2009
2008
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
416,305
-
-
-
$ 3,326
-
-
-
-
-
-
212,108
$ -
-
-
1,815
Total
416,305
$ 3,326
212,108
$ 1,815
d.
Stock Options
We have various stock-based employee compensation plans, for which we follow the provisions of FASB’s
guidance on share-based payments, which requires 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 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).
Our shareholders have approved various equity-based plans that permit the grant of options, restricted stock and
other equity-based awards. In addition, our shareholders have approved the grant of options outside of these plans.
In December 2000, our shareholders approved a stock option plan for grants to key employees, directors and
consultants. 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 adopted the 2004 Long-Term Incentive Plan (“LTIP”) pursuant to which we were
authorized to issue up to 750,000 shares of common stock and grant stock options, restricted stock awards, stock
appreciation rights and other stock-based awards. In June 2006, shareholders approved an amendment to the LTIP,
increasing the number of shares of Common Stock by an additional 750,000, bringing the total shares authorized under the
LTIP to 1,500,000. In June 2008, the shareholders approved another amendment to the LTIP, increasing the number of
shares of common stock by an additional 500,000, bringing the total shares authorized under the LTIP to 2,000,000.
Options granted under the amended stock option plan and the LTIP are either Incentive Stock Options (“ISOs”) or
Non-Qualified Stock Options (“NQSOs”). Key employees are eligible to receive ISOs and NQSOs; however, directors and
consultants are eligible to receive only NQSOs. Most ISOs vest over a three- or five-year period and expire on the sixth or
seventh anniversary of the grant date. All NQSOs issued to non-employee directors vest immediately and expire on either
the sixth or seventh anniversary of the grant date. 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 December 31, 2010,
there were 1,696,694 stock options outstanding under the amended 2000 stock option plan and the LTIP.
On December 19, 2005, we granted our former President and Chief Executive Officer, John, D. Kavazanjian, an
option to purchase 48,000 shares of common stock at $12.96 per share outside of any of our equity-based compensation
plans, subject to shareholder approval. Shareholder approval was obtained on June 8, 2006. The stock option is fully vested
and expires on June 8, 2013.
On March 7, 2008, in connection with his becoming employed by us, we granted our Chief Financial Officer and
Treasurer, Philip A. Fain, an option to purchase 50,000 shares of common stock at $12.74 per share outside of any of our
equity-based compensation plans. The option vests in annual increments of 16,667 shares over a three-year period which
commenced March 7, 2009. The option expires on March 7, 2015.
On June 9, 2009, in connection with his becoming employed by us, we granted our former Vice-President of
Finance and Chief Financial Officer, John C. Casper, an option to purchase 30,000 shares of common stock at $7.1845 per
share outside of any of our equity-based compensation plans. The option was to vest in annual increments of 10,000 shares
over a three-year period commencing June 9, 2010. As a result of his resignation in November 2009, this option grant has
been cancelled.
73
In conjunction with FASB’s guidance for share-based payments, we recorded compensation cost related to stock
options of $670, $964 and $1,700 for the years ended December 31, 2010, 2009 and 2008, respectively. As of December 31,
2010, there was $937 of total unrecognized compensation costs related to outstanding stock options, which is expected to be
recognized over a weighted average period of 1.43 years.
We use 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 years ended December 31, 2010, 2009 and
2008:
Years Ended December 31,
2009
2008
2010
Risk-free interest rate
Volatility factor
Dividends
Weighted average expected life (years)
Forfeiture rate
1.67%
80.61%
0.00%
3.56
14.00%
1.69%
67.75%
0.00%
3.55
10.00%
2.33%
59.46%
0.00%
3.55
7.00%
We calculate expected volatility for stock options by taking an average of historical volatility over the past five
years and a computation of implied 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. Forfeiture rates are calculated by dividing unvested shares forfeited by beginning shares outstanding. The pre-vesting
forfeiture rate is calculated yearly and is determined using a historical twelve-quarter rolling average of the forfeiture rates.
The following table summarizes data for the stock options issued by us:
Year Ended December 31, 2010
Number
of Shares
1,805,107
468,250
(14,000)
(464,663)
Shares under option at
beginning of year .............
Options granted.....................
Options exercised .................
Options cancelled .................
Shares under option at end
Weighted
Average
Exercise
Price
Per Share
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
$10.99
5.41
3.91
10.51
of year
1,794,694
$ 9.71
3.85 years
$1,291
Vested and expected to vest
as end of year
1,622,634
$10.14
3.61 years
$1,023
Options exercisable at end
of year
1,103,100
$12.28
2.40 years
$ 229
74
Year Ended December 31,
2009
2008
Weighted
Average
Exercise
Price
Per Share
Weighted
Average
Exercise
Price
Per Share
Number
of Shares
$12.33
5.71
4.59
9.86
1,796,463
197,000
(230,840)
(84,616)
$11.51
13.19
6.93
11.93
Number
of Shares
1,651,007
620,070
(103,860)
(362,110)
Shares under option at
beginning of year ...............
Options granted ......................
Options exercised ...................
Options cancelled ...................
Shares under option at end
of year
1,805,107
$10.99
1,651,007
$12.33
Options exercisable at end of
year
1,697,301
$11.22
1,146,645
$12.64
The following table represents additional information about stock options outstanding at December 31, 2010:
Options Outstanding
Options Exercisable
Number of
Outstanding
at December 31,
2010
Weighted-
Average
Remaining
Contractual
Life
Range of
Exercise Prices
$ 3.91-$ 3.91
$ 4.41-$ 4.41
$ 4.70-$ 6.91
$ 9.70-$ 9.95
$10.13-$12.18
$12.38-$12.96
$13.22-$13.43
$15.05-$15.05
$16.15-$21.28
271,500
218,250
229,500
206,691
206,086
259,000
98,417
194,250
111,000
$ 3.91-$21.28
1,794,694
Weighted-
Average
Exercise Price
$ 3.91
$ 4.41
$ 6.46
$ 9.83
$11.08
$12.88
$13.34
$15.05
$18.39
Number
Exercisable
at December 31,
2010
84,834
-0-
1,000
203,691
182,825
241,333
84,167
194,250
111,000
Weighted-
Average
Exercise Price
$ 3.91
$ 0.00
$ 6.37
$ 9.83
$10.94
$12.89
$13.36
$15.05
$18.39
$ 9.71
1,103,100
$12.28
5.86
6.20
6.80
2.70
2.64
2.46
3.94
0.93
0.95
3.85
The weighted average fair value of options granted during the years ended December 31, 2010, 2009 and 2008 was
$3.06, $2.77 and $5.71. 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 years ended December 31, 2010, 2009 and 2008
was $43, $390 and $1,651.
