Ultralife ULBI Form 10-Q filing Q2 FY2026

PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

• ULTRALIFE CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In Thousands except share amounts)****(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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The accompanying notes are an integral part of these consolidated financial statements.

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• ULTRALIFE CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in Thousands)****(Unaudited)

• The accompanying notes are an integral part of these consolidated financial statements.

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• ULTRALIFE CORPORATION AND SUBSIDIARIES
• CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
• (In thousands except share amounts)****(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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ULTRALIFE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands except share and per share amounts)

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Ultralife Corporation and its subsidiaries (the “Company” or “Ultralife”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and notes for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. Results for interim periods should not be considered indicative of results to be expected for a full year. Reference should be made to the consolidated financial statements and related notes thereto contained in our Form 10-K for the year ended December 31, 2025.

The December 31, 2025 consolidated balance sheet information referenced herein was derived from audited financial statements but does not include all disclosures required by GAAP.

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

Recent Business Developments

In connection with the importation of certain raw materials and components used in the manufacture of its products, the Company previously paid tariffs imposed pursuant to the International Emergency Economic Powers Act ("IEEPA"). Such tariff costs were included in inventory and recognized in cost of products sold as the related inventory was sold.

During the second quarter of 2026, the Company received cash refunds of previously paid IEEPA tariffs following legal developments related to the validity of certain IEEPA tariffs and the implementation of refund procedures by U.S. Customs and Border Protection. The Company accounts for IEEPA tariff refunds as gain contingencies and recognizes such amounts only when the related contingencies have been resolved and the amounts are realized or realizable. Accordingly, during the three- and six-month periods ended June 30, 2026, the Company recognized a net refund of $1,102 as a reduction of cost of products sold, representing the recovery of tariff costs previously recognized in earnings. The tariff costs related to the refund recognized as a reduction of cost of products sold were not charged to customers and therefore not payable to customers. Additional refunds received related to tariff costs capitalized in inventory on hand at June 30, 2026 were recorded as a reduction of inventory and will be recognized in cost of products sold as the related inventory is sold in future periods. The refund was received in cash during the quarter.

The Company continues to evaluate potential claims for additional IEEPA tariff refunds. Additional recoveries remain subject to governmental review, claim validation, administrative processing and ongoing legal proceedings. Accordingly, as of June 30, 2026, the Company had not recorded a receivable or recognized any amounts related to potential future IEEPA tariff recoveries as realization of such amounts is not considered sufficiently probable at this time.

Recent Accounting Guidance Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for the Company’s annual reporting period beginning January 1, 2027, and interim reporting periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impact that ASU 2024-03 will have on its consolidated financial statements.

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2. DEBT

On October 31, 2024, Ultralife, SWE, CLB, Excell USA, and Electrochem, as borrowers, and certain other subsidiaries of the Company, entered into a new Credit and Security Agreement with KeyBank National Association (“KeyBank” or the “Bank”), as lender and administrative agent (the “New Credit Agreement”). The proceeds of the loans under the New Credit Agreement were used, in part, to repay outstanding indebtedness under the Company’s then existing Credit and Security Agreement with KeyBank (the “Amended Credit Agreement”).

The New Credit Agreement, among other things, provides in its term loan provisions for a 5-year, $55 million senior secured term loan (the “Term Loan” or “Term Loan Facility”). The Term Loan is subject to repayment in quarterly installments commencing March 31, 2025, in amounts as set forth in the New Credit Agreement. Interest is payable on the unpaid principal outstanding under the Term Loan. All amounts of unpaid principal and accrued and unpaid interest remaining due under the Term Loan are scheduled to be paid in full October 31, 2029.

Upon closing of the acquisition of all issued and outstanding shares of Electrochem on October 31, 2024, the Company borrowed the full amount of the Term Loan Facility.

As of June 30, 2026, the Company had $45,125 outstanding principal on the Term Loan, $1,750 of which is included in current portion of long-term debt on the consolidated balance sheets, and no amounts outstanding on the Revolving Credit Facility. As of June 30, 2026, unamortized debt issuance costs associated with the Term Loan of $521 are classified on the consolidated balance sheets as a reduction of long-term debt, and unamortized debt issuance costs associated with the Revolving Credit Facility of $360 are classified on the consolidated balance sheets as other noncurrent assets. Debt issuance costs include lender fees and certain costs paid to third parties, including legal and accountant fees, and are amortized to interest expense over the term of the New Credit Agreement.

The New Credit Agreement also provides under its revolving credit provisions for revolving loans, letters of credit, and swing loans (“Revolving Credit Facility”). Upon the effectiveness of the New Credit Agreement, any amounts outstanding under letters of credit issued pursuant to the Amended Credit Agreement became issued under the New Credit Agreement. The availability under the Revolving Credit Facility is subject to certain borrowing base limits based on trade receivables and inventories. All unpaid principal and accrued and unpaid interest with respect to the Revolving Credit Facility is due and payable in full on October 31, 2029.

The Company may voluntarily prepay principal amounts outstanding under the New Credit Agreement at any time subject to certain advance notifications and other restrictions.

