ULTRALIFE CORP 10-Q

ulbi20230630_10q.htm       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-Q   (Mark One) ☒          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 of organization)   2000 Technology Parkway Newark , New York 14513 (Address of principal executive offices) (Zip Code) 16-1387013 (I.R.S. Employer Identification No.)   ( 315 ) 332-7100   (Registrant’s telephone number, including area code)   None (Former name, former address and former fiscal year, if changed since last report)   Securities registered pursuant to Section 12(b) of the Act:   Common Stock, $0.10 par value per share ULBI NASDAQ (Title of each class) (Trading Symbol) (Name of each exchange on which registered)   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 ☒ No ☐   Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted 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 such files). Yes ☒ No ☐   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.   Large accelerated filer ☐ Accelerated filer ☐    Non-accelerated filer ☒ Smaller reporting company ☒     Emerging Growth Company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒   As of July 24, 2023, the registrant had 16,150,693 shares of common stock outstanding.             ULTRALIFE CORPORATION AND SUBSIDIARIES   INDEX                 Page PART I. FINANCIAL INFORMATION         Item 1. Consolidated Financial Statements (unaudited):           Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 1         Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Six-Month Periods Ended June 30, 2023 and June 30, 2022 2         Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2023 and June 30, 2022 3         Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six-Month Periods Ended June 30, 2023 and June 30, 2022 4         Notes to Consolidated Financial Statements (unaudited) 5       Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16       Item 4. Controls and Procedures 25       PART II. OTHER INFORMATION         Item 6. Exhibits 26         Signatures 27         PART I. FINANCIAL INFORMATION   Item 1. CONSOLIDATED FINANCIAL STATEMENTS     ULTRALIFE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands except share amounts) (Unaudited)                             June 30, 2023     December 31, 2022   ASSETS   Current assets:                 Cash   $ 8,283     $ 5,713   Trade accounts receivable, net of allowance for expected credit losses of $ 288 and $ 303 , respectively     28,630       27,779   Inventories, net     46,063       41,192   Prepaid expenses and other current assets     4,850       4,304   Total current assets     87,826       78,988   Property, plant and equipment, net     21,122       21,716   Goodwill     37,501       37,428   Other intangible assets, net     15,552       15,921   Deferred income taxes, net     11,084       12,069   Other noncurrent assets     2,307       2,308   Total assets   $ 175,392     $ 168,430                     LIABILITIES AND SHAREHOLDERS ’ EQUITY   Current liabilities:                 Accounts payable   $ 18,541     $ 16,074   Current portion of long-term debt     2,000       2,000   Accrued compensation and related benefits     2,320       2,890   Accrued expenses and other current liabilities     6,342       7,949   Total current liabilities     29,203       28,913   Long-term debt     22,642       19,310   Deferred income taxes     1,876       1,917   Other noncurrent liabilities     1,996       1,887   Total liabilities     55,717       52,027                     Commitments and contingencies (Note 8)                                   Shareholders’ equity:                 Preferred stock – par value $ .10 per share; authorized 1,000,000 shares; none issued     -       -   Common stock – par value $ .10 per share; authorized 40,000,000 shares; issued – 20,586,045 shares at June 30, 2023 and 20,570,710 shares at December 31, 2022; outstanding – 16,150,693 shares at June 30, 2023 and 16,135,358 shares at December 31, 2022     2,059       2,057   Capital in excess of par value     187,758       187,405   Accumulated deficit     ( 44,957 )     ( 47,951 ) Accumulated other comprehensive loss     ( 3,846 )     ( 3,750 ) Treasury stock - at cost; 4,435,352 shares at June 30, 2023 and 4,435,352 shares at December 31, 2022     ( 21,484 )     ( 21,484 ) Total Ultralife Corporation equity     119,530       116,277   Non-controlling interest     145       126   Total shareholders’ equity     119,675       116,403                     Total liabilities and shareholders’ equity   $ 175,392     $ 168,430     The accompanying notes are an integral part of these consolidated financial statements.     1       ULTRALIFE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (In thousands except per share amounts) (Unaudited)       Three-month period ended     Six-month period ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022                                     Revenues   $ 42,692     $ 32,126     $ 74,608     $ 62,499   Cost of products sold     32,104       24,480       56,584       47,895   Gross profit     10,588       7,646       18,024       14,604                                     Operating expenses:                                 Research and development     1,778       1,672       3,810       3,529   Selling, general and administrative     5,145       5,181       10,523       10,577   Total operating expenses     6,923       6,853       14,333       14,106                                     Operating income     3,665       793       3,691       498                                     Other income (expense):                                 Interest and financing expense     ( 440 )     ( 177 )     ( 864 )     ( 311 ) Miscellaneous income     1,498       62       1,428       79   Total other income (expense)     1,058       ( 115 )     564       ( 232 )                                   Income before income taxes     4,723       678       4,255       266   Income tax provision (benefit)     1,375       170       1,242       ( 81 )                                   Net income     3,348       508       3,013       347                                     Net income (loss) attributable to non-controlling interest     8       ( 4 )     19       3                                     Net income attributable to Ultralife Corporation     3,340       512       2,994       344                                     Other comprehensive loss:                                 Foreign currency translation adjustments     ( 293 )     ( 1,262 )     ( 96 )     ( 1,498 )                                   Comprehensive income (loss) attributable to Ultralife Corporation   $ 3,047     $ ( 750 )   $ 2,898     $ ( 1,154 )                                   Net income per share attributable to Ultralife common stockholders – basic   $ .21     $ .03     $ .19     $ .02                                     Net income per share attributable to Ultralife common stockholders – diluted   $ .21     $ .03     $ .19     $ .02                                     Weighted average shares outstanding – basic     16,141       16,129       16,138       16,116   Potential common shares     3       20       3       25   Weighted average shares outstanding - diluted     16,144       16,149       16,141       16,141     The accompanying notes are an integral part of these consolidated financial statements.   2       ULTRALIFE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)       Six-month period ended       June 30, 2023     June 30, 2022   OPERATING ACTIVITIES:                 Net income   $ 3,013     $ 347   Adjustments to reconcile net income to net cash provided by (used in) operating activities:                 Depreciation     1,522       1,635   Amortization of intangible assets     436       651   Amortization of financing fees     32       17   Stock-based compensation     293       373   Deferred income taxes     888       ( 375 ) Changes in operating assets and liabilities:                 Accounts receivable     ( 803 )     ( 2,385 ) Inventories     ( 4,882 )     ( 6,606 ) Prepaid expenses and other assets     ( 526 )     104   Accounts payable and other liabilities     413       2,839   Net cash provided by (used in) operating activities     386       ( 3,400 )                   INVESTING ACTIVITIES:                 Purchases of property, plant and equipment     ( 1,013 )     ( 585 ) Net cash used in investing activities     ( 1,013 )     ( 585 )                   FINANCING ACTIVITIES:                 Borrowings on revolving credit facility     4,300       1,550   Payments on term loan facility     ( 1,000 )     ( 833 ) Proceeds from exercise of stock options     62       113   Payment of debt issuance costs     -       ( 25 ) Tax withholdings on stock-based awards     -       ( 11 ) Net cash provided by financing activities     3,362       794                     Effect of exchange rate changes on cash     ( 165 )     ( 108 )                   INCREASE (DECREASE) IN CASH     2,570       ( 3,299 )                   Cash, Beginning of period     5,713       8,413   Cash, End of period   $ 8,283     $ 5,114     The accompanying notes are an integral part of these consolidated financial statements.   