FASB’s guidance for share-based payments 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. We did not record any excess
tax benefits in 2010, 2009 or 2008. Cash received from option exercises under our stock-based compensation plans for the
years ended December 31, 2010, 2009 and 2008 was $55, $226 and $1,517, respectively.
e.
Warrants
On May 19, 2006, in connection with our acquisition of ABLE New Energy Co., Ltd., we granted warrants to
acquire 100,000 shares of common stock. The exercise price of the warrants is $12.30 per share and the warrants have a
five-year term. In January 2008, 82,000 warrants were exercised, for total proceeds received of $1,009. In January 2009,
10,000 warrants were exercised, for total proceeds received of $123. At December 31, 2010, there were 8,000 warrants
outstanding.
75
f.
Restricted Stock Awards
No restricted stock was awarded during the year ended December 31, 2010.
During 2009, we issued 16,286 time-vested restricted stock awards to our executive officers. The restrictions will
lapse over a three-year period in equal installments, commencing on the first anniversary of the grant date (January 14,
2009). As of December 31, 2010, 3,444 of these shares had vested, along with 6,594 of these shares having been forfeited.
During 2009, we issued 6,000 time-vested restricted stock awards to our former Vice-President of Finance and
Chief Financial Officer, John C. Casper. The restrictions were to lapse over a two-year period in equal installments,
commencing on the first anniversary of the grant date (June 9, 2009). As a result of his resignation in November 2009, this
restricted stock award has been cancelled.
During 2009, we issued 2,500 performance-vested restricted stock awards to our former Vice-President of Finance
and Chief Financial Officer, John C. Casper. The restrictions were to lapse only if we met or exceeded the same
predetermined target for our operating performance for 2009 as used for determining cash awards pursuant to the non-equity
incentive plan. As a result of his resignation in November 2009, this restricted stock award has been cancelled.
During 2008, we issued 1,800 time-vested restricted stock awards to our Chief Financial Officer and Treasurer,
Philip A. Fain. The restrictions will lapse over a three-year period in equal installments, commencing on March 1, 2009. As
of December 31, 2010, 1,200 of these shares had vested.
During 2008, we issued 5,000 performance-vested restricted stock awards to our Chief Financial Officer and
Treasurer, Philip A. Fain. The restrictions will lapse in two equal installments only if we met or exceeded the same
predetermined target for our operating performance for 2008 and 2009 as used for determining cash awards pursuant to the
non-equity incentive plan. In March 2009, the restrictions on 2,500 shares were removed as a result of our 2008
performance. In March 2010, 2,500 shares were forfeited as a result of our 2009 performance.
Restricted stock grants awarded during the years ended December 31, 2010, 2009 and 2008 had the following
values:
Years Ended December 31,
2009
2008
2010
Number of shares awarded
Weighted average fair value per share
Aggregate total value
-
$ 0.00
$ -
24,786
$ 7.44
$ 185
6,800
$ 12.59
$ 86
The activity of restricted stock grants of common stock for the years ended December 31, 2010, 2009 and 2008
is summarized as follows:
Number of Shares
Grant Date Fair Value
Weighted Average
Unvested at December 31, 2007
Granted
Vested
Forfeited
Unvested at December 31, 2008
Granted
Vested
Forfeited
Unvested at December 31, 2009
Granted
Vested
Forfeited
Unvested at December 31, 2010
91,903
6,800
(22,039)
-
76,664
24,786
(31,093)
(23,830)
46,527
-
(9,944)
(27,535)
9,048
$ 11.28
12.59
11.02
-
$ 11.47
7.44
11.60
9.81
$ 11.42
0.00
12.69
10.80
11.94
We recorded compensation cost related to restricted stock grants of $92, $100 and $442 for the years ended
December 31, 2010, 2009 and 2008, respectively. During the third quarter of 2009, we determined that the performance
76
measures for certain performance-based restricted stock grants would not be achieved. Therefore, these restricted stock
grants will not vest, and we reversed the prior period recognized expense of $301 for these performance-based restricted
stock grants. As of December 31, 2010, we had $68 of total unrecognized compensation expense related to restricted stock
grants, which is expected to be recognized over the remaining weighted average period of approximately 0.77 years. The
total fair value of these grants that vested during the years ended December 31, 2010, 2009 and 2008 was $44, $209 and
$271, respectively.
g.
Reserved Shares
We have reserved 2,065,366, 2,106,617, and 2,183,392 shares of common stock under the various stock option
plans, warrants and restricted stock awards as of December 31, 2010, 2009, and 2008 respectively.
Note 8 - Income Taxes
The provision for income taxes expense (benefit) consists of:
December 31,
2010
December 31,
2009
December 31,
2008
Current:
Federal
State
Deferred:
Federal
State
Foreign
$
$
(582)
27
(555)
(115)
-
-
(115)
$
17
14
31
360
-
-
360
Total
$
(670)
$
391
$
559
23
582
3,453
-
(156)
3,297
3,879
We reflected a tax benefit of $670 for the year ended December 31, 2010. The 2010 tax benefit is principally a
result of our realization of a current tax benefit related to our election in 2010 to carry back the 2009 net operating loss to the
prior five tax years. This amount was partially offset by state income taxes due for 2010. This election resulted in us
receiving a refund of any alternative minimum taxes paid in the prior five years. In addition, we realized a deferred tax
benefit as a result of the reassessment of the net required deferred tax liability. This reassessment was required due to the
impairment of certain goodwill and other intangible assets by us in 2010.
We reflected a tax provision of $391 for the year ended December 31, 2009. The 2009 tax provision is principally
a result of the increase in the net deferred tax liability related to liabilities generated from goodwill and certain intangible
assets that cannot be predicted to reverse for book purposes during our loss carryforward periods. The current federal tax
provision relates to additional 2008 income tax that was paid in 2009. We were not subject to the alternative minimum tax
in the U.S. in 2009.