In addition to the customary affirmative and negative covenants, the Company must maintain a consolidated fixed charge coverage ratio, as defined in the New Credit Agreement, of equal to or greater than 1.15 to 1.00 for the fiscal quarter ending March 31, 2025, and for each fiscal quarter thereafter, as calculated for the four (4) consecutive fiscal quarters ending on such date, and a consolidated senior leverage ratio, as defined in the New Credit Agreement, not to exceed (i) 3.50 to 1.00 for the fiscal quarters ending March 31, 2025 through December 31, 2025, (ii) 3.25 to 1.00 for the fiscal quarters ending March 31, 2026 through December 31, 2026, (iii) 3.00 to 1.00 for the fiscal quarter ending March 31, 2027 and on the last day of each fiscal quarter thereafter, for the remaining term of the New Credit Agreement. The Company was in full compliance with its covenants under the New Credit Agreement as of June 30, 2026.

Borrowings under the New Credit Agreement are secured by substantially all the assets of the Company and certain of its present and future subsidiaries who are or become parties to, or guarantors under the New Credit Agreement.

Interest will accrue on outstanding indebtedness under the Term Loan Facility and Revolving Credit Facilities at a variable rate of interest based on designated interest rate benchmarks plus a varying margin determined by reference to the consolidated senior leverage ratio in effect from time to time. Our borrowing rate was 6.11% as of June 30, 2026.

The Company must pay a fee of twenty, twenty-five or thirty basis points (depending on the consolidated senior leverage ratio in effect from time to time) based on the average daily unused availability under the Revolving Credit Facility.

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The Company must make payments to the extent borrowings exceed the maximum amount then permitted to be borrowed and from the proceeds of certain transactions. Upon the occurrence of an event of default, the outstanding obligations may be accelerated, and the Bank will have other customary remedies including resort to the security interest the Company provided to the Bank.

Future minimum principal repayment obligations on our New Credit Agreement as of June 30, 2026 are as follows:

3. EARNINGS PER SHARE

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to Ultralife by the weighted average shares outstanding during the period. Diluted EPS includes the dilutive effect of securities when the average market price exceeds the exercise price of the securities, if any, and is calculated using the treasury stock method.

For the three-month period ended June 30, 2026, there were 295,455 outstanding stock options and 19,543 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, as such securities were dilutive, resulting in 55,268 potential common shares included in the calculation of diluted EPS. For the comparable three-month period ended June 30, 2025, there were 214,971 outstanding stock options and 35,486 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, as such securities were dilutive, resulting in 21,856 potential common shares included in the calculation of diluted EPS.

There were 649,990 outstanding stock options for the three-month period ended June 30, 2026, and 783,093 outstanding stock options for the comparable three-month period ended June 30, 2025, that were not included in the calculation of diluted weighted average shares outstanding as the effect would be anti-dilutive.

For the six-month period ended June 30, 2026, there were 203,705 outstanding stock options and 19,543 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, resulting in 44,992 potential common shares included in the calculation of diluted EPS. For the comparable six-month period ended June 30, 2025, there were 214,971 outstanding stock options and 35,486 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, resulting in 37,237 potential common shares included in the calculation of diluted EPS.

There were 741,740 and 783,093 outstanding stock options for the six-month periods ended June 30, 2026 and 2025, respectively, not included in the calculation of diluted weighted average shares outstanding as the effect would be anti-dilutive.

4. SUPPLEMENTAL BALANCE SHEET INFORMATION

Fair Value Measurements and Disclosures

The fair value of financial instruments approximated their carrying values at June 30, 2026, and December 31, 2025. The fair value of cash, accounts receivable, accounts payable, accrued liabilities, and the current portion of long-term debt approximates carrying value due to the short-term nature of these instruments. The carrying value of long-term debt approximates fair value, as the variable interest rates approximate current market rates.

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Inventories, Net

Inventories are stated at the lower of cost or net realizable value, net of obsolescence reserves, with cost determined under the first-in, first-out (FIFO) method. The composition of inventories, net was:

Property, Plant and Equipment, Net

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

Depreciation expense for property, plant and equipment was as follows:

Goodwill

The following table summarizes the goodwill activity by segment for the six-month period ended June 30, 2026:

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Other Intangible Assets, Net

The composition of other intangible assets was:

The change in the cost of total intangible assets from December 31, 2025, to June 30, 2026, is the effect of foreign currency translations.

Amortization expense for other intangible assets was as follows:

5. STOCK-BASED COMPENSATION

We recorded non-cash stock compensation expense in each period as follows:

We have stock options outstanding from various stock-based employee compensation plans for which we record compensation cost relating to share-based payment transactions in our financial statements. As of June 30, 2026, there was $232 of total unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted average period of 0.8 years.

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The following table summarizes stock option activity for the six-month period ended June 30, 2026:

Cash received from stock option exercises under our stock-based compensation plans for the three-month periods ended June 30, 2026, and June 30, 2025, was $36 and $61, respectively. Cash received from stock option exercises under our stock-based compensation plans for the six-month periods ended June 30, 2026, and June 30, 2025, was $36 and $61, respectively.

Restricted stock awards vest in equal annual installments over three (3) years. Unrecognized compensation cost related to unvested restricted shares at June 30, 2026, and 2025, respectively, was $59 and $171.

