Ultralife Corp: Form 10-Q for the period ended Sep 30, 2025

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 management 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, tariffs, interest rates and supply chain disruptions affecting our business, revenues and earnings adversely; our reliance on certain key customers for a significant portion of our revenues; reductions or delays in U.S. and foreign military spending; our efforts to develop new products or new commercial applications for our products; potential disruptions in our supply of raw materials and components or material increases in their costs due to business conditions, new or additional tariffs, global conflicts or other factors not under our control; our resources being overwhelmed by our growth; breaches in information systems security and other disruptions in our information technology systems; our ability to recruit and retain top management and key personnel; the unique risks associated with our China operations; fluctuations in the price of oil and the resulting impact on the demand for downhole drilling; possible future declines in demand for the products that use our batteries or communications systems; safety risks, including the risk of fire inherent in the manufacture, use and transportation of Lithium batteries; 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; the impact of pandemics that may arise, causing delays in the manufacture and delivery of our mission critical products to end customers; 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 entrance into new end-markets which could lead to additional financial exposure; negative publicity concerning Lithium-ion batteries; our exposure to foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; 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; possible impairments of our goodwill and other intangible assets; our ability to comply with government regulations including the use of “conflict minerals”; 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; 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,” “foresee,” “could,” “likely,” 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, 2024.

Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements do not guarantee future performance and that our actual results of operations, financial condition and liquidity and developments in 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 document, 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. Any forward-looking statements that we make herein speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. 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 to disclose new or updated information about 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, 2024.

The financial information in this MD&A is presented in thousands of dollars, except for share and per share amounts, unless otherwise specified.

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®, Ultralife Thin Cell®, Ultralife HiRate®, Ultralife & design®, LithiumPower®, LithiumPower & Design®, SMART CIRCUIT®, SMARTCIRCUIT®, SMART CIRCUIT & design®, SODIUMPOWER®, SODIUMPOWER (design)®, WE. ARE. POWER®, AMTI®, ABLE™, ACCUTRONICS™, ACCUPRO™, ENTELLION™, McDowell Research®, SWE DRILL-DATA®, SWE SEASAFE (& DESIGN)®, SWE SEASAFE DIRECT®, SWE SOUTHWEST ELECTRONIC ENERGY CORP®, SWE Southwest Electronic Energy Group®, Excell Battery Group™ and Criterion Gauge™, POW-R BMS®, POW-R-BMS®, POW-R TOTE®. We have sales, operations and product development facilities in North America, Europe and Asia.

As part of our strategic evolution, Ultralife has decided to undergo a comprehensive rebranding initiative that consolidates all sub-brands under a singular, unified Master Brand – Ultralife. This move reflects our commitment to clarity, consistency and amplified brand equity across all markets. By streamlining our global identity, we aim to strengthen customer recognition, enhance operational efficiency and better align to our customer’s needs with a singular, powerful brand narrative. To this end, the Accutronics, Southwest Electronic Energy, Excell Battery, McDowell Research and AMTI brands will no longer be promoted. The Electrochem brand will remain, but as a product brand on select primary cells. This transformation positions Ultralife for ongoing growth and stronger market impact as we continue to lead in mission critical battery and RF power solutions. This rebranding initiative will have a non-cash impact on the value of our tradename and trademark intangible assets which will be determined and recorded during our fourth quarter.

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 segment contribution, as defined by gross profit less direct selling, general and administrative (“SG&A”) and research and development expenses, is the best indicator of segment performance. As such, we report segment results at the segment contribution level. Refer to Note 11 in the notes to Consolidated Financial Statements in Item 1 of Part 1 of this Form 10-Q.

Our website address is www.ultralifecorporation.com (http://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 (http://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 $43,371 for the three-month period ended September 30, 2025, increased by $7,677 or 21.5%, over $35,694 for the three-month period ended September 30, 2024, reflecting the inclusion of Electrochem sales of $6,797, and an increase in government/defense of 16.4%, partially offset by a decrease in commercial sales of 5.7% when excluding the 2025 sales of Electrochem.

Gross profit was $9,619, or 22.2% of revenue, for the three-month period ending September 30, 2025, compared to $8,682, or 24.3% of revenue, for the same quarter a year ago. The 210-basis point decline primarily resulted from sales product mix, quality issues on some incoming components impacting manufacturing operations, and lower factory throughput at some of our operations.