3       ULTRALIFE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’  EQUITY (In thousands except share amounts) (Unaudited)                       Capital     Accumulated                                       Common Stock     in Excess     Other                     Non-               Number of             of Par     Comprehensive     Accumulated     Treasury     Controlling               Shares     Amount     Value     Income (Loss)     Deficit     Stock     Interest     Total                                                                     Balance – December 31, 2021     20,522,427     $ 2,052     $ 186,518     $ ( 1,653 )   $ ( 47,832 )   $ ( 21,469 )   $ 127     $ 117,743   Net income                                     344               3       347   Stock option exercises     38,369       4       109                       ( 7 )             106   Stock-based compensation – stock options                     362                                       362   Stock-based compensation - restricted stock                     11                                       11   Vesting of restricted stock     6,664       1       ( 1 )                     ( 4 )             ( 4 ) Foreign currency translation adjustments                             ( 1,498 )                             ( 1,498 ) Balance – June 30, 2022     20,567,460     $ 2,057     $ 186,999     $ ( 3,151 )   $ ( 47,488 )   $ ( 21,480 )   $ 130     $ 117,067                                                                     Balance – December 31, 2022     20,570,710     $ 2,057     $ 187,405     $ ( 3,750 )   $ ( 47,951 )   $ ( 21,484 )   $ 126     $ 116,403   Net income                                     2,994               19       3,013   Stock option exercises     15,335       2       60                       -               62   Stock-based compensation – stock options                     291                                       291   Stock-based compensation -restricted stock                     2                                       2   Foreign currency translation adjustments                             ( 96 )                             ( 96 ) Balance – June 30, 2023     20,586,045     $ 2,059     $ 187,758     $ ( 3,846 )   $ ( 44,957 )   $ ( 21,484 )   $ 145     $ 119,675                                                                     Balance – March 31, 2022     20,560,796     $ 2,056     $ 186,816     $ ( 1,889 )   $ ( 48,000 )   $ ( 21,476 )   $ 134     $ 117,641   Net income                                     512               ( 4 )     508   Stock option exercises     -       -       -                       -               -   Stock-based compensation – stock options                     181                                       181   Stock-based compensation -restricted stock                     3                                       3   Vesting of restricted stock     6,664       1       ( 1 )                     ( 4 )             ( 4 ) Foreign currency translation adjustments                             ( 1,262 )                             ( 1,262 ) Balance – June 30, 2022     20,567,460     $ 2,057     $ 186,999     $ ( 3,151 )   $ ( 47,488 )   $ ( 21,480 )   $ 130     $ 117,067                                                                     Balance – March 31, 2023     20,570,710     $ 2,057     $ 187,544     $ ( 3,553 )   $ ( 48,297 )   $ ( 21,484 )   $ 137     $ 116,404   Net income                                     3,340               8       3,348   Stock option exercises     15,335       2       60                       -               62   Stock-based compensation – stock options                     153                                       153   Stock-based compensation - restricted stock                     1                                       1   Foreign currency translation adjustments                             ( 293 )                             ( 293 ) Balance – June 30, 2023     20,586,045     $ 2,059     $ 187,758     $ ( 3,846 )   $ ( 44,957 )   $ ( 21,484 )   $ 145     $ 119,675     The accompanying notes are an integral part of these consolidated financial statements.   4     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, 2022.   The December 31, 2022 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.   Significant Accounting Policies   During the quarter ended June 30, 2023, in consultation with third party experts, the Company completed an analysis to determine and verify its eligibility for the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes under Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES Act”) and the American Rescue Plan of 2021, and filed the necessary amended payroll tax forms with the Internal Revenue Service to claim a refund for the credit.  The ERC refund receivable of $1,544 is included in prepaid expenses and other current assets on our consolidated balance sheet as of June 30, 2023, and the benefit is recognized as other income (expense) on our consolidated statement of income for the three and six-month periods ended June 30, 2023.   Recently Adopted Accounting Guidance   In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments”, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The adoption of this new accounting standard did not have a material impact on our consolidated financial statements.     2. DEBT   On December 13, 2021, Ultralife, Southwest Electronic Energy Corporation, a Texas corporation and wholly owned subsidiary of Ultralife (“SWE”), CLB, INC., a Texas corporation and wholly owned subsidiary of SWE (“CLB”), Ultralife Excell Holding Corp., a Delaware corporation and wholly owned subsidiary of Ultralife (“UEHC”), Ultralife Canada Holding Corp., a Delaware corporation and wholly owned subsidiary of UEHC (“UCHC”), and Excell Battery Corporation USA, a Texas corporation and wholly owned subsidiary of UEHC (“Excell USA”), as borrowers, entered into the Second Amendment Agreement with KeyBank National Association (“KeyBank” or the “Bank”), as lender and administrative agent, to amend the Credit and Security Agreement dated May 31, 2017 as amended by the First Amendment Agreement by and among Ultralife, SWE, CLB and KeyBank dated May 1, 2019 (the “Credit Agreement”). On November 28, 2022, Ultralife, SWE, CLB, UEHC, UCHC, Excell USA, and Excell Battery Canada ULC, a British Columbia unlimited liability corporation and wholly owned subsidiary of UCHC (“Excell Canada”), entered into that certain Third Amendment Agreement with KeyBank, to further amend the Credit Agreement to, among other things, facilitate the joinder of Excell Canada as a guarantor under the Credit Agreement and to replace the LIBOR benchmark thereunder with SOFR (the “Third Amendment Agreement”, and together with the Second Amendment Agreement and the Credit Agreement, the “Amended Credit Agreement”).   5     The Amended Credit Agreement, among other things, provides for a 5 -year, $ 10,000 senior secured term loan (the “Term Loan Facility”) and extends the term of the $ 30,000 senior secured revolving credit facility (the “Revolving Credit Facility”, and together with the Term Loan Facility, the “Amended Credit Facilities”) through May 30, 2025. Up to six months prior to May 30, 2025, the Revolving Credit Facility may be increased to $ 50,000 with the Bank’s concurrence.   As of June 30, 2023, the Company had $ 7,167 outstanding principal on the Term Loan Facility, $ 2,000 of which is included in current portion of long-term debt on the balance sheet, and $ 17,630 outstanding on the Revolving Credit Facility. As of June 30, 2023, total unamortized debt issuance costs of $ 155 , including placement, renewal and legal fees associated with the Amended Credit Agreement, are classified as a reduction of long-term debt on the balance sheet. Debt issuance costs are amortized to interest expense over the term of the Amended Credit Facilities.   The remaining availability under the Revolving Credit Facility is subject to certain borrowing base limits based on trade receivables and inventories.   The Company is required to repay the borrowings under the Term Loan Facility in equal consecutive monthly payments commencing on February 1, 2022, in arrears, together with applicable interest. All unpaid principal and accrued and unpaid interest with respect to the Term Loan Facility is due and payable in full on January 1, 2027. All unpaid principal and accrued and unpaid interest with respect to the Revolving Credit Facility is due and payable in full on May 30, 2025. The Company may voluntarily prepay principal amounts outstanding at any time subject to certain restrictions.   