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6. INCOME TAXES

Our effective tax rate for the six-month periods ended June 30, 2026, and 2025 was 11.9% and 22.8%, respectively. The period-over-period change was primarily attributable to the geographic mix of our operating results and other income recognized on nontaxable refundable tax credits under the 45X Advanced Manufacturing Production Credit.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States which includes a broad range of tax provisions affecting businesses. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has included the estimated impacts of the bill in the consolidated financial statements for the three-month and six-month periods ended June 30, 2026.

As of December 31, 2025, our federal net operating loss (“NOL”) carryforwards, state net operating loss carryforwards, and federal general business tax credit carryforwards were $8,800, $5,100 and $3,400, respectively. Our domestic net operating loss carryforwards begin to expire in 2031. Our federal general business tax credit carryforwards begin to expire in 2028. As of June 30, 2026, management has concluded it is more likely than not that these domestic NOL and credit carryforwards will be fully utilized.

As of June 30, 2026, for certain past operations in the U.K., we continue to report a valuation allowance for NOL carryforwards of approximately $10,000, nearly all of which can be carried forward indefinitely. Utilization of the net operating losses may be limited due to the change in the past U.K. operation and cannot currently be used to reduce taxable income at our other U.K. subsidiary, Accutronics Ltd. There are no other deferred tax assets related to the past U.K. operations.

As of June 30, 2026, we have not recognized a valuation allowance against our other foreign deferred tax assets, as realization is considered to be more likely than not.

As of June 30, 2026, the Company maintains its assertion that all foreign earnings will be indefinitely reinvested in those operations, other than earnings generated in the U.K.

There were no unrecognized tax benefits related to uncertain tax positions at June 30, 2026, and December 31, 2025.

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 2022 thru 2024 remain subject to IRS examination. Our U.S. tax matters for 2005-2007, 2009, and 2011-2015 also remain subject to IRS examination due to the remaining availability of net operating loss carryforwards generated in those years. Our U.S. tax matters for 2015 thru 2024 remain subject to examination by various state and local tax jurisdictions. Our tax matters for the years 2015 through 2024 remain subject to examination by the respective foreign tax jurisdiction authorities.

7. OPERATING LEASES

The Company has operating leases predominantly for operating facilities. As of June 30, 2026, the remaining lease terms on our operating leases range from approximately one (1) year to six (6) years. Lease terms include renewal options reasonably certain of exercise. There is no transfer of title or option to purchase the leased assets upon expiration. There are no residual value guarantees or material restrictive covenants.

The components of lease expense for the current and prior-year comparative periods were as follows:

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Supplemental cash flow information related to leases was as follows:

Supplemental consolidated balance sheet information related to leases was as follows:

Future minimum lease payments as of June 30, 2026, are as follows:

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8. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

As of June 30, 2026, we have made commitments to purchase approximately $301 of production machinery and equipment.

Product Warranties

We estimate future warranty costs to be incurred for product failure rates, material usage and service costs in the development of our warranty obligations. Estimated future costs are based on actual past experience and are generally estimated as a percentage of sales over the warranty period. Changes in our product warranty liability during the first six months of 2026 and 2025 were as follows:

Contingencies and Legal Matters

We are subject to legal proceedings and claims that arise from time to time in the normal course of business. We believe that the final disposition of any such matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, recognizing that legal matters are subject to inherent uncertainties, there exists the possibility that ultimate resolution of these matters could have a material adverse impact on the Company’s financial position, results of operations or cash flows. We are not aware of any such situations at this time.

9. REVENUE RECOGNITION

Revenues are generated from the sale of products. Performance obligations are met and revenue is recognized upon transfer of control to the customer, which is generally upon shipment. When contract terms require transfer of control upon delivery at a customer’s location, revenue is recognized on the date of delivery. For products shipped under vendor-managed inventory arrangements, revenue is recognized and billed when the product is consumed by the customer, at which point control has transferred and there are no further obligations by the Company. Revenue is measured as the amount of consideration we expect to receive in exchange for shipped product. Sales, value-added and other taxes billed and collected from customers are excluded from revenue. Customers, including distributors, do not have a general right of return.

Separately priced extended warranty contracts are offered on certain Communications Systems products for a duration of up to eight (8) years. Extended warranties are treated as separate performance obligations and recognized to revenue evenly over the term of the respective contract. Revenue not yet recognized on extended warranty contracts is recorded as deferred revenue on the consolidated balance sheets. For the three-month and six-month periods ended June 30, 2026, revenue recognized on extended warranties was $75 and $149, respectively.

As of June 30, 2026, there was deferred revenue on extended warranty contracts of $706, comprised of $298expected to be recognized as revenue within one (1) year and classified as accrued expenses and other current liabilities on our consolidated balance sheets, and $408 expected to be recognized as revenue over the remaining duration of the respective contracts and classified as other noncurrent liabilities on our consolidated balance sheets.

As of December 31, 2025, there was deferred revenue on extended warranty contracts of $855, comprised of $298 expected to be recognized as revenue within one (1) year and classified as accrued expenses and other current liabilities on our consolidated balance sheets, and $557 expected to be recognized as revenue over the remaining duration of the respective contracts and classified as other noncurrent liabilities on our consolidated balance sheets.

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As of June 30, 2026, and December 31, 2025, the Company had no other unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, we have applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations.