Operating expenses were $10,570 for the three-month period ending September 30, 2025, compared to $8,171 for the three-month period ended September 30, 2024, reflecting the inclusion of Electrochem’s results and certain one-time, non-recurring costs, including a provision for the estimated costs of closing our Calgary facility by the end of 2025. Operating expenses for the 2025 three-month period were 24.4% of revenue compared to 22.9% of revenue for the year-earlier three-month period.

Operating (loss) income for the three-month period ended September 30, 2025, was ($951), or (2.2%) of revenues, compared to $511, or 1.4% of revenues, for the year-earlier period. The operating loss primarily resulted from the lower gross margin for our Battery & Energy Products segment.

Other expense for the third quarter of 2025 was $800 compared to $158 for the year-earlier quarter. The increased expense for the 2025 period primarily reflects the increase in interest expense relating to our acquisition of Electrochem on October 31, 2024.

Net (loss) income attributable to Ultralife Corporation was ($1,220), or ($0.07) per share – basic and diluted, for the three-month period ended September 30, 2025, compared to $258, or $0.02 per share – basic and diluted, for the three-month period ended September 30, 2024.

Adjusted EBITDA, defined as net income attributable to Ultralife Corporation 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 $2,048, or 4.7% of revenues, for the third quarter of 2025, compared to $1,919, or 5.4% of revenues, for the third quarter of 2024. See the section “Adjusted EBITDA” on page 26 for a reconciliation of adjusted EBITDA to net income attributable to Ultralife Corporation.

We are intensifying our efforts to tackle the manufacturing inefficiencies as well as improve supply chain resiliency and rationalize our manufacturing operations. These actions are critical to ensuring we are best prepared to optimize the operating leverage of our business model as we advance several new products into qualification and production, and capitalize on an expanding pipeline of opportunities consisting primarily of large, multi-year programs. Our priorities remain converting long-term new product development efforts into revenue, advancing vertical integration in the oil & gas segment, and maintaining a strong focus on operational efficiency initiatives to deliver sustainable profitable growth and maximizing the value of our global brand.

Results of Operations

Three-Month Periods Ended September 30, 2025 and September 30, 2024

Revenues. Consolidated revenues for the three-month period ending September 30, 2025 were $43,371, an increase of $7,677, or 21.5%, over $35,694 for the three-month period ended September 30, 2024. Overall, government/defense sales increased 16.4% and commercial sales decreased 5.7%, when excluding the 2025 sales of Electrochem.

Battery & Energy Products revenues increased $7,417, or 22.8%, from $32,529 for the three-month period ended September 30, 2024 to $39,946 for the three-month period ended September 30, 2025. The revenue growth was primarily attributable to the inclusion of Electrochem. Excluding Electrochem, sales increased $620 or 1.9% year-over-year with government/defense sales increasing $1,907 or 19.0%, reflecting strong demand from a U.S.-based global prime, offset by a decrease in commercial sales of $1,287 or 5.7%, primarily reflecting declines of 10.4% in medical sales and 13.3% in oil and gas sales. Sales for the 2025 period were negatively impacted by quality issues on some critical incoming components that delayed sales into future periods.

Communications Systems sales increased $260, or 8.2%, from $3,165 for the three-month period ended September 30, 2024 to $3,425 for the three-month period ended September 30, 2025. Sales for the 2025 period were negatively impacted by delays in the timing of purchase orders likely reflecting the impact of the anticipated U.S. Government shutdown.

Cost of Products Sold / Gross Profit. Cost of products sold totaled $33,752 for the quarter ended September 30, 2025, an increase of $6,740, or 25.0%, from the $27,012 reported for the same three-month period a year ago. Consolidated cost of products sold as a percentage of total revenue increased from 75.7% for the three-month period ended September 30, 2024 to 77.8% for the three-month period ended September 30, 2025. Correspondingly, consolidated gross margin decreased from 24.3% for the three-month period ended September 30, 2024, to 22.2% for the three-month period ended September 30, 2025, primarily reflecting unfavorable sales product mix for our Battery & Energy Products segment, quality issues on some incoming components impacting manufacturing operations, and lower factory throughput at some of our operations.

For our Battery & Energy Products segment, gross profit for the third quarter of 2025 was $8,820, an increase of $773 or 9.6% from gross profit of $8,047 for the third quarter of 2024. Battery & Energy Products’ gross margin of 22.1% decreased by 260-basis points from the 24.7% gross margin for the year-earlier period, primarily due to sales mix reflecting declines of 10.4% in medical battery sales and 13.3% in oil & gas battery sales and manufacturing inefficiencies resulting from quality issues associated with some incoming raw materials that delayed sales into future periods.