In addition to the customary affirmative and negative covenants, the Company must maintain a Consolidated Senior Leverage Ratio, as defined in the Amended Credit Agreement, of equal to or less than 3.5 to 1.0 for the fiscal quarters ending December 31, 2022 and March 31, 2023, and equal to or less than 3.0 to 1.0 for the fiscal quarters ending June 30, 2023 and thereafter. The Company was in full compliance with its covenants under the Amended Credit Agreement as of June 30, 2023.   Borrowings under the Amended Credit Facilities are secured by substantially all the assets of the Company and its subsidiaries.   Upon the effectiveness of the Third Amendment Agreement, interest accrues on outstanding indebtedness under the Amended Credit Facilities at the Daily Simple SOFR Rate, plus an index spread adjustment of 0.10 %, plus the applicable margin. The applicable margin ranges from 185 to 215 basis points and is determined based on the Company’s senior leverage ratio.   The Company must pay a fee of 0.15 % to 0.25 % based on the average daily unused availability under the Revolving Credit Facility.   Payments must be made by the Company to the extent borrowings exceed the maximum amount then permitted to be drawn on the Amended Credit Facilities 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.   6       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, if any, and is calculated using the treasury stock method.   For the three-month period ended June 30, 2023, there were 4,166 outstanding stock options and 2,500 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, as such securities were dilutive, resulting in 2,334 potential common shares included in the calculation of diluted EPS. For the comparable three-month period ended June 30, 2022, 135,163 outstanding stock options and unvested 5,000 restricted stock awards were included in the calculation of diluted EPS, resulting in 20,352 potential common shares included in the calculation of diluted EPS. There were 1,289,862 and 1,073,077 outstanding stock options for the three-month periods ended June 30, 2023 and 2022, respectively, not included in EPS as the effect would be anti-dilutive.   For the six-month period ended June 30, 2023, there were no outstanding stock options and 2,500 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, resulting in 2,157 potential common shares included in the calculation of diluted EPS. For the comparable six-month period ended June 30, 2022, 135,163 outstanding stock options and 5,000 unvested restricted stock awards were included in the calculation of diluted EPS, resulting in 24,751 potential common shares included in the calculation of diluted EPS. There were 1,294,028 and 1,073,077 outstanding stock options for the six-month periods ended June 30, 2023 and 2022, respectively, not included in EPS 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, 2023 and December 31, 2022. 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.   Cash   The composition of the Company’s cash was as follows:       June 30,     December 31,       2023     2022   Cash   $ 8,202     $ 5,634   Restricted cash     81       79   Total   $ 8,283     $ 5,713     As of June 30, 2023 and December 31, 2022, restricted cash included $ 81 and $ 79 , respectively, of euro-denominated deposits withheld by the Dutch tax authorities and third-party VAT representatives in connection with a previously utilized logistics arrangement in the Netherlands. Restricted cash is included as a component of the cash balance for purposes of the consolidated statements of cash flows.   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:       June 30,     December 31,       2023     2022   Raw materials   $ 32,496     $ 29,200   Work in process     4,125       2,757   Finished goods     9,442       9,235   Total   $ 46,063     $ 41,192     7     Property, Plant and Equipment, Net   Major classes of property, plant and equipment consisted of the following:       June 30,     December 31,       2023     2022   Land   $ 1,273     $ 1,273   Buildings and leasehold improvements     15,569       15,572   Machinery and equipment     64,044       63,981   Furniture and fixtures     2,791       2,845   Computer hardware and software     7,798       7,744   Construction in process     1,847       1,245         93,322       92,660   Less: Accumulated depreciation     ( 72,200 )     ( 70,944 ) Property, plant and equipment, net   $ 21,122     $ 21,716       Depreciation expense for property, plant and equipment was as follows:       Three-month period ended     Six-month period ended       June 30,     June 30,     June 30,     June 30,       2023     2022     2023     2022   Depreciation expense   $ 760     $ 819     $ 1,522     $ 1,635       Goodwill   The following table summarizes the goodwill activity by segment for the six-month period ended June 30, 2023.       Battery & Energy     Communications               Products     Systems     Total   Balance – December 31, 2022   $ 25,935     $ 11,493     $ 37,428   Effect of foreign currency translation     73       -       73   Balance – June 30, 2023   $ 26,008     $ 11,493     $ 37,501       Other Intangible Assets, Net   The composition of other intangible assets was:       at June 30, 2023               Accumulated               Cost     Amortization     Net   Customer relationships   $ 13,079     $ 6,346     $ 6,733   Patents and technology     5,600       5,259       341   Trade names     4,645       589       4,056   Trademarks     3,399       -       3,399   Other     1,500       477       1,023   Total other intangible assets   $ 28,223     $ 12,671     $ 15,552     8           at December 31, 2022               Accumulated               Cost     Amortization     Net   Customer relationships   $ 12,970     $ 5,992     $ 6,978   Patents and technology     5,557       5,171       386   Trade names     4,629       522       4,107   Trademarks     3,404       -       3,404   Other     1,500       454       1,046   Total other intangible assets   $ 28,060     $ 12,139     $ 15,921       The change in the cost of total intangible assets from December 31, 2022 to June 30, 2023 is the effect of foreign currency translations.   Amortization expense for other intangible assets was as follows:       Three-month period ended     Six-month period ended       June 30,     June 30,     June 30,     June 30,       2023     2022     2023     2022     Amortization included in:                                   Selling, general and administrative   $ 203     $ 298     $ 388     $ 600   Research and development     24       25       48       51   Total amortization expense   $ 227     $ 323     $ 436     $ 651         5. STOCK-BASED COMPENSATION   We recorded non-cash stock compensation expense in each period as follows:       Three-month period ended     Six-month period ended       June 30,     June 30,     June 30,     June 30,       2023     2022     2023     2022   Stock options   $ 153     $ 181     $ 291     $ 362   Restricted stock     1       3       2       11   Total   $ 154     $ 184     $ 293     $ 373     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, 2023, there was $ 438 of total unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted average period of 1.1 years.   9     The following table summarizes stock option activity for the six-month period ended June 30, 2023:       Number of Shares     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (years)     Aggregate Intrinsic Value   Outstanding at January 1, 2023     1,425,693     $ 6.72                   Granted     12,500     $ 4.07                   Exercised     ( 44,390 )   $ 4.29                   Forfeited or expired     ( 99,775 )   $ 4.84                   Outstanding at June 30, 2023     1,294,028     $ 6.93       3.66     $ 15,640   Vested and expected to vest at June 30, 2023     1,188,048     $ 7.01       3.52     $ 13,124   Exercisable at June 30, 2023     858,695     $ 7.44       2.45     $ 2,304     Cash received from stock option exercises under our stock-based compensation plans for the three-month periods ended June 30, 2023 and June 30, 2022 was $ 62 and $ 0 , respectively. Cash received from stock option exercises under our stock-based compensation plans for the six-month periods ended June 30, 2023 and June 30, 2022 was $ 62 and $ 113 , respectively.   Outstanding restricted shares vest in equal annual installments over three (3) years. Unrecognized compensation cost related to outstanding restricted shares at June 30, 2023 was $ 1 .       6. INCOME TAXES   Our effective tax rate for the six-month periods ended June 30, 2023 and June 30, 2022 was 29.2 % and ( 30.5 %), respectively. The period-over-period change was primarily attributable to the geographic mix of our operating results and the larger impact of discrete adjustments in the prior year.   As of December 31, 2022, we have domestic net operating loss (“NOL”) carryforwards of $ 40,952 , which expire 2025 through 2035, and domestic tax credits of $ 2,600 , which expire 2028 through 2042, available to reduce future taxable income. As of June 30, 2023, management has concluded it is more likely than not that these domestic NOL and credit carryforwards will be fully utilized.   