10. BUSINESS SEGMENT INFORMATION

Operating segments represent a component of the Company that engages in business activities from which it may recognize revenues and incur expenses whose operating results are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Upon identification of operating segments, the Company determines which of those operating segments are required to be presented as reportable segments based on the quantitative thresholds.

We structure our operations primarily around the products we sell and report our financial results in the following two reportable segments: Battery & Energy Products and Communications Systems. The Battery & Energy Products segment includes Lithium 9-volt, cylindrical and various other non-rechargeable batteries, in addition to rechargeable batteries, uninterruptable power supplies, charging systems and accessories. The Communications Systems segment includes RF amplifiers, power supplies, cable and connector assemblies, amplified speakers, equipment mounts, case equipment, man-portable systems, integrated communication systems for fixed or vehicle applications and communications and electronics systems design.

Our CODM is Mike Manna, President & Chief Executive Officer. Both of our operating segments are regularly reviewed by the CODM through weekly revenue, gross margin and consolidated financial forecast updates, bi-weekly business and financial reviews to assess business performance, top priorities, utilization of resources and to regularly communicate with segment management, who are part of the CODM’s executive leadership team, and monthly meetings with the executive leadership team. In his role as CODM, Mr. Manna is deeply involved in business operations through daily updates by the segment management and ongoing financial, revenue and operations discussions.

The primary financial measures used by the CODM to monitor and evaluate resource allocation and the performance of the operating segments is segment contribution, as defined by gross profit less direct selling, general and administrative (“SG&A”) and research and development expenses. This metric is used as a consistent benchmark for comparison across reporting periods.

The significant segment expenses regularly reviewed by the CODM and included in segment contribution are cost of products sold and direct R&D and SG&A expenses. There are no other segment items included in segment contribution beyond the significant expenses disclosed.

Corporate general and administrative (“G&A”) expenses, including costs associated with our acquisitions, include corporate functions including board of directors, executive officers, accounting & finance, human resources, legal, information technology and their related functional expenses. These costs are not directly allocable to the operating segments.

The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets.

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Three-month period ended June 30, 2026:

Three-month period ended June 30, 2025:

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Six-month period ended June 30, 2026:

Six-month period ended June 30, 2025:

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The following tables disaggregate our business segment revenues by major source and geography.

Commercial and Government/Defense Revenue Information:

Three-month period ended June 30, 2026:

Three-month period ended June 30, 2025:

Six-month period ended June 30, 2026:

Six-month period ended June 30, 2025:

U.S. and Non-U.S. Revenue Information1:

Three-month period ended June 30, 2026:

Three-month period ended June 30, 2025:

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Six-month period ended June 30, 2026:

Six-month period ended June 30, 2025:

1 Sales classified to U.S. include shipments to U.S.-based prime contractors which in some cases may serve non-U.S. projects.

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

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Results of Operations

Three-Month Periods Ended June 30, 2026, and June 30, 2025

Revenues. Consolidated revenues for the three-month period ending June 30, 2026, were $47,943, a decrease of $618, or 1.3%, from $48,561 for the three-month period ended June 30, 2025. Overall, commercial sales decreased 4.7% and government/defense sales increased 5.0%.

Battery & Energy Products revenues decreased $1,678, or 3.7%, from $45,867 for the three-month period ended June 30, 2025, to $44,189 for the three-month period ended June 30, 2026. The revenue decline was primarily attributable to a 4.7% decrease in commercial sales due to an 8.7% decrease in oil & gas and industrial sales, offsetting a 7.2% increase in medical battery sales, and a 1.4% decline in government/defense sales due to the shipment of a very large order for an allied country last year.

Communications Systems sales increased $1,060, or 39.3%, from $2,694 for the three-month period ended June 30, 2025, to $3,754 for the three-month period ended June 30, 2026, due primarily to the timing of orders.

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Our total backlog, which consists of unfilled orders or contracts for shipments in future periods, exiting the second quarter of 2026 was $117.5 million, the highest level in the Company’s history, compared to $115.1 million exiting the first quarter of 2026 and $84.5 million exiting the second quarter of 2025.

Cost of Products Sold / Gross Profit. Cost of products sold totaled $34,077 for the quarter ended June 30, 2026, a decrease of $2,883, or 7.8%, from the $36,960 reported for the same three-month period a year ago. Consolidated cost of products sold as a percentage of total revenue decreased from 76.1% for the three-month period ended June 30, 2025, to 71.1% for the three-month period ended June 30, 2026. Correspondingly, consolidated gross margin increased from 23.9% for the three-month period ended June 30, 2025, to 28.9% for the three-month period ended June 30, 2026, primarily reflecting favorable sales product mix for both our Battery & Energy Products and Communications Systems segments and the net refund of IEEPA tariffs which had been recognized as net costs in previous periods. The net IEEPA refund in the second quarter of 2026 was $1,102, accounting for 230 basis point of gross margin for that period.

For our Battery & Energy Products segment, gross profit for the second quarter of 2026 was $12,503, an increase of $1,668 or 15.4% from gross profit of $10,835 for the second quarter of 2025. Battery & Energy Products’ gross margin of 28.3% increased by 470-basis points from the 23.6% gross margin for the year-earlier period, primarily due to sales mix and the net refund of IEEPA tariffs. The net refund accounted for 250 basis points of the year-over-year increase in gross margin.