We reflected a tax provision of $3,879 for the year ended December 31, 2008. The 2008 tax provision included an
approximate $3,100 non-cash charge to record a deferred tax liability for liabilities generated from goodwill and certain
intangible assets that cannot be predicted to reverse for book purposes during our loss carryforward periods. Substantially
all of this adjustment related to book/tax differences that occurred during 2007 and were identified during the second
quarter of 2008. In connection with this adjustment, we reviewed the illustrative list of qualitative considerations
provided in SEC Staff Accounting Bulletin No. 99 and other qualitative factors in our determination that this adjustment
was not material to the 2007 consolidated financial statements or this annual report on Form 10-K. The 2008 tax
provision was also due to the application of the limitation of net operating losses in the computation of the alternative
minimum tax in the U.S. Therefore, we were subject to income taxes for the year ended December 31, 2008. In addition, we
recognized a deferred tax benefit for the losses recorded in China.
77
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of our
deferred tax liabilities and assets are as follows:
Deferred tax liabilities:
Property, plant and equipment
Intangible assets and other
Total deferred tax liabilities
Deferred tax assets:
Net operating loss carryforwards
Intangible assets
Accrued expenses, reserves and other
Investments
Total deferred tax assets
December 31,
2010
December 31,
2009
$ 661
3,789
4,450
$ 1,155
4,081
5,236
16,146
5,423
5,101
342
27,012
19,161
1,398
6,298
342
27,199
Valuation allowance for deferred tax assets
Net deferred tax assets
(26,260)
752
(25,775)
1,424
Net deferred tax liability
$ (3,698)
$ (3,812)
The $3,698 net deferred tax liability for the year ended December 31, 2010 is comprised of a long-term deferred
tax liability of $3,906, offset in part by a current deferred tax asset of $208. The $3,812 net deferred tax liability for the year
ended December 31, 2009 is comprised of a long-term deferred tax liability of $4,100, offset in part by a current deferred tax
asset of $288.
In 2010, 2009 and 2008, we continue to report a valuation allowance for our deferred tax assets that cannot be
offset by reversing temporary differences in the U.S., the U.K. and China arising from the conclusion that we would not be
able to utilize our U.S., U.K. and China NOL’s that had accumulated over time. The recognition of the valuation allowance
on our deferred tax asset resulted from our evaluation of all available evidence, both positive and negative. The assessment
of the realizability of the NOL’s was based on a number of factors including, our history of net operating losses, the volatility
of our earnings, our historical operating volatility, our historical ability to accurately forecast earnings for future periods and
the continued uncertainty of the general business climate as of the end of 2010. We concluded that these factors represent
sufficient negative evidence and have concluded that we should record a full valuation allowance under FASB’s guidance on
the accounting for income taxes. We continually assess the carrying value of this asset based on relevant accounting
standards.
As of December 31, 2010, we have foreign and domestic NOL’s totaling approximately $53,188 available to reduce
future taxable income. Foreign loss carryforwards of approximately $9,580 can be carried forward indefinitely. The domestic
NOL carryforward of $43,608 expires from 2019 through 2029. The domestic NOL carryforward includes approximately
$2,910 for which a benefit will be recorded in capital in excess of par value when realized.
We have determined that a change in ownership, as defined under Internal Revenue Code Section 382, occurred
during 2005 and 2006. As such, the domestic NOL carryforward will be subject to an annual limitation estimated to be in the
range of approximately $12,000 to $14,500. The unused portion of the annual limitation can be carried forward to
subsequent periods. We believe such limitation will not impact our ability to realize the deferred tax asset. In addition,
certain of our 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 2010 and
2009. However, this limitation did have an impact of $559 on income taxes for 2008. The use of our U.K. NOL
carryforwards may be limited due to the change in the U.K. operation during 2008 from a manufacturing and assembly
center to primarily a distribution and service center.
78
For financial reporting purposes, income (loss) before income taxes is as follows:
United States
Foreign
Total
December 31,
2010
December 31,
2009
December 31,
2008
$ (5,512)
(1,367)
$ (6,317)
(2,523)
$ 21,364
(3,860)
$ (6,879)
$ (8,840)
$ 17,504
There are no undistributed earnings of our foreign subsidiaries, at December 31, 2010 or December 31, 2009.
We have been granted a tax holiday in China. As a result of new legislation effective for 2008, ABLE’s
corporate income rate increased to 9%, which is 50% of the new 2008 tax rate of 18%. For 2009, ABLE’s corporate
income rate increased to 10%, which is 50% of the normal 20% tax rate for the jurisdiction in which we operate.
Thereafter, our tax rate in China will be phased in until ultimately reaching a rate of 25% in 2012. During the years ended
December 31, 2010, 2009 and 2008, we realized no tax benefits from the tax holiday due to taxable losses.
The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S.
statutory federal income tax rate to income before income taxes as follows:
December 31,
2010
December 31,
2009
December 31,
2008
Provision/(benefit) computed using the statutory rate
(34.0)%
(34.0)%
34.0%
Increase (reduction) in taxes resulting from:
State tax, net of federal benefit
Foreign
Valuation allowance/deferred impact
Compensation
Other
Provision (benefit) for income taxes
(0.1)
6.9
14.6
2.6
0.3
(9.7)%
0.1
9.6
23.1
4.1
1.5
4.4%
(0.1)
6.5
(21.6)
2.7
0.7
22.2%
In 2010, the benefit for income taxes was lower than what would be expected if the statutory rate were applied to
pretax income. This is due primarily to three factors. The first factor is the continuation of reflecting a full valuation
allowance for our U.S, U.K. and China deferred tax assets, resulting generally in no recognition of a tax benefit for the losses
in 2010. The second factor is principally a result of our realization of a current tax benefit related to our election in 2010 to
carry back the 2009 net operating loss to the prior five tax years. This election resulted in us receiving a refund of alternative
minimum taxes paid in the prior five years. The third factor was that we realized a deferred tax benefit as a result of the
reassessment of the net required deferred tax liability. This reassessment was required due to the impairment of certain
goodwill and other intangible assets for us in 2010.