As of June 30, 2023, 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, 2023, 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, 2023, 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, 2023 and December 31, 2022.   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 2019-2022 remain subject to IRS examination. Our U.S. tax matters for 2005 -2007 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 2005 -2007 and 2011-2022 remain subject to examination by various state and local tax jurisdictions. Our tax matters for the years 2013 through 2022 remain subject to examination by the respective foreign tax jurisdiction authorities.   10       7. OPERATING LEASES   The Company has operating leases predominantly for operating facilities. As of June 30, 2023, the remaining lease terms on our operating leases range from approximately one ( 1 ) year to eight ( 8 ) 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:       Three months ended     Six months ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Operating lease cost   $ 239     $ 226     $ 480     $ 458   Variable lease cost     29       23       57       47   Total lease cost   $ 268     $ 249     $ 537     $ 505     Supplemental cash flow information related to leases was as follows:       Six-month period ended June 30,       2023     2022   Cash paid for amounts included in the measurement of lease liabilities:                 Operating cash flows from operating leases   $ 494     $ 449   Right-of-use assets obtained in exchange for lease liabilities:   $ 310     $ -     Supplemental consolidated balance sheet information related to leases was as follows:     Balance sheet classification   June 30, 2023     December 31, 2022   Assets:                   Operating lease right-of-use asset Other noncurrent assets   $ 2,187     $ 2,187                       Liabilities:                   Current operating lease liability Accrued expenses and other current liabilities   $ 968     $ 895   Operating lease liability, net of current portion Other noncurrent liabilities     1,199       1,307   Total operating lease liability   $ 2,167     $ 2,202                       Weighted-average remaining lease term (years)     4.4       4.7                       Weighted-average discount rate     4.5 %     4.5 %   Future minimum lease payments as of June 30, 2023 are as follows:   Maturity of operating lease liabilities         2023   $ 520   2024     652   2025     313   2026     245   2027     222   Thereafter     436   Total lease payments     2,388   Less: Imputed interest     ( 221 ) Present value of remaining lease payments   $ 2,167     11       8. COMMITMENTS AND CONTINGENCIES   Purchase Commitments   As of June 30, 2023, we have made commitments to purchase approximately $ 1,023 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 2023 and 2022 were as follows:       Six-month period ended June 30,       2023     2022   Accrued warranty obligations – beginning   $ 323     $ 133   Accruals for warranties issued     172       25   Settlements made     ( 62 )     ( 26 ) Accrued warranty obligations – ending   $ 433     $ 132       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 sheet.   As of June 30, 2023, there was deferred revenue on extended warranty contracts of $ 944 , comprised of $ 164 expected to be recognized as revenue within one (1) year and classified as accrued expenses and other current liabilities on our consolidated balance sheet, and $ 780 expected to be recognized as revenue over the remaining duration of the respective contracts and classified as other noncurrent liabilities on our consolidated balance sheet.   As of December 31, 2022, there was deferred revenue on extended warranty contracts of $ 682 , comprised of $ 119 expected to be recognized as revenue within one (1) year and classified as accrued expenses and other current liabilities on our consolidated balance sheet, and $ 563 expected to be recognized as revenue over the remaining duration of the respective contracts and classified as other noncurrent liabilities on our consolidated balance sheet.   12     As of June 30, 2023 and December 31, 2022, 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   We report our results in two operating 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. We believe that reporting performance at the gross profit level is the best indicator of segment performance.   Three-month period ended June 30, 2023:       Battery & Energy Products     Communications Systems     Corporate     Total   Revenues   $ 33,861     $ 8,831     $ -     $ 42,692   Segment contribution     7,543       3,045       ( 6,923 )     3,665   Other income                     1,058       1,058   Income tax provision                     ( 1,375 )     ( 1,375 ) Non-controlling interest                     ( 8 )     ( 8 ) Net income attributable to Ultralife                           $ 3,340     Three-month period ended June 30, 2022:       Battery & Energy Products     Communications Systems     Corporate     Total   Revenues   $ 30,140     $ 1,986     $ -     $ 32,126   Segment contribution     7,151       495       ( 6,853 )     793   Other expense                     ( 115 )     ( 115 ) Income tax provision                     ( 170 )     ( 170 ) Non-controlling interest                     4       4   Net income attributable to Ultralife                           $ 512     Six-month period ended June 30, 2023:       Battery & Energy Products     Communications Systems     Corporate     Total   Revenues   $ 62,331     $ 12,277     $ -     $ 74,608   Segment contribution     14,055       3,969       ( 14,333 )     3,691   Other income                     564       564   Income tax provision                     ( 1,242 )     ( 1,242 ) Non-controlling interest                     ( 19 )     ( 19 ) Net income attributable to Ultralife                           $ 2,994     13     Six-month period ended June 30, 2022:       Battery & Energy Products     Communications Systems     Corporate     Total   Revenues   $ 59,290     $ 3,209     $ -     $ 62,499   Segment contribution     13,872       732       ( 14,106 )     498   Other expense                     ( 232 )     ( 232 ) Income tax benefit                     81       81   Non-controlling interest                     ( 3 )     ( 3 ) Net income attributable to Ultralife                           $ 344       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, 2023:       Total Revenue     Commercial     Government/ Defense   Battery & Energy Products   $ 33,861     $ 26,950     $ 6,911   Communications Systems     8,831       -       8,831   Total   $ 42,692     $ 26,950     $ 15,742                 63 %     37 %   Three-month period ended June 30, 2022:       Total Revenue     Commercial     Government/ Defense   Battery & Energy Products   $ 30,140     $ 24,682     $ 5,458   Communications Systems     1,986       -       1,986   Total   $ 32,126     $ 24,682     $ 7,444                 77 %     23 %   Six-month period ended June 30, 2023:       Total Revenue     Commercial     Government/ Defense   Battery & Energy Products   $ 62,331     $ 49,169     $ 13,162   Communications Systems     12,277       -       12,277   Total   $ 74,608     $ 49,169     $ 25,439                 66 %     34 %   Six-month period ended June 30, 2022:       Total Revenue     Commercial     Government/ Defense   Battery & Energy Products   $ 59,290     $ 47,276     $ 12,014   Communications Systems     3,209       -       3,209   Total   $ 62,499     $ 47,276     $ 15,223                 76 %     24 %   14     U.S. and Non-U.S. Revenue Information 1 :   Three-month period ended June 30, 2023:       Total Revenue     United States     Non-United States   Battery & Energy Products   $ 33,861     $ 17,394     $ 16,467   Communications Systems     8,831       3,945       4,886   Total   $ 42,692     $ 21,339     $ 21,353                 50 %     50 %   Three-month period ended June 30, 2022:       Total Revenue     United States     Non-United States   Battery & Energy Products   $ 30,140     $ 13,330     $ 16,810   Communications Systems     1,986       1,910       76   Total   $ 32,126       15,240     $ 16,886                 47 %     53 %   Six-month period ended June 30, 2023:       Total Revenue     United States     Non-United States   Battery & Energy Products   $ 62,331     $ 31,162     $ 31,169   Communications Systems     12,277       6,822       5,455   Total   $ 74,608     $ 37,984     $ 36,624                 51 %     49 %   Six-month period ended June 30, 2022:       Total Revenue     United States     Non-United States   Battery & Energy Products   $ 59,290     $ 27,870     $ 31,420   Communications Systems     3,209       3,062       147   Total   $ 62,499     $ 30,932     $ 31,567                 49 %     51 %   1 Sales classified to U.S. include shipments to U.S.-based prime contractors which in some cases may serve non-U.S. projects.   