For our Communications Systems segment, gross profit for the second quarter of 2026 was $1,363 or 36.3% of revenues, compared to gross profit of $766 or 28.4% of revenues for the second quarter of 2025. The 790-basis point increase in gross margin was primarily due to favorable sales mix.

Operating Expenses. Operating expenses for the three-month period ended June 30, 2026, were $10,429, an increase of $1,084 or 11.6% from the $9,345 for the three-month period ended June 30, 2025. The increase is primarily attributable to a 39.1% increase in new product development costs related to continued investment in our product offerings and the completion of certain one-time, non-recurring expenses of $884 primarily related to litigation expenses incurred for our cyber-insurance claim and certain consulting costs to help expedite gross margin improvement at our two largest manufacturing facilities. Non-recurring costs reported for the 2025 second quarter were $326 primarily representing litigation expenses for our cyber insurance claim and acquisition transition costs. Both periods reflected continued tight control over discretionary spending.

Overall, operating expenses were 21.8% of revenue for the quarter ending June 30, 2026, compared to 19.2% of revenue for the quarter ended June 30, 2025. Amortization expense associated with intangible assets related to our acquisitions was $268 for the second quarter of 2026 ($263 in selling, general and administrative expenses and $5 in research and development costs), compared with $410 for the second quarter of 2025 ($378 in selling, general, and administrative expenses and $32 in research and development costs). The year-over-year decline in amortization expenses resulted from our decision in the 2025 fourth quarter to undergo a comprehensive rebranding initiative that consolidates all sub-brands under a singular, unified master brand – Ultralife, and the ensuing write-down of tradenames and trademarks associated with our sub-brands during that period. Research and development costs were $3,225 for the three-month period ended June 30, 2026, an increase of $907 or 39.1%, from $2,318 for the three-month period ended June 30, 2025. The increase is attributable to an increase in new product development costs related to continued investment in our product offering as we aggressively pursue both government/defense and commercial opportunities. Selling, general, and administrative expenses were $7,204 for the three-month period ended June 30, 2026, an increase of $177 or 2.5% from $7,027 for the second quarter of 2025. The period-over-period increase was primarily attributable to the inclusion of certain one-time, non-recurring expenses of $884 primarily related to litigation expenses incurred for our cyber-insurance claim and the completion of consulting costs to help expedite gross margin improvement at our two largest manufacturing facilities.

Other Expense. Other expense totaled $451 for the three-month period ended June 30, 2026, compared to $1,143 for the three-month period ended June 30, 2025. Interest and financing expense decreased $153, or 15.4%, from $992 for the second quarter of 2025 to $839 for the comparable period in 2026 resulting from the continued paydown of the term loan financing of the Electrochem acquisition on October 31, 2024. Miscellaneous (income) expense amounted to ($388) for the second quarter of 2026 compared to $151 for the second quarter of 2025, primarily attributable to refundable tax credits for certain qualifying battery cells and packs we manufacture under the 45X Advanced Manufacturing Production Credit, established by the Inflation Reduction Act which runs through 2032. In addition, both periods reflect foreign exchange gains and losses due to fluctuations in foreign currency exchange rates.

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Income Taxes. For the three-month period ended June 30, 2026, Ultralife recognized an income tax provision of $468, comprised of a current tax provision of $47 and a deferred tax provision of $421 which primarily represents non-cash charges for U.S. taxes which we expect will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. This compares to a tax provision of $243 comprised of a current tax benefit of $22 and a deferred tax provision of $265 for the three-month period ended June 30, 2025. Our effective tax rate was 15.7% for the second quarter of 2026 as compared to 21.8% for the second quarter of 2025, primarily attributable to the geographic mix of our operating results and other income recognized on the nontaxable refundable tax credits under the 45X Advanced Manufacturing Production Credit. See Note 6 to the consolidated financial statements in Item 1 of Part I of this Form 10-Q for additional information regarding our income taxes.

Net Income Attributable to Ultralife Corporation. Net income attributable to Ultralife Corporation was $2,543, or $0.15 per share – basic and diluted, for the three-month period ended June 30, 2026, compared to $879, or $0.05 per share – basic and diluted, for the three-month period ended June 30, 2025.

Weighted average shares outstanding used to compute diluted earnings per share increased from 16,656,408 for the second quarter of 2025 to 16,714,196 for the second quarter of 2026. The increase is attributable to stock option exercises since the second quarter. Dilutive shares of 55,268 were added to basic weighted average shares for the 2026 period compared to 21,856 for the 2025 period.

Six-Month Periods Ended June 30, 2026, and June 30, 2025

Revenues. Consolidated revenues for the six-month period ended June 30, 2026, were $95,388, a decrease of $3,919 or 3.9%, from $99,307 for the six-month period ended June 30, 2025. Overall, commercial sales decreased $3,259 or 5.1% and government/defense sales decreased $660 or 1.8%.