In 2009, the provision for income taxes was higher than what would be expected if the statutory rate were applied to
pretax income. This is due to the continuation of reflecting a full valuation allowance for our U.S, U.K. and China deferred
tax assets. In 2008, the provision for income taxes was lower than what would be expected if the statutory rate were applied
to pretax income. This is due to the continuation of reflecting a full valuation allowance for our U.S. and U.K. deferred tax
assets.
Accounting for Uncertainty in Income Taxes
We have adopted FASB’s guidance for the Accounting for Uncertainty in Income Taxes. As a result of the
implementation of this guidance, there was no cumulative effect adjustment for unrecognized tax benefits, which would
have been accounted for as an adjustment to the January 1, 2007 balance of retained earnings. We have recorded no
liability for income taxes associated with unrecognized tax benefits at the date of adoption and have not recorded any
liability associated with unrecognized tax benefits during 2008, 2009 and 2010, and as such, have not recorded any
interest or penalty in regard to any unrecognized benefit. Our policy regarding interest and/or penalties related to income
79
tax matters is to recognize such items as a component of income tax expense (benefit). It is possible that a liability
associated with our unrecognized tax benefits will increase or decrease within the next twelve months.
As a result of our operations, we file income tax returns in various jurisdictions including U.S. federal, U.S. State
and foreign jurisdictions. We are routinely subject to examination by taxing authorities in these various jurisdictions.
Our U.S. tax matters for the years 2005 through 2010 remain subject to examination by the Internal Revenue Service
(“IRS”). Our U.S. tax matters for the years 2004 through 2010 remain subject to examination by various state and local
tax jurisdictions. Our tax matters for the years 2004 through 2010 remain subject to examination by the respective
foreign tax jurisdiction authorities. Our tax year 2009 U.S. federal income tax return is under examination by the IRS.
Currently management believes the ultimate resolution of the 2009 examination will not result in any material effect to
our financial position or results of operations.
Note 9 - 401(k) Retirement Benefit Plan
We maintain a defined contribution 401(k) plan covering substantially all employees. Employees can contribute a
portion of their salary or wages as prescribed under Section 401(k) of the Internal Revenue Code and, subject to certain
limitations, we may, at the Board of Directors discretion, authorize an employer contribution based on a portion of the
employees' contributions. Effective February 2004, the Board of Directors approved our matching of employee
contributions at the rate of 50% of the first 4% contributed by an employee, or a maximum of 2% of the employee's income.
In November 2005, the employer match was suspended in an effort to conserve cash. In October 2007, the employer match
was reinstated at the rate of 50% of the first 4% contributed by an employee, or a maximum of 2% of the employee’s
income. During the fourth quarter of 2009, the employer match was temporarily suspended in an effort to conserve cash and
control costs. In January 2010, the employer match was reinstated at the rate of 50% of the first 4% contributed by an
employee, or a maximum of 2% of the employee’s income. For 2010, 2009, and 2008 we contributed $379, $333, and $363,
respectively.
Note 10 - Business Segment Information
Beginning January 1, 2010, we now report our results in three operating segments instead of four: Battery &
Energy Products; Communications Systems; and Energy Services. This change in segment reporting is more consistent
with how we now manage our business operations. The Non-Rechargeable Products and Rechargeable Products
segments have been combined into a single segment called Battery & Energy Products. The Communications Systems
segment now includes our RedBlack Communications business, which was previously included in the Design &
Installation Services segment. The Design & Installation Services segment has been renamed Energy Services and
encompassed our standby power and wireless businesses. Research, design and development contract revenues and
expenses, which were previously included in the Design & Installation Services segment, have been captured under the
respective operating segment in which the work is performed. Segment information previously reported has been
reclassified to conform to the current year presentation.
The Battery & Energy Products segment includes: lithium 9-volt, cylindrical and various other non-rechargeable
batteries, in addition to rechargeable batteries, uninterruptable power supplies and accessories, such as cables. The
Communications Systems segment includes: power supplies, cable and connector assemblies, RF amplifiers, amplified
speakers, equipment mounts, case equipment, integrated communication system kits, charging systems and
communications and electronics systems design. The Energy Services segment includes: standby power and systems
design, installation and maintenance activities. We look at our segment performance at the gross margin level, and we do
not allocate research and development, except for research, design and development contracts as noted above, 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.
80
2010
Revenues
Segment contribution
Interest expense, net
Miscellaneous
Income taxes-current
Income taxes-deferred
Noncontrolling interest
Net loss attributable
to Ultralife
Total assets
Capital expenditures
Depreciation and
amortization
Impairment of goodwill
and long-lived assets
Stock-based
compensation
2009
Revenues
Segment contribution
Interest expense, net
Miscellaneous
Income taxes-current
Income taxes-deferred
Noncontrolling interest
Net loss attributable
to Ultralife
Total assets
Capital expenditures
Depreciation and
amortization
Stock-based
compensation
2008
Revenues
Segment contribution
Interest expense, net
Gain on debt conversion
Miscellaneous
Income taxes-current
Income taxes-deferred
Noncontrolling interest
Net income attributable
to Ultralife
Battery &
Energy
Products
$ 94,643
21,653
Communications
Systems
$ 72,176
25,003
Energy
Services
$ 11,758
(87)
Corporate
$ -
(52,450)
(1,169)
171
555
115
30
51,747
1,182
2,537
-
107
46,941
195
115
-
7
Battery &
Energy
Products
$ 93,973
17,479
Communications
Systems
$ 60,322
17,830
Total
$ 178,577
(5,881)
(1,169)
171
555
115
30
(6,179)
114,835
1,815
5,350
6,184
54
211
9,963
384
2,487
13,793
-
13,793
20
943
1,077
Energy
Services
Corporate
$ 17,814 $ -
1,551
(44,222)
(1,465)
(13)
(31)
(360)
(10)
Total
$ 172,109
(7,362)
(1,465)
(13)
(31)
(360)
(10)
(9,241)
46,976
1,037
2,538
36
55,888
164
18,341
215
9,961
619
131,166
2,035
189
-
170
18
2,830
5,727
1,276
1,330
Battery &
Energy
Products
$ 95,209
15,271
Communications
Systems
Energy
Services
$ 148,170
40,309
$ 11,321
1,363
Corporate
$ -
(39,638)
(930)
313
816
(582)
(3,297)
38
Total
$ 254,700
17,305
(930)
313
816
(582)
(3,297)
38
13,663
81
Total assets
Capital expenditures
Depreciation and
amortization
Stock-based
compensation
Geographical Information
56,194
2,781
2,785
148
46,774
62
20,678
74
68
-
89
40
5,941
870
3,028
2.078
129,587
3,787
5,970
2,266
United Kingdom
China
Hong Kong
India
Europe,
excluding United
Kingdom
Japan
Singapore
Canada
Australia
Other
Total Non-U.S.