15       Item 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Forward-Looking Statements   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, changes in economic conditions including inflation and supply chain disruptions affecting our business, revenues and earnings adversely; the continued impact of COVID-19 causing delays in the manufacture and delivery of our mission critical products to end customers;  our reliance on certain key customers; our efforts to develop new commercial applications for our products; reduced U.S. and foreign military spending including the uncertainty associated with government budget approvals; the unique risks associated with our China operations; breaches in information systems security and other disruptions in our information technology systems; potential disruptions in our supply of raw materials and components; fluctuations in the price of oil and the resulting impact on the demand for downhole drilling; our ability to retain top management and key personnel; our resources being overwhelmed by our growth; possible future declines in demand for the products that use our batteries or communications systems; safety risks, including the risk of fire; variability in our quarterly and annual results and the price of our common stock; rising interest rates increasing the cost of our variable borrowings; purchases by our customers of product quantities not meeting the volume expectations in our supply agreements; potential costs attributable to the warranties we supply with our products and services; our inability to comply with changes to the regulations for the shipment of our products; our ability to utilize our net operating loss carryforwards; our entrance into new end-markets which could lead to additional financial exposure; negative publicity concerning Lithium-ion batteries; possible impairments of our goodwill and other intangible assets; our exposure to foreign currency fluctuations; the risk that we are unable to protect our proprietary and intellectual property; rules and procedures regarding contracting with the U.S. and foreign governments; exposure to possible violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or other anti-corruption laws; known and unknown environmental matters; possible audits of our contracts by the U.S. and foreign governments and their respective defense agencies; our ability to comply with government regulations regarding the use of “conflict minerals”; technological innovations in the non-rechargeable and rechargeable battery industries; 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,” “expect,” “seek,” “project,” “intend,” “plan,” “may,” “will,” “should,” “would,” “could,” 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 Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.   Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition and liquidity and the development of the industries in which we operate are consistent with the forward-looking statements contained in this quarterly report, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.   Undue reliance should not be placed on our forward-looking statements. Except as required by law, we disclaim any obligation to update any risk factors or to publicly announce the results of any revisions to any of the forward looking statements in this report to reflect new information or risks, future events or other developments.   The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements and notes thereto in Part I, Item 1 of this Form 10-Q, and the consolidated financial statements and notes thereto and risk factors in our Annual Report on Form 10-K for the year ended December 31, 2022.   The financial information in this MD&A is presented in thousands of dollars, except for share and per share amounts, unless otherwise specified.   16     General   We offer products and services ranging from power solutions to communications and electronics systems to customers across the globe in the government, defense and commercial sectors. With an emphasis on strong engineering and a collaborative approach to problem solving, we design and manufacture power and communications systems including: rechargeable and non-rechargeable batteries, charging systems, communications and electronics systems and accessories, and custom engineered systems related to those product lines. We continually evaluate ways to grow, including the design, development and sale of new products, expansion of our sales force to penetrate new markets and territories, as well as seeking opportunities to expand through acquisitions.   We sell our products worldwide through a variety of trade channels, including original equipment manufacturers (“OEMs”), industrial and defense supply distributors, and directly to U.S. and foreign defense departments. We enjoy strong name recognition in our markets under our Ultralife® Batteries, Lithium Power®, McDowell Research®, AMTI TM , ABLE TM , ACCUTRONICS™, ACCUPRO™, ENTELLION™, SWE Southwest Electronic Energy Group™, SWE DRILL-DATA™, SWE SEASAFE™, Excell Battery Group™ and Criterion Gauge brands. We have sales, operations and product development facilities in North America, Europe and Asia.   We report our results in two operating segments: Battery & Energy Products and Communications Systems. The Battery & Energy Products segment includes Lithium 9-volt, cylindrical, thin cell and 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. We believe that reporting performance at the gross profit level is the best indicator of segment performance. As such, we report segment performance at the gross profit level and operating expenses as Corporate charges (See Note 10 in the notes to consolidated financial statements.)   Our website address is www.ultralifecorporation.com. We make available free of charge via a hyperlink on our website (see Investor Relations link on the website) our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports and statements 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 Philip A. Fain, CFO, Treasurer and 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.     Overview   Consolidated revenues of $42,692 for the three-month period ended June 30, 2023, increased by $10,566 or 32.9%, over $32,126 for the three-month period ended June 30, 2022, reflecting increases in government/defense sales of 111.5% and commercial sales of 9.2%.  Sales for our Battery & Energy Products segment increased 12.3% from $30,140 in the second quarter of 2022 to $33,861 for the second quarter of 2023, and sales for our Communications Systems segment increased 344.6% from $1,986 to $8,831.   Gross profit was $10,588, or 24.8% of revenue, for the three-month period ended June 30, 2023, compared to $7,646, or 23.8% of revenue, for the same quarter a year ago. The 100-basis point improvement primarily resulted from higher factory volume and favorable product mix for our Communications Systems business.   Operating expenses increased to $6,923 for the three-month period ended June 30, 2023, compared to $6,853 for the three-month period ended June 30, 2022. The increase of $70 or 1.0% was primarily attributable to slightly higher new product development investments in the 2023 period. Operating expenses represented 16.2% of revenues compared to 21.3% of revenues for the year-earlier period.   Operating income for the three-month period ended June 30, 2023 was $3,665, or 8.6% of revenues, compared to $793, or 2.5% of revenues, for the year-earlier period. The increase in operating income resulted from the 32.9% increase in revenues leveraged by the 100-basis point improvement in gross margin and the 510-basis point improvement in operating expenses to revenues ratio.   17     Other income (expense) for the second quarter of 2023 includes an Employee Retention Credit of $1,544 under Section 2301 of the Coronavirus Aid, Relief and Economic Security Act which was filed with the Internal Revenue Service during the period.   Net income was $3,340 or $0.21 per share – basic and diluted on a GAAP basis, compared to net income of $512 million or $0.03 per share – basic and diluted for the second quarter of 2022.  Adjusted EPS was $0.29 - basic and diluted for the second quarter of 2023, compared to $0.03 - basic and diluted for the 2022 period. Adjusted EPS excludes the provision for deferred taxes of $1,278 which primarily represents non-cash charges for U.S. taxes which will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. See the section “Adjusted EPS” on Page 23 for a reconciliation of adjusted EPS to EPS.   Adjusted EBITDA, defined as net income attributable to Ultralife before net interest expense, provision (benefit) for income taxes, depreciation and amortization, and stock-based compensation expense, plus/minus expenses/income that we do not consider reflective of our ongoing operations, amounted to $6,296, or 14.7% of revenues, for the second quarter of 2023, compared to $2,185, or 6.8% of revenues, for the second quarter of 2022. See the section “Adjusted EBITDA” beginning on Page 21 for a reconciliation of adjusted EBITDA to net income attributable to Ultralife.   