Battery & Energy Products revenues decreased $3,844, or 4.2%, from $92,188 for the six-month period ended June 30, 2025, to $88,344 for the six-month period ended June 30, 2026. The decrease is primarily attributable to a $3,259 or 5.1% decline in commercial sales and a $585 or a 2.0% decline in government/defense sales. The decrease in commercial sales was driven by a $2,265 or 12.7% decline in industrial sales and a $2,049 or 6.9% decline in oil & gas sales, partially offset by a $1,055 or 6.5% increase in medical battery sales. The overall decline in commercial sales was in large part a result of lost production days due to the failure of the substation providing power to our Newark, NY facility and winter blizzards and a prolonged shutdown to conduct a comprehensive physical inventory at our Raynham, MA facility during the first quarter of 2026. The government/defense sales decline was due to the shipment of a very large charger order for an allied country in the 2025 period.

Communications Systems revenues decreased $75 or 1.1%, from $7,119 for the six-month period ended June 30, 2025, to $7,044 for the six-month period ended June 30, 2026. The decrease was primarily attributable to shipments in the prior year to a major international defense contractor and the timing of expected orders in the current period.

Cost of Products Sold / Gross Profit. Cost of products sold totaled $71,412 for the six-month period ended June 30, 2026, a decrease of $3,549, or 4.7%, from the $74,961 reported for the same six-month period a year ago. Consolidated cost of products sold as a percentage of total revenue decreased from 75.5% for the six-month period ended June 30, 2025, to 74.9% for the six-month period ended June 30, 2026. Correspondingly, consolidated gross margin increased from 24.5% for the six-month period ended June 30, 2025, to 25.1% for the six-month period ended June 30, 2026, reflecting the net refund of IEEPA tariffs of $1,102 in the second quarter which had been recognized as net costs in previous periods.

For our Battery & Energy Products segment, gross profit for the 2026 period was $21,861, a decrease of $414 or 1.9% from gross profit of $22,275 for the 2025 period. Battery & Energy Products’ gross margin of 24.7% increased by 50-basis points from the 24.2% gross margin for the year-earlier period, primarily due to sales mix and the net refund of IEEPA tariffs.

For our Communications Systems segment, gross profit for the 2026 period was $2,115 or 30.0% of revenues, compared to gross profit of $2,071 or 29.1% of revenues for the 2025 period. The 90-basis point increase in gross margin was primarily due to favorable sales mix.

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Operating Expenses. Operating expenses for the six-month period ended June 30, 2026, were $20,754, an increase of $2,063 or 11.0% from the $18,691 for the six-month period ended June 30, 2025. The increase is primarily attributable to a 31.0% increase in new product development costs related to continued investment in our product offerings and the completion of certain one-time, non-recurring expenses of $1,731, compared to $518 for the year-earlier quarter, primarily related to litigation expenses incurred for our cyber-insurance claim and certain consulting costs to help expedite gross margin improvement at our two largest manufacturing facilities. Both periods reflected continued tight control over discretionary spending.

Overall, operating expenses as a percentage of revenues were 21.8% for the six-month period ended June 30, 2026, compared to 18.8% for the six-month period ended June 30, 2025. Amortization expense associated with intangible assets related to our acquisitions was $535 for the first six months of 2026 ($525 in selling, general and administrative expenses and $10 in research and development costs), compared with $815 for the first six months of 2025 ($754 in selling, general, and administrative expenses and $61 in research and development costs). The year-over-year decline in amortization expenses resulted from our decision in the 2025 fourth quarter to undergo a comprehensive rebranding initiative that consolidates all sub-brands under a singular, unified master brand – Ultralife, and the ensuing write-down of tradenames and trademarks associated with out sub-brands during that period. Research and development costs were $6,186 for the six-month period ended June 30, 2026, an increase of $1,464 or 31.0 %, from $4,722 for the six months ended June 30, 2025. Selling, general, and administrative expenses increased $599, or 4.3%, from $13,969 for the first six months of 2025 to $14,568 for the first six months of 2026. The period-over-period increase was primarily attributable to the inclusion of certain one-time, non-recurring expenses primarily related to litigation expenses incurred for our cyber-insurance claim and the completion of consulting costs to help expedite gross margin improvement at our two largest manufacturing facilities.

Other Expense. Other expense totaled $899 for the six-month period ended June 30, 2026, compared to $2,096 for the six-month period ended June 30, 2025. Interest and financing expense decreased $317, or 15.7%, from $2,024 for the first half of 2025 to $1,707 for the comparable period in 2026 resulting from the continued paydown of the term loan financing of the Electrochem acquisition on October 31, 2024. Miscellaneous (income) expense amounted to ($808) for the first half of 2026 compared to $72 for the first half of 2025, primarily attributable to refundable tax credits for certain qualifying battery cells and packs we manufacture under the 45X Advanced Manufacturing Production Credit, established by the Inflation Reduction Act which runs through 2032. In addition, both periods reflect foreign exchange gains and losses due to fluctuations in foreign currency exchange rates.