2010
$19,507
5.706
1,255
356
Revenues
2009
$ 8,765
2,604
1,242
384
2008
$ 18,098
2,357
844
115
Long-Lived Assets
2010
$ 515
1,413
-
65
2009
$ 730
1,479
-
65
2008
1,085
1,808
-
51
11,665
1,232
1,011
8,441
1,086
5,042
55,301
9,390
1,190
362
5,339
1,193
3,604
34,073
8,628
3,651
1,193
9,699
1,538
3,205
49,328
-
-
-
-
-
-
1,993
-
-
-
-
-
-
2,274
-
-
-
-
-
-
2,944
United States
123,276
138,036
205,372
12,492
14,374
15,521
Total
$178,577 $172,109 $254,700
$14,485 $16,648 $18,465
Long-lived assets represent the sum of the net book value of property, plant and equipment.
Note 11 - Fire at Manufacturing Facility
In November 2006, we experienced a fire that damaged certain inventory and property at our facility in China,
which began in a battery storage area. Certain inventory and portions of buildings were damaged. We believe we maintain
adequate insurance coverage for this operation. The total amount of the loss pertaining to assets and the related expenses
was approximately $849. The majority of the insurance claim is related to the recovery of damaged inventory. In July 2007,
we received approximately $637 as a partial payment on our insurance claim, which resulted in no gain or loss being
recognized. In March 2008, we received a final settlement payment of $191, which offset the outstanding receivable of
approximately $152 and resulted in a non-operating gain of approximately $39.
Note 12 – Subsequent Events
On March 8, 2011, our senior management, as authorized by our Board of Directors, decided to exit our Energy
Services business. As a result of management’s ongoing review of our business segments and products, and taking into
account the growth and profitability potential of the Energy Services segment as well as its sizeable operating losses over
the last several years, we determined it was appropriate to refocus our operations on profitable growth opportunities
presented in our other segments, Battery & Energy Products and Communications Systems. In the fourth quarter of 2010,
we recorded a non-cash impairment charge of $13,793 to write-off the goodwill and intangible assets and certain fixed
assets associated with the standby power portion of our Energy Services business. We anticipate that the actions taken to
exit our Energy Services business will result in the elimination of approximately 40 jobs and the closing of five facilities,
primarily in California, Florida and Texas, over several months. We expect to complete all exit activities with respect to
our Energy Services segment by the end of the third quarter. Upon completion, we will reclassify our Energy Services
segment as a discontinued operation.
In connection with the exit activities described above, we expect that we will record total restructuring charges
of approximately $3,200, the majority of which are related to employee-related costs, including termination benefits, lease
82
termination costs and inventory and fixed asset write-downs, of which approximately $1,200 will be recorded in the first
quarter of 2011. The cash component of the aggregate charge is expected to be approximately $2,200.
Note 13 - Selected Quarterly Information (unaudited)
The following table presents reported net revenues, gross margin (net sales less cost of products sold), net income
(loss) attributable to Ultralife and net income (loss) attributable to Ultralife common share, basic and diluted, for each quarter
during the past two years:
2010
Revenues
Gross margin
Net income (loss) attributable to
Ultralife
Net income (loss) attributable to
Ultralife common shares - basic
Net income (loss) attributable to
Ultralife common share - diluted
2009
Revenues
Gross margin
Net income (loss) attributable to
Ultralife
Net income (loss) attributable to
Ultralife common shares - basic
Net income (loss) attributable to
Ultralife common share - diluted
Quarter ended
March 28,
June 27,
2010
$ 38,507
9,758
2010
$ 37,024
9,420
Sept 26,
2010
$ 53,281
14,872
Dec 31,
2010
$ 49,765
12,519
Full
Year
$ 178,577
46,569
287
20
4,526
(11,012)
(6,179)
0.02
0.02
0.00
0.00
0.26
(0.64)
(0.36)
0.26
(0.64)
(0.36)
Quarter ended
March 29,
June 28,
2009
$ 39,803
7,781
2009
$ 39,593
6,780
Sept 27,
2009
$ 42,363
10,364
Dec 31,
2009
$ 50,350
11,935
Full
Year
$ 172,109
36,860
(2,512)
(6,964)
(605)
840
(9,241)
(0.15)
(0.41)
(0.04)
0.05
(0.54)
(0.15)
(0.41)
(0.04)
0.05
(0.54)
Our monthly closing schedule is a 5/4/4 weekly-based cycle for each fiscal quarter, as opposed to a calendar
month-based cycle for each fiscal quarter. While the actual dates for the quarter-ends will change slightly each year, we
believe that there are not any material differences when making quarterly comparisons.
Quarterly and year-to-date computations of per share amounts are made independently; therefore, the sum of per
share amounts for the quarters may not equal per share amounts for the year.
ITEM 9.
FINANCIAL DISCLOSURE
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation Of Disclosure Controls And Procedures – Our president and chief executive officer (principal
executive officer) and our chief financial officer and treasurer (principal financial officer) have evaluated our disclosure
controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)) as of the end of the period covered by this
annual report. Based on this evaluation, our president and chief executive officer and chief financial officer and treasurer
concluded that our disclosure controls and procedures were effective as of such date.
83
Changes In Internal Controls Over Financial Reporting –There has been no change in the internal control over
financial reporting (as defined in Securities Exchange Act Rule 13a-15(f)) that occurred during the fourth quarter of the
fiscal year covered by this annual report that has materially affected, or is reasonably likely to materially affect, the
internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting – Our management team is responsible
for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of the inherent limitations of internal control systems, our internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31,
2010. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on our assessment, we concluded that,
as of December 31, 2010, our internal control over financial reporting was effective based on those criteria.