With backlog increasing to $110,875 and durable demand across our diverse end markets, the near-term highest priority remains to recapture gross margin through continued execution of price realization activities, qualification of alternate component suppliers, and lean manufacturing initiatives.  These actions position us to deliver high-quality, sustainable profitable growth for 2023 generating incremental cash flow to pay down our acquisition debt and further invest in our businesses.  We continue to strengthen our relationships with our key customers using our global new product development and sales resources to support future growth in target markets.     Results of Operations   Three-Month Periods Ended June 30, 2023 and June 30, 2022   Revenues. Consolidated revenues for the three-month period ended June 30, 2023 were $42,692, an increase of $10,566, or 32.9%, over $32,126 for the three-month period ended June 30, 2022. Overall, government/defense sales increased 111.5% and commercial sales increased 9.2%.   Battery & Energy Products revenues increased $3,721, or 12.3%, from $30,140 for the three-month period ended June 30, 2022 to $33,861 for the three-month period ended June 30, 2023, reflecting increases of $2,268 or 9.2% in commercial sales and $1,453 and 26.6% in government/defense sales.  The increase in commercial sales was driven by a $1,966 or 25.2% increase in medical sales reflecting an increased demand for our batteries used in ventilators, respirators, infusion pumps and other medical devices and a $1,694 or 17.9% increase in oil & gas sales reflecting a rebound in the energy sector.  These increases in commercial sales were partially offset by a $1,392 or 18.8% decrease in industrial and other commercial sales primarily attributable to 9-Volt and our new Thionyl Chloride and thin cell battery cells for which sales are expected to rebound in future periods.   Communications Systems sales increased $6,845, or 344.6%, from $1,986 for the three-month period ended June 30, 2022 to $8,831 for the three-month period ended June 30, 2023. The increase was primarily attributable to shipments of vehicle-amplifier adaptor orders to a global defense contractor for the U.S. Army and of integrated systems of amplifiers and radio vehicle mounts to a major international defense contractor for an ongoing allied country government/defense modernization program.   Our total backlog at June 30, 2023 was $110,875 representing a 40.1% increase over the comparable $79,147 for the same period last year, with $76,400 due to ship over the remaining six months of 2023.  Total backlog increased $2,772 or 2.6% compared to the backlog of $108,102 at March 31, 2023.   Cost of Products Sold / Gross Profit. Cost of products sold totaled $32,104 for the quarter ended June 30, 2023, an increase of $7,624, or 31.1%, from the $24,480 reported for the same three-month period a year ago. Consolidated cost of products sold as a percentage of total revenue decreased from 76.2% for the three-month period ended June 30, 2022 to 75.2% for the three-month period ended June 30, 2023. Correspondingly, consolidated gross margin increased from 23.8% for the three-month period ended June 30, 2022, to 24.8% for the three-month period ended June 30, 2023, primarily reflecting higher factory volume and favorable product mix for our Communications Systems business.   For our Battery & Energy Products segment, gross profit for the second quarter of 2023 was $7,543, an increase of $392 or 5.5% from gross profit of $7,151 for the second quarter of 2022. Battery & Energy Products’ gross margin of 22.3% decreased by 140-basis points from the 23.7% gross margin for the year-earlier period, primarily reflecting lingering inefficiencies resulting from the January 2023 cyberattack, disposition of certain non-conforming materials and continued investments in the transition of new products to high volume production, partially offset by improved price realization.   18     For our Communications Systems segment, gross profit for the second quarter of 2023 was $3,045 or 34.5% of revenues, compared to gross profit of $495 or 24.9% of revenues for the second quarter of 2022. The 960-basis point increase in gross margin was primarily due to higher factory volume and favorable product mix compared to last year’s second quarter.   Operating Expense. Overall, operating expenses were 16.2% of revenue for the quarter ended June 30, 2023 compared to 21.3% of revenue for the quarter ended June 30, 2022. Amortization expense associated with intangible assets related to our acquisitions was $227 for the second quarter of 2023 ($203 in selling, general and administrative expenses and $24 in research and development costs), compared with $323 for the second quarter of 2022 ($298 in selling, general, and administrative expenses and $25 in research and development costs). Research and development costs were $1,778 for the three-month period ended June 30, 2023, an increase of $106 or 6.3%, from $1,672 for the three-months ended June 30, 2022. The increase is largely attributable to an increase in new product development in our Communications Systems business to pursue both government/defense major programs and commercial opportunities. Selling, general, and administrative expenses were essentially flat year over year, decreasing from $5,181 for the second quarter of 2022 to $5,145 for the second quarter of 2023.   Other Income (Expense). Other income (expense) totaled $1,058 for the three-month period ended June 30, 2023 compared to ($115) for the three-month period ended June 30, 2022.  Other income for the 2023 period includes an Employee Retention Credit (“ERC”) of $1,544 under Section 2301 of the Coronavirus Aid, Relief and Economic Security Act which was filed with the Internal Revenue Service during the second quarter of 2023. Interest and financing expense increased $263, or 148.6%, from ($177) for the second quarter of 2022 to ($440) for the comparable period in 2023. The increase is primarily due to the financing of our acquisition of Excell in December 2021, working capital funding resulting from the January 2023 cyberattack and rising interest rates. Excluding the $1,544 gain for the ERC, miscellaneous income (expense) amounted to ($46) for the second quarter of 2023 compared to $62 for the second quarter of 2022, primarily attributable to foreign exchange gains and loss due to fluctuations in foreign currency exchange rates.   Income Taxes. The tax provision for the 2023 second quarter was $1,375 compared to $170 for the second quarter of 2022. Our effective tax rate increased to 29.1% for the second quarter of 2023 as compared to 25.1% for the second quarter of 2022, primarily attributable to the magnitude of our income reported in the 2023 quarter, including the Employee Retention Credit, and the geographic mix of our operating results.  The income tax provision for the second quarter of 2023 is comprised of a $97 current provision for taxes expected to be paid on income primarily in foreign jurisdictions, representing a cash-based effective tax rate of 2.1%, and a $1,278 deferred tax provision which primarily represents non-cash charges for U.S. taxes that will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.  For the comparable 2022 period, the income tax provision was comprised of a $143 current tax provision, representing a cash-based effective tax rate of 21.1%, and a $27 deferred tax provision. The period over period change in the cash-based effective tax rate is primarily attributable to the geographic mix of our operating results. 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 $3,340, or $0.21 per share – basic and diluted on a GAAP basis for the three-month period ended June 30, 2023, compared to $512, or $0.03 per share – basic and diluted, for the three-month period ended June 30, 2022.  Adjusted EPS was $0.29 on a diluted basis for the second quarter of 2023, compared to $0.03 for the second quarter of 2022.  Adjusted EPS excludes the provision for deferred taxes of $1,278 and $27 for the 2023 and 2022 periods, respectively, which primarily represent non-cash charges for U.S. taxes that will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.  See the section “Adjusted EPS” on Page 23 for a reconciliation of adjusted EPS to EPS.    Weighted average shares outstanding used to compute diluted earnings per share decreased from 16,149,278 for the second quarter of 2022 to 16,143,686 for the second quarter of 2023. The decrease is attributable to stock option exercises since the second quarter of 2022 offset by a decrease in the average stock price used to compute diluted shares from $4.93 for the second quarter of 2022 to $4.52 for the second quarter of 2023. Accordingly, dilutive shares of 20,352 were added to basic weighted average shares for the 2022 period compared to 2,334 for the 2023 period.   