Income Taxes. The income tax provision for the 2026 six-month period was $276 compared to $810 for the 2025 six-month period. Our effective tax rate decreased to 11.9% from 22.8% for the 2025 period, primarily attributable to the geographic mix of our operating results and other income recognized on the nontaxable refundable tax credits under the 45X Advanced Manufacturing Production Credit. The income tax provision for the first six months of 2026 is comprised of a $183 current tax provision for taxes expected to be paid on income primarily in foreign jurisdictions and a $93 deferred tax provision which primarily represents non-cash charges for U.S. income taxes that we expect will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. For the comparable 2025 period, the income tax provision was comprised of a $201 current provision for taxes expected to be paid on income primarily in foreign jurisdictions and a $609 deferred tax provision which primarily represents non-cash charges for U.S. taxes that we expect will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. See Note 6 to the consolidated financial statements in Item 1 of Part I of this Form 10-Q for additional information regarding our income taxes.

Net Income Attributable to Ultralife. Net income attributable to Ultralife was $2,092, or $0.13 per share – basic and diluted for the six-month period ended June 30, 2026, compared to $2,744, or $0.17 per share – basic and diluted, for the six-month period ended June 30, 2025.

Weighted average shares outstanding used to compute diluted earnings per share increased from 16,671,000 for the first six months of 2025 to 16,702,714 for the first six months of 2026. The increase is attributable to stock option exercises since the second quarter of 2025, a slight increase in the average stock price used to compute diluted shares from $6.36 for the six-month period ended June 30, 2025, to $6.43 for the six-month period ended June 30, 2026. Accordingly diluted shares of 44,992 were added to basic weighted average shares in 2026 compared to 37,237 in 2025.

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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 Corporation before interest expense, provision for income taxes, depreciation and amortization, and stock-based compensation expense, plus/minus expense/income that we do not consider reflective of our ongoing continuing operations. We also use adjusted EBITDA as a supplemental measure to review and assess our operating performance and to enhance comparability between periods. We believe the use of adjusted EBITDA facilitates investors’ understanding of operating performance from period to period by backing out potential differences caused by variations in such items as capital structures (affecting relative interest expense and stock-based compensation expense), the amortization of intangible assets acquired through our business acquisitions (affecting relative amortization expense and provision (benefit) for income taxes), the age and book value of facilities and equipment (affecting relative depreciation expense) and one-time charges/benefits relating to income taxes. Adjusted EBITDA should not be considered in isolation, as a substitute for, or superior to net income, operating income, cash flows from operating activities or any other measure of financial performance prepared in accordance with GAAP. We also present adjusted EBITDA from operations 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 Corporation, the most comparable financial measure under GAAP.

We use adjusted EBITDA in our decision-making processes relating to the operation of our business together with GAAP financial measures such as operating (loss) income. We believe that adjusted EBITDA permits a comparative assessment of our operating performance, relative to our performance based on our GAAP results, while eliminating the effects of depreciation and amortization, which may vary from period to period without any correlation to underlying operating performance, and of stock-based compensation, which is a non-cash expense that varies widely among companies. We believe that by presenting adjusted EBITDA, we assist investors in gaining a better understanding of our business on a going forward basis. 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 GAAP and is not a measure of operating (loss) income, operating performance or liquidity presented in accordance with 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 attributable to Ultralife Corporation or other consolidated statement of operations data prepared in accordance with 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 from continuing operations 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 GAAP results and using adjusted EBITDA only on a supplemental basis. Neither current nor potential investors in our securities should rely on adjusted EBITDA as a substitute for any GAAP measures and we encourage investors to review the following reconciliation of adjusted EBITDA to net income attributable to Ultralife Corporation.

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Adjusted EBITDA is calculated as follows for the periods presented:

Liquidity and Capital Resources

As of June 30, 2026, cash totaled $6,663, as compared to $9,345 at December 31, 2025. The decrease in cash was largely attributable to payments totaling $5,125 against the outstanding principal on our Term Loan during the first half of 2026.

For the six-month period ended June 30, 2026, cash generated from operations was $3,444, as compared to $9,303 generated for the six-month period ended June 30, 2025. For the 2026 period, cash generated from operations was comprised of net income of $2,047 plus non-cash items totaling $2,959 for depreciation, amortization, stock-based compensation, and deferred taxes, offset by decrease of $1,562 attributable to working capital.

Cash used in investing activities for the six months ended June 30, 2026, was $1,223 for capital expenditures, primarily reflecting investments in equipment for new products transitioning to higher-volume manufacturing.

Cash used in financing activities for the six months ended June 30, 2026, was $5,089, representing a $5,125 reduction in our outstanding debt partially offset by $36 of cash generated from employee stock option exercise proceeds during the period.

We continue to have significant U.S. net operating loss carryforwards available to utilize as an offset to future taxable income. See Note 6 to the consolidated financial statements in Item 1 of Part 1 of this Form 10-Q for additional information.

Going forward, we expect positive operating cash flow and the availability of borrowings under our Revolving Credit Facility will be sufficient to meet our general funding requirements for the foreseeable future.