BDO USA, LLP, an independent registered public accounting firm that audited the financial statements included in
this report, has issued a report on the operating effectiveness of internal control over financial reporting. A copy of the report
follows:
Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial Reporting
Board of Directors and Shareholders
Ultralife Corporation
Newark, New York
We have audited Ultralife Corporation’s internal control over financial reporting as of December 31, 2010, based on
criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). Ultralife Corporation’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying “Item 9A – Controls and Procedures.” Our responsibility is to express
an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
84
In our opinion, Ultralife Corporation maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Ultralife Corporation as of December 31, 2010 and 2009, and the related
consolidated statements of operations, changes in shareholders’ equity and accumulated other comprehensive income
(loss), and cash flows for each of the three years in the period ended December 31, 2010 and our report dated March 15,
2011 expressed an unqualified opinion thereon.
/s/ BDO USA, LLP
Troy, Michigan
March 15, 2011
ITEM 9B. OTHER INFORMATION
None.
85
PART III
The information required by Part III, other than as set forth in Item 12, and each of the following items is omitted
from this report and will be presented in our definitive proxy statement (“Proxy Statement”) to be filed pursuant to
Regulation 14A, not later than 120 days after the end of the fiscal year covered by this report, in connection with our 2011
Annual Meeting of Shareholders, which information included therein is incorporated herein by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The sections entitled "Election of Directors", "Executive Officers", "Section 16(a) Beneficial Ownership Reporting
Compliance" and "Corporate Governance" in the Proxy Statement are incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The sections entitled "Executive Compensation", “Directors’ Compensation”, “Employment Arrangements” and
"Compensation and Management Committee Report" in the Proxy Statement are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The section entitled “Security Ownership of Certain Beneficial Owners” and “Security Ownership of
Management” in the Proxy Statement is incorporated herein by reference.
Equity Compensation Plan Information
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
1,705,742
$ 9.55
278,172
98,000
1,803,742
12.85
$ 9.73
-
278,172
Plan Category
Equity compensation
plans approved by
security holders
Equity compensation
plans not approved by
security holders
Total
See Note 7 in Notes to Consolidated Financial Statements for additional information.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The section entitled "Corporate Governance - General" in the Proxy Statement is incorporated herein by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The section entitled "Proposal to Ratify the Selection of Independent Registered Accounting Firm - Principal
Accountant Fees and Services" in the Proxy Statement is incorporated herein by reference.
86
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a)
Documents filed as part of this report:
1. Financial Statements
The financial statements and schedules required by this Item 15 are set forth in Part II, Item 8 of this
report.
2.
Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts
See Item 15 (c)
(b)
Exhibits. The following exhibits are filed as a part of this report:
Exhibit
Index
Description of Document
Incorporated By Reference from:
3.1
Restated Certificate of Incorporation
3.2
By-laws
3.3
Amendment to By-laws
4.1
Specimen Stock Certificate
10.1*
Technology Transfer Agreement
relating to Lithium Batteries
10.2*
10.3*
Technology Transfer Agreement
relating to Lithium Batteries
Amendment to the Agreement relating
to rechargeable batteries
10.4†
Ultralife Batteries, Inc. 2000 Stock
Option Plan
10.5†
10.6
10.7
10.8
Ultralife Batteries, Inc. Amended and
Restated 2004 Long-Term Incentive
Plan
Agreement on Transfer of Shares in
ABLE New Energy Co., Limited dated
January 25, 2006
First Amendment to Agreement on
Transfer of Shares in ABLE New
Energy Co., Limited
Agreement on Transfer of Equity
Shares in ABLE New Energy Co., Ltd
dated January 25, 2006
87
Exhibit 3.1 of the Form 10-K for the year
ended December 31, 2008, filed March 13,
2009
Exhibit 3.2 of Registration Statement, No
33-54470 (the “1992 Registration
Statement”)
Exhibit 3.3 of the Form 10-K for the year
ended December 31, 2009, filed March 16,
2010
Exhibit 4.1 of the Form 10-K for the year
ended December 31, 2008, filed March 13,
2009
Exhibit 10.19 of our Registration Statement
on Form S-1 filed on October 7, 1994, File
No. 33-84888 (the “1994 Registration
Statement”)
Exhibit 10.20 of the 1994 Registration
Statement
Exhibit 10.24 of our Form 10-K for the
fiscal year ended June 30, 1996 (this
Exhibit may be found in SEC File No. 0-
20852)
Exhibit 99.1 of our Registration Statement
on Form S-8 filed on May 15, 2001, File
No. 333-60984 (the “2001 Registration
Statement”)
Exhibit 99.2 of our Registration Statement
on Form S-8 filed on July 26, 2004, File
No. 333-117662
Exhibit 10.1 of the Form 10-Q for the fiscal
quarter ended April 1, 2006 (the “March
2006 10-Q)
Exhibit 10.2 of the March 2006 10-Q
Exhibit 10.3 of the March 2006 10-Q
10.9†
10.10
10.11
10.12
10.13
10.14
10.15†
10.16†
10.17
10.18
10.19†
10.20†
10.21†
10.22†
Amendment No. 1 to Ultralife
Batteries, Inc. Amended and Restated
2004 Long-Term Incentive Plan
Stock Purchase Agreement by and
among Innovative Solutions
Consulting, Inc., Michele A. Aloisio,
Marc DeLaVergne, Thomas R.
Knowlton, Kenneth J. Wood, W.
Michael Cooper, and the Registrant,
dated September 12, 2007
Placement Agency Agreement dated
November 8, 2007 by and between the
Registrant and Stephens, Inc.