19     Six-Month Periods Ended June 30, 2023 and June 30, 2022   Revenues.   Consolidated revenues for the six-month period ended June 30, 2023 were $74,608, an increase of $12,109, or 19.4%, over $62,499 for the six-month period ended June 30, 2022.  Overall, government/defense sales increased $10,216 or 67.1% and commercial sales increased $1,893 or 4.0% .  On January 25, 2023, the Company experienced a ransomware cyberattack which impacted our ability to process orders, ship products, provide services to our customers and effectively manage our sales and operating planning process over a several week period for our Newark, NY location and an even longer period for our Virginia Beach, VA location. A large portion of our time during the quarter was devoted to data restoration, systems security augmentation, and regulatory reporting of the cyberattack, all of which were successfully accomplished with no ransom paid.  Management continues to work on its cybersecurity insurance claim covering the cost of engaging external cybersecurity experts and the business interruption impact.   Battery & Energy Products revenues increased $3,041, or 5.1%, from $59,290 for the six-month period ended June 30, 2022 to $62,331 for the six-month period ended June 30, 2023.  The increase was attributable to a $1,893 or 4.0% increase in commercial sales and a $1,148 or 9.6% increase in government/defense sales.  The increase in commercial sales was driven by a $3,601 or 19.5% increase in oil & gas sales reflecting the recent rebound in the energy sector and a $597 or 3.9% increase in medical battery sales due to the high demand for our batteries used in ventilators, respirators, infusion pumps and other medical devices. These increases in commercial sales were partially offset by a $2,305 or 16.9% decrease in industrial and other commercial market sales primarily due to timing of demand for 9-Volt and our new Thionyl Chloride and thin cell battery cells which are expected to rebound in future periods.    Communications Systems revenues increased $9,068, or 282.6%, from $3,209 for the six-month period ended June 30, 2022 to $12,277 for the six-month period ended June 30, 2023. This increase was primarily attributable to shipments of vehicle-amplifier adaptor orders to a global defense contractor for the U.S. Army and of integrated systems of amplifiers and radio vehicle mounts to a major international defense contractor for an ongoing allied country government/defense modernization program.   Cost of Products Sold / Gross Profit.   Cost of products sold totaled $56,584 for the six-month period ended June 30, 2023, an increase of $8,689, or 18.1%, from the $47,895 reported for the same six-month period a year ago. Consolidated cost of products sold as a percentage of total revenue decreased from 76.6% for the six-month period ended June 30, 2022 to 75.8% for the six-month period ended June 30, 2023. Correspondingly, consolidated gross margin increased from 23.4% for the six-month period ended June 30, 2022, to 24.2% for the six-month period ended June 30, 2023, primarily reflecting higher factory volume and favorable product mix for our Communications Systems segment, tempered by the inefficiencies experienced at our Newark, NY and Virginia Beach, VA facilities resulting from the January 2023 cyberattack.    For our Battery & Energy Products segment, gross profit for the first six months of 2023 was $14,055, an increase of $183 or 1.3% over gross profit of $13,872 for the comparable 2022 period. Battery & Energy Products’ gross margin of 22.5% decreased by 90 basis points from the 23.4% gross margin for the year-earlier period, primarily reflecting lingering supply chain disruptions, inefficiencies resulting from the January 2023 cyberattack, disposition of certain non-conforming materials and continued investments in the transition of new products to high volume production, partially offset by improved price realization.   For our Communications Systems segment, gross profit for the first six months of 2023 was $3,969 or 32.3% of revenues, compared to gross profit of $732 or 22.8% of revenues, for the comparable 2022 period. The increase was primarily due to higher factory volume and favorable product mix compared to last year’s second quarter.   Operating Expenses. Operating expenses for the six-month period ended June 30, 2023 were $14,333, an increase of $227 or 1.6% from the $14,106 for the six-month period ended June 30, 2022.  The increase is primarily attributable to increased new product development investments and the recording of the $100 deductible on our cybersecurity insurance policy for expenses incurred associated with the January 2023 cyberattack.  Both periods reflected continued tight control over discretionary spending.   Overall, operating expenses as a percentage of revenues were 19.2% for the six-month period ended June 30, 2023 compared to 22.6% for the six-month period ended June 30, 2022.  Amortization expense associated with intangible assets related to our acquisitions was $436 for the first six months of 2023 ($388 in selling, general and administrative expenses and $48 in research and development costs), compared with $651 for the first six months of 2022 ($600 in selling, general, and administrative expenses and $51 in research and development costs). Research and development costs were $3,810 for the six-month period ended June 30, 2023, an increase of $281 or 8.0%, from $3,529 for the six-months ended June 30, 2022. The increase is largely attributable to an increase in new product development in our Communications Systems business to pursue both government/defense major programs and commercial opportunities. Selling, general, and administrative expenses were essentially flat year over year, decreasing from $10,577 for the first six months of 2022 to $10,523 for the first six months of 2023, a decrease of $54 or 0.05%.    20     Other Income (Expense). Other income (expense) totaled $564 for the six-month period ended June 30, 2023 compared to ($232) for the six-month period ended June 30, 2022.  Other income for the 2023 period includes an Employee Retention Credit for $1,544 under Section 2301 of the Coronavirus Aid, Relief and Economic Security Act which was filed with the Internal Revenue Service during the second quarter of 2023. Interest and financing expense increased $553, or 177.8%, from ($311) for the first six months of 2022 to ($864) for the comparable period in 2023. The increase is primarily due to the financing of our acquisition of Excell in December 2021, working capital funding resulting from our January 2023 cyberattack and rising interest rates. Excluding the ERC gain in the 2023 period, miscellaneous income (expense) amounted to ($116) for the 2023 period compared to $79 for the 2022 period, primarily attributable to foreign exchange gains and loss due to fluctuations in foreign currency exchange rates.   Income Taxes. The income tax provision for the 2023 six-month period was $1,242 compared to an income tax benefit of ($81) for the 2022 six-month period. Our effective tax rate increased to 29.2% for the 2023 period as compared to (30.5%) for the 2022 period, primarily attributable to the magnitude of our income reported in the first six-months of 2023, including the Employee Retention Credit, and the geographic mix of our operating results.  The income tax provision for the first six months of  2023 is comprised of a $354 current provision for taxes expected to be paid on income primarily in foreign jurisdictions, representing a cash-based effective tax rate of 8.3%, and an $888 deferred tax provision which primarily represents non-cash charges for U.S. taxes that will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.  For the comparable 2022 period, the income tax benefit was comprised of a $294 current tax provision, representing a cash-based effective tax rate of 110.5%, and a ($375) deferred tax benefit.  The period over period change in the cash-based effective tax rate is primarily attributable to the geographic mix of our operating results. 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 $2,994, or $0.19 per share – basic and diluted on a GAAP basis for the six-month period ended June 30, 2023, compared to $344, or $0.02 per share – basic and diluted, for the six-month period ended June 30, 2022. Adjusted EPS was $0.24 on a diluted basis for the 2023 period, compared to $0.00 for the 2022 period. Adjusted EPS excludes the provision (benefit) for deferred taxes of $888 and ($375) for the 2023 and 2022 periods, respectively, which primarily represents non-cash charges (benefits) for U.S. taxes that will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future.  See the section “Adjusted EPS” on Page 23 for a reconciliation of adjusted EPS to EPS.    