To provide flexibility in accessing the capital markets, on March 30, 2021, the Company filed a shelf registration statement on Form S-3 (File No. 333-254846) (the “Prior Registration Statement”) registering securities in an aggregate amount of $100,000,000. None of the $100,000,000 of registered securities were sold under the Prior Registration Statement (the “Unsold Securities”). Under the rules of the Securities and Exchange Commission (the “SEC”) the Prior Registration Statement was set to expire on April 2, 2024. Therefore, on March 29, 2024, the Company filed a new shelf registration statement on Form S-3 (File No. 333-278360) (the “New Registration Statement”) to replace the Prior Registration Statement. The New Registration Statement includes all $100,000,000 of the Unsold Securities registered on the Prior Registration Statement. The SEC declared the New Registration Statement effective May 7, 2024. Pursuant to Rule 415(a)(6) under Securities Act of 1933, as amended (the “Securities Act”), the offering of the Unsold Securities under the Prior Registration Statement was deemed terminated as of the date of effectiveness of the New Registration Statement. Upon the filing of an appropriate prospectus supplement or supplements under the New Registration Statement, we may offer and sell our securities from time to time in one or more offerings, at our discretion. We intend to use the net proceeds resulting from any sales of these securities for general corporate purposes which may include, but are not limited to, potential acquisitions of complementary businesses or technologies, strategic capital expenditures to expand and protect our competitive position, and investments in the development of transformational, competitively differentiated products for attractive growth markets.

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Commitments

As of June 30, 2026, the Company had $45,125 outstanding on the Term Loan and no amounts outstanding on the Revolving Credit Facility. The Company was in full compliance with its debt covenants under the Revolving Credit Facility and Term Loan as of June 30, 2026.

As of June 30, 2026, we have made commitments to purchase approximately $301 of production machinery and equipment.

Critical Accounting Policies

Management exercises judgment in making important decisions pertaining to choosing and applying accounting policies and methodologies in many areas. Not only are these decisions necessary to comply with GAAP, but they also reflect management’s view of the most appropriate manner in which to record and report our overall financial performance. All accounting policies are important, and all policies described in Note 1 to the consolidated financial statements in our 2025 Annual Report on Form 10-K should be reviewed for a greater understanding of how our financial performance is recorded and reported.

During the first six months of 2026, there were no significant changes in the manner in which our significant accounting policies were applied or in which related assumptions and estimates were developed.

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Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of our President and Chief Executive Officer (principal executive officer) and our Chief Financial Officer and Treasurer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report. Management has concluded that our disclosure control and procedures were not effective as of June 30, 2026, because of the existing material weakness in our internal control over financial reporting as described below.

Notwithstanding the material weakness identified, management believes that the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with U.S. generally accepted accounting principles for each of the periods presented.

Material Weakness in Internal Control over Financial Reporting

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on our evaluation, management concluded that there is a material weakness in our internal control over financial reporting. As a result of the material weakness identified, management has concluded that our internal control over financial reporting was not effective as of December 31, 2025. The material weakness was not yet fully remediated as of June 30, 2026.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

A material weakness has been identified because remediation efforts initiated during the year ended December 31, 2025, relating to the material weakness identified during the year ended December 31, 2024, attributable to the need for additional personnel to provide a full complement of accounting and reporting expertise had not been in place and adequately documented for a sufficient period of time to allow management to conclude that the related controls were operating effectively. In addition, information technology general controls (ITGC) were not operating effectively to ensure that (i) access to applications and data, including the ability to make changes, was appropriately restricted to authorized personnel, and (ii) the activities of individuals with such access were adequately monitored. As a result, business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

Remediation Efforts to Address Material Weakness

Over the course of 2025, management implemented a remediation plan designed to address the material weakness identified during the year ended December 31, 2024, attributable to the need for additional personnel to provide a full complement of accounting and reporting expertise commensurate with the growth of the Company. The Company has significantly strengthened its finance and accounting team by adding a new oversight role and hiring additional highly experienced personnel including certified public accountants. The personnel actions taken include the naming of a Chief Accounting Officer with a backfill to the Corporate Controller role and filling the following positions: Director – Internal Audit & SOX Compliance, Manager – Corporate Accounting, Manager – Corporate Reporting & Consolidations, Controller – Electrochem, and Senior Management Accountant – Electrochem. Significant improvements in the design, execution and documentation of business process controls were implemented across our locations pursuant to our remediation plan during the second half of 2025 once the additional oversight was in place and additional personnel were hired; however, it was determined that certain business process controls were not in place and adequately documented for a sufficient period of time to allow management to conclude that the previously identified material weakness was fully remediated as of December 31, 2025.

During the first half of 2026 and through the date of this Quarterly Report on Form 10-Q, management continues to develop and is actively implementing corrective actions to remediate the identified ITGC deficiencies. The Company is conducting a comprehensive risk-based evaluation of user access to our key IT applications to ensure that access is appropriately administered. Access will be restricted to the extent possible, and monitoring or other mitigating controls will be implemented to address instances, if any, where system-level segregation may not be feasible. Steps have been taken to restrict certain user access and to evaluate activity logs through the period that such access was deemed to have not been appropriately restricted. Additionally, we are in the process of formalizing our user access reviews and requiring that they are performed on a more frequent and timely basis.

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Remediation will be deemed complete once all corrective actions are fully implemented and in place for a sufficient period of time and further evaluation is performed, including testing, to conclude that our internal control over financial reporting is effective.

Changes in Internal Control Over Financial Reporting

Other than the remedial actions described above, there were no changes in our internal control over financial reporting (as defined in Securities Exchange Act Rule 13a-15(f)) that occurred during the fiscal quarter covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations of Effectiveness of Controls

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

Item 6. Exhibits

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2026 and 2025, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025, and (v) Notes to Consolidated Financial Statements.

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