Stock Purchase Agreement by and
among Stationary Power Services, Inc.,
William Maher, and the Registrant
dated October 30, 2007
Subordinated Convertible Promissory
Note with William Maher
Stock Purchase Agreement by and
among Reserve Power Systems, Inc.,
William Maher, Edward Bellamy, and
the Registrant dated October 30, 2007
Amendment No. 2 to Ultralife
Batteries, Inc. Amended and Restated
2004 Long-Term Incentive Plan
Amendment No. 3 to Ultralife
Batteries, Inc. Amended and Restated
2004 Long-Term Incentive Plan
Asset Purchase Agreement by and
among U.S. Energy Systems, Inc., Ken
Cotton, Shawn O’Connell, Simon
Baitler, and the Registrant and
Stationary Power Services, Inc. dated
October 31, 2008
Asset Purchase Agreement by and
among U.S. Power Services, Inc., Ken
Cotton, Shawn O’Connell, Simon
Baitler, and the Registrant and
Stationary Power Services, Inc. dated
October 31, 2008
Amendment to Employment
Agreement between the Registrant and
John D. Kavazanjian
Amendment to Employment
Agreement between the Registrant and
William A. Schmitz
Amendment to Employment
Agreement between the Registrant and
Robert W. Fishback
Amendment to Employment
Agreement between the Registrant and
Peter F. Comerford
88
Exhibit 99.3 of our Registration Statement
on Form S-8 filed August 18, 2006, File
No. 333-136737
Exhibit 10.1 of the Form 10-Q for the fiscal
quarter ended September 29, 2007, filed
November 7, 2007
Exhibit 10.1 of the Form 8-K filed
November 9, 2007
Exhibit 10.48 of the Form 10-K for the
year ended December 31, 2007, filed
March 19, 2008
Exhibit 10.49 of the Form 10-K for the
year ended December 31, 2007, filed
March 19, 2008
Exhibit 10.50 of the Form 10-K for the
year ended December 31, 2007, filed
March 19, 2008
Exhibit 99.4 of our Registration Statement
on Form S-8 filed November 13, 2008, File
No. 333-155349
Exhibit 99.5 of our Registration Statement
on Form S-8 filed November 13, 2008, File
No. 333-155349
Exhibit 10.34 of the Form 10-K for the
year ended December 31, 2008, filed
March 13, 2009
Exhibit 10.35 of the Form 10-K for the
year ended December 31, 2008, filed
March 13, 2009
Exhibit 10.36 of the Form 10-K for the
year ended December 31, 2008, filed
March 13, 2009
Exhibit 10.37 of the Form 10-K for the
year ended December 31, 2008, filed
March 13, 2009
Exhibit 10.38 of the Form 10-K for the
year ended December 31, 2008, filed
March 13, 2009
Exhibit 10.39 of the Form 10-K for the
year ended December 31, 2008, filed
March 13, 2009
10.23
10.24
10.25
10.26†
10.27†
10.28†
10.29
10.30
10.31
10.32
10.33
10.34
Amended and Restated Credit
Agreement dated as of January 27,
2009, with the Lenders Party Hereto
and JPMorgan Chase Bank, N.A. as
Administrative Agent
Amendment No.1 to the Stock
Purchase Agreement by and among
Innovative Solutions Consulting, Inc.,
Michele A. Aloisio, Marc DeLaVergne,
Thomas R. Knowlton, Kenneth J.
Wood, W. Michael Cooper, and the
Registrant, dated September 12, 2007
Amended and Restated Subordinated
Promissory Note with William Maher
effective March 28, 2009
Employment Agreement between the
Registrant and John D. Kavazanjian
Employment Agreement between the
Registrant and William A. Schmitz
Employment Agreement between the
Registrant and Peter F. Comerford
Waiver and Amendment Number One
to Amended and Restated Credit
Agreement as of June 28, 2009, with
the Lenders Party Thereto and
JPMorgan Chase Bank, N.A. as
Administrative Agent
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
Credit Agreement with RBS Business
Capital, a division of RBS Asset
Finance, Inc. dated as of February 17,
2010
Revolving Credit Note with RBS
Business Capital, a division of RBS
Asset Finance, Inc. dated as of
February 17, 2010
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
Pledge and Security Agreement in
favor of RBS Business Capital, a
division of RBS Asset Finance, Inc.
dated as of February 17, 2010
89
Exhibit 99.1 of the Form 8-K filed on
February 2, 2009
Exhibit 99.1 of the Form 8-K filed on
February 13, 2009
Exhibit 10.3 of the Form 10-Q for the fiscal
quarter ended March 29, 2009, filed May 7,
2009
Exhibit 99.1 of the Form 8-K filed on July
9, 2009
Exhibit 99.2 of the Form 8-K filed on July
9, 2009
Exhibit 10.30 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
Exhibit 10.4 of the Form 10-Q for the fiscal
quarter ended June 28, 2009, filed August
10, 2009
Exhibit 10.32 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
Exhibit 10.33 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
Exhibit 10.34 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
Exhibit 10.35 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
Exhibit 10.36 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
10.35
10.36
10.37
10.38
10.39†
10.40†
10.41
21
23.1
31.1
31.2
32.1
Negative Pledge – Real Property with
RBS Business Capital, a division of
RBS Asset Finance, Inc. dated as of
February 17, 2010
Patents Security Agreement with RBS
Business Capital, a division of RBS
Asset Finance, Inc. dated as of
February 17, 2010
Trademark Security Agreement with
RBS Business Capital, a division of
RBS Asset Finance, Inc. dated as of
February 17, 2010
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
Addendum to Employment Agreement
between the Registrant and John D.
Kavazanjian
Employment Agreement between the
Registrant and Michael D. Popielec
dated December 6, 2010
First Amendment to Credit Agreement
with RBS Business Capital, a division
of RBS Asset Finance, Inc. dated as of
February 17, 2010
Subsidiaries
Consent of BDO USA, LLP
CEO 302 Certifications
CFO 302 Certifications
906 Certifications
Exhibit 10.37 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
Exhibit 10.38 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
Exhibit 10.39 of the Form 10-K for the
year ended December 31, 2009, filed
March 16, 2010
Exhibit 10.9 of the Form 10-Q for the fiscal
quarter ended March 28, 2010, filed May 7,
2010
Exhibit 99.1 of Form 8-K filed on May 27,
2010
Filed herewith
Exhibit 10.1 of the Form 8-K filed on
January 21, 2011
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
* Confidential treatment has been granted as to certain portions of this exhibit.
† Management contract or compensatory plan or arrangement.
90
(c)
Financial Statement Schedules.