Weighted average shares outstanding used to compute diluted earnings per share decreased from 16,141,083 for the first six-months of 2022 to 16,140,528 for the first six-months of 2023. The decrease is attributable to stock option exercises since the second quarter of 2022 offset by a decrease in the average stock price used to compute diluted shares from $5.11 for the six-month period ended June 30, 2022 to $4.25 for the six-month period ended June 30, 2023. Accordingly diluted shares of 24,751 were added to basic weighted average shares in 2022 compared to 2,157 in 2023.     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 interest expense, provision (benefit) 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. 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 income (loss). 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.   21     The term adjusted EBITDA is not defined under GAAP and is not a measure of operating income (loss), 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 (loss) 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 loss attributable to Ultralife.   Adjusted EBITDA is calculated as follows for the periods presented:         Three-Month Period Ended     Six-Month Period Ended       June 30,     June 30,     June 30,     June 30,       2023     2022     2023     2022                                     Net income attributable to Ultralife Corporation   $ 3,340     $ 512     $ 2,994     $ 344   Add:                                 Interest expense     440       177       864       311   Income tax provision (benefit)     1,375       170       1,242       (81 ) Depreciation expense     760       819       1,522       1,635   Amortization expense     227       323       436       651   Stock-based compensation expense     154       184       293       373   Cybersecurity insurance policy deductible     -       -       100       -   Non-cash purchase accounting adjustments     -       -       -       55   Adjusted EBITDA   $ 6,296     $ 2,185     $ 7,451     $ 3,288     22     Adjusted Earnings Per Share   In evaluating our business, we consider and use adjusted EPS, a non-GAAP financial measure, as a supplemental measure of our business performance. We define adjusted EPS as net income attributable to Ultralife Corporation excluding the provision (benefit) for deferred income taxes divided by our weighted average shares outstanding on both a basic and diluted basis.  We believe that this information is useful in providing period-to-period comparisons of our results by reflecting the portion of our tax provision that will be predominantly offset by our U.S. net operating loss carryforwards and other tax credits for the foreseeable future.  We reconcile adjusted EPS to EPS, the most comparable financial measure under GAAP.  Neither current nor potential investors in our securities should rely on adjusted EPS as a substitute for any GAAP measures and we encourage investors to review the following reconciliation of adjusted EPS to EPS and net income attributable to Ultralife Corporation.   Adjusted EPS is calculated as follows for the periods presented:       Three-Month Period Ended       June 30, 2023     June 30, 2022       Amount     Per Basic Share     Per Diluted Share     Amount     Per Basic Share     Per Diluted Share   Net Income   $ 3,340     $ .21     $ .21     $ 512     $ .03     $ .03   Deferred Tax Provision     1,278       .08       .08       27       -       -   Adjusted Net Income   $ 4,618     $ .29     $ .29     $ 539     $ .03     $ .03                                                     Weighted Average Shares Outstanding             16,141       16,144               16,129       16,149         Six-Month Period Ended       June 30, 2023     June 30, 2022       Amount     Per Basic Share     Per Diluted Share     Amount     Per Basic Share     Per Diluted Share   Net Income   $ 2,994     $ .19     $ .19     $ 344     $ .02     $ .02   Deferred Tax Provision (Benefit)     888       .05       .05       (375 )     (.02 )     (.02 ) Adjusted Net Income (Loss)   $ 3,882     $ .24     $ .24     $ (31 )   $ .00     $ .00                                                     Weighted Average Shares Outstanding             16,138       16,141               16,116       16,141     23     Liquidity and Capital Resources   As of June 30, 2023, cash totaled $8,283 (including restricted cash of $81), an increase of $2,570 as compared to $5,713 of cash held at December 31, 2022, primarily attributable to draws on our credit facility and net income generated during the period.   During the six-month period ended June 30, 2023, cash provided by our operations was $386, as compared to $3,400 used in operations for the six-month period ended June 30, 2022.  For the 2023 period, cash provided by our operations was comprised of net income of $3,013 plus non-cash items totaling $3,171 for depreciation, amortization, stock-based compensation, and deferred taxes, largely offset by a $5,798 increase in net working capital. The increase in working capital was driven by the procurement of inventory to proactively manage our supply chain, reduce lead times and the impact of potential cost increases on components and raw materials, and enhance our position to service customer orders, as well as the effects of the January 2023 cyberattack.   Cash used in investing activities for the six months ended June 30, 2023 was $1,013 for capital expenditures, primarily reflecting investments in equipment for new products transitioning to high-volume manufacturing.    Cash provided by financing activities for the six months ended June 30, 2023 was $3,362, largely attributable to draws on our credit facility primarily due to the sales impact of the January 2023 cyberattack as well as the advance purchase of certain critical raw materials, partially offset by principle payments on our term loan 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 of this Form 10-Q for additional information.   Going forward, we expect positive operating cash flow and the availability 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 market, the Company filed a shelf registration statement on Form S-3 on March 30, 2021, which was declared effective by the SEC on April 2, 2021. Under this registration statement, upon the filing of an appropriate supplemental prospectus, we may offer and sell certain of our securities from time to time in one or more offerings, at our discretion, of up to an aggregate offering price of $100 million. We intend to use the net proceeds resulting from any sales of our 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.     Commitments   As of June 30, 2023, the Company had $17,630 outstanding borrowings on the Revolving Credit Facility and $7,167 on the Term Loan Facility. The Company was in full compliance with all covenants under the Credit Facilities as of June 30, 2023.   As of June 30, 2023, we had made commitments to purchase approximately $1,023 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 2022 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q should be reviewed for a greater understanding of how our financial performance is recorded and reported.   During the first six months of 2023, 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.   24     Item 4. 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 Rules 13a-15(e)) as of the end of the period covered by this quarterly 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.   Changes in Internal Control Over Financial Reporting   There has been no change 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.   25     PART II.           OTHER INFORMATION   Item 6. Exhibits   Exhibit Index   Exhibit Description   Incorporated by Reference from 31.1   Rule 13a-14(a) / 15d-14(a) CEO Certifications   Filed herewith 31.2   Rule 13a-14(a) / 15d-14(a) CFO Certifications   Filed herewith 32   Section 1350 Certifications   Furnished herewith 101.INS   Inline XBRL Instance Document   Filed herewith 101.SCH   Inline XBRL Taxonomy Extension Schema Document   Filed herewith 101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document   Filed herewith 101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document   Filed herewith 101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document   Filed herewith 101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document   Filed herewith 104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)   Filed herewith   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, 2023 and December 31, 2022, (ii) Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022, and (v) Notes to Consolidated Financial Statements.   26     SIGNATURES     Pursuant to the requirements 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.             ULTRALIFE CORPORATION           (Registrant)                 Date:  July 27, 2023 By: /s/ Michael E. Manna           Michael E. Manna           President and Chief Executive Officer           (Principal Executive Officer)                             Date:  July 27, 2023 By: /s/ Philip A. Fain           Philip A. Fain           Chief Financial Officer and Treasurer           (Principal Financial Officer and           Principal Accounting Officer)     27