The following financial statement schedules of the Registrant are filed herewith:
Schedule II – Valuation and Qualifying Accounts
Additions
Allowance for doubtful accounts
Inventory reserves
Warranty reserves
Deferred tax valuation allowance
Allowance for doubtful accounts
Inventory reserves
Warranty reserves
Deferred tax valuation allowance
Allowance for doubtful accounts
Inventory reserves
Warranty reserves
Deferred tax valuation allowance
Charged to
Other
Accounts
December 31,
2009
Charged to
Expense
Deductions
$ 1,024 $ (216) $ (7) $ 311
586
481
(600)
3,990
1,182
25,775
387
542
(115)
(10)
-
-
Additions
Charged to
Other
Accounts
December 31,
2008
Charged to
Expense
Deductions
$ 1,086 $ 188 $ (42) $ 208
-
215
(1,810)
2,850
1,010
23,605
1,123
387
360
17
-
-
December 31,
2010
$ 490
3,781
1,243
26,260
December 31,
2009
$ 1,024
3,990
1,182
25,775
Additions
Charged to
Other
Accounts
December 31,
2007
Charged to
Expense
$ 485 $ 675 $ (11)
(65)
-
-
2,333
501
27,149
619
921
3,297
Deductions
December 31,
2008
$ 63 $ 1,086
2,850
1,010
23,605
37
412
6,841
91
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 15, 2011
ULTRALIFE CORPORATION
By: /s/ Michael D. Popielec
Michael D. Popielec
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: March 15, 2011
Date: March 15, 2011
Date: March 15, 2011
Date: March 15, 2011
Date: March 15, 2011
Date: March 15, 2011
Date: March 15, 2011
Date: March 15, 2011
Date: March 15, 2011
/s/ Michael D. Popielec
Michael D. Popielec
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Philip A. Fain
Philip A. Fain
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Steven M. Anderson
Steven M. Anderson (Director)
/s/ Patricia C. Barron
Patricia C. Barron (Director)
/s/ James A. Croce
James A. Croce (Director)
/s/ Thomas L. Saeli
Thomas L. Saeli (Director)
/s/ Robert W. Shaw II
Robert W. Shaw II (Director)
/s/ Ranjit C. Singh
Ranjit C. Singh (Director)
/s/ Bradford T. Whitmore
Bradford T. Whitmore (Director)
92
SUBSIDIARIES
Exhibit 21
We have a 100% ownership interest in Ultralife Batteries (UK) Ltd., incorporated in the United Kingdom.
We have a 100% ownership interest in ABLE New Energy Co., Limited, incorporated in Hong Kong, which has a 100%
interest ownership in ABLE New Energy Co., Ltd, incorporated in the People’s Republic of China.
We have a 100% ownership interest in McDowell Research Co., Inc., incorporated in Delaware.
We have a 100% ownership interest in RedBlack Communications, Inc., incorporated in Maryland.
We have a 100% ownership interest in Ultralife Energy Services Corporation (formerly Stationary Power Services, Inc.)
incorporated in Florida.
We have a 51% ownership interest in Ultralife Batteries India Private Limited, incorporated in India.
93
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (Nos. 333-67808,
333-90984, 333-110426 and 333-136742) and Forms S-8 (Nos. 333-31930, 333-60984, 333-114271, 333-117662, 333-
136737, 333-136738, 333-155347 and 333-155349) of Ultralife Corporation of our reports dated March 15, 2011
relating to the consolidated financial statements and schedule, and the effectiveness of internal control over financial
reporting, which appear in this Form 10-K.
/s/ BDO USA, LLP
Troy, Michigan
March 15, 2011
94
I, Michael D. Popielec, certify that:
Exhibit 31.1
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Ultralife Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s
board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: March 15, 2011
/s/ Michael D. Popielec
Michael D. Popielec,
President and Chief Executive Officer
95
I, Philip A. Fain, certify that:
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Ultralife Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s
board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: March 15, 2011
/s/ Philip A. Fain
Philip A. Fain,
Chief Financial Officer and Treasurer
96
Section 1350 Certification
Exhibit 32.1
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”),
Michael D. Popielec and Philip A. Fain, the President and Chief Executive Officer and Chief Financial Officer and
Treasurer, respectively, of Ultralife Corporation, certify that (i) the Annual Report on Form 10-K for the year ended
December 31, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and (ii) the information contained in such report fairly presents, in all material respects, the financial condition and results of
operations of Ultralife Corporation.
A signed original of this written statement required by Section 906 has been provided to Ultralife Corporation and will be
retained by Ultralife Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Date: March 15, 2011
Date: March 15, 2011
/s/ Michael D. Popielec
Michael D. Popielec,
President and Chief Executive Officer
/s/ Philip A. Fain
Philip A. Fain,
Chief Financial Officer and Treasurer
97
CORPORATE & SHAREHOLDER INFORMATION
Board of Directors
Bradford T. Whitmore
Board Chair, Managing Partner, Grace Brothers, Ltd.
Steven M. Anderson
Brigadier General (Ret.) U.S. Army; Senior Vice President,
Relyant LLC
,
Patricia C. Barron
James A. Croce
Retired Clinical Associate Professor at the Leonard N. Stern School
of Business of New York University
President and Chief Executive Officer, Nevada Institute for
Renewable Energy Commercialization
Michael D. Popielec
President and Chief Executive Officer, Ultralife Corporation
Thomas L. Saeli
Chief Executive Officer, JRB Enterprises, Inc.
Robert W. Shaw II
President, Hornblower Yachts, Inc.
Ranjit C. Singh
Chief Executive Officer, CSR Consulting Group
Corporate Officers
Michael D. Popielec
President and Chief Executive Officer
Peter F. Comerford
Vice President of Administration, Secretary and General Counsel
Philip A. Fain
Chief Financial Officer and Treasurer
Patrick R. Hanna, Jr.
Vice President, Corporate Compliance Officer
Stock Exchange Listing
NASDAQ
Stock Symbol
ULBI
Stock Transfer Agent
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038-4502
Annual Meeting
June 7, 2011
10:30 a.m. Eastern Time
Ultralife Corporation
Corporate Headquarters
2000 Technology Parkway
Newark, NY 14513
Form 10-K
Shareholders may obtain a copy of our Annual
Report on Form 10-K for the fiscal year ended
December 31, 2010 by going to the Investor
Info page at www.ultralifecorp.com or by
calling us at 1-315-332-7100. This information
is also available at no charge by sending a
request to Shareholder Services at the
following address:
Ultralife Corporation
2000 Technology Parkway
Newark, NY 14513