For our Communications Systems segment, gross profit for the third quarter of 2025 was $799 or 23.3% of revenues, compared to gross profit of $635 or 20.0% of revenues for the third quarter of 2024. Despite the 330-basis point increase, gross margin for the 2025 period was negatively impacted by the factory volume throughput impact of the sales achieved.

Operating Expenses. Operating expenses for the three-month period ended September 30, 2025 were $10,570, an increase of $2,399 or 29.4% from the $8,171 for the three-month period ended September 30, 2024. The increase is primarily attributable to the incurrence of $1,333 costs for Electrochem and $1,085 of one-time non-recurring costs to close our Calgary facility, costs related to our acquisition of Electrochem and the related transition to Ultralife systems and litigation expenses for our cyber insurance claim. Excluding these items, selling, general and administrative expenses declined 0.2% from the 2024 third quarter reflecting continued tight control over discretionary spending.

Overall, operating expenses were 24.4% of revenue for the quarter ending September 30, 2025 compared to 22.9% of revenue for the quarter ended September 30, 2024. Amortization expense associated with intangible assets related to our acquisitions was $411 for the third quarter of 2025 ($380 in selling, general and administrative expenses and $31 in research and development costs), compared with $229 for the third quarter of 2024 ($204 in selling, general, and administrative expenses and $25 in research and development costs). Research and development costs were $2,855 for the three-month period ended September 30, 2025, an increase of $754 or 35.9%, from $2,101 for the three-month period ended September 30, 2024. The increase is attributable to the inclusion of Electrochem and higher new product development costs of 7.6% related to continued investment in our product offering as we aggressively pursue both government/defense and commercial opportunities. Excluding one-time non-recurring costs, selling, general, and administrative expenses were $6,630 for the three-month period ended September 30, 2025, an increase of $560 or 9.2% from $6,070 for the third quarter of 2024. The period-over-period increase was primarily attributable to the inclusion of Electrochem, and excluding Electrochem, these costs declined 1.3% from the year-earlier period.

Other Expense. Other expense totaled $800 for the three-month period ended September 30, 2025 compared to $158 for the three-month period ended September 30, 2024. Interest and financing expense increased $819, from $173 for the third quarter of 2024 to $992 for the comparable period in 2025 resulting from the financing of the Electrochem acquisition on October 31, 2024. Miscellaneous income amounted to $192 for the third quarter of 2025 compared to $15 for the third quarter of 2024, primarily attributable to foreign exchange gains and losses due to fluctuations in foreign currency exchange rates.

Income Taxes. For the three-month period ended September 30, 2025, Ultralife recognized an income tax benefit of $504, comprised of a current tax benefit of $19 and a deferred tax benefit of $485 which primarily represents non-cash charges for U.S. taxes which we expect will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. This compares to a tax provision of $74 comprised of a current provision of $173 and a deferred tax benefit of $99 for the three-month period ended September 30, 2024. Our effective tax rate was 28.8% for the third quarter of 2025 as compared to 21.0% for the third quarter of 2024, primarily attributable to the geographic mix of our operating results. See Note 7 to the consolidated financial statements in Item 1 of Part I of this Form 10-Q for additional information regarding our income taxes.

Net (Loss) Income Attributable to Ultralife Corporation. Net loss attributable to Ultralife Corporation was ($1,220), or ($0.07) per share – basic and diluted, for the three-month period ended September 30, 2025, compared to net income of $258, or $0.02 per share – basic and diluted, for the three-month period ended September 30, 2024.

Weighted average shares outstanding used to compute diluted earnings per share decreased from 16,874,057 for the third quarter of 2024 to 16,646,336 for the third quarter of 2025. The decrease is attributable to stock option exercises since the third quarter of 2024 as well as dilutive shares of 249,082 being added to basic weighted average shares for the 2024 period compared to none for the 2025 period.

Nine-Month Periods Ended September 30, 2025 and September 30, 2024

Revenues. Consolidated revenues for the nine-month period ended September 30, 2025 were $142,678, an increase of $22,074, or 18.3%, over $120,604 for the nine-month period ended September 30, 2024. Overall, government/defense sales increased $7,377 or 15.9% and commercial sales increased $14,698 or 19.8%. Excluding Electrochem sales of $23,718 for the 2025 period, sales declined $1,644 or 1.4% with Communication Systems sales declining $5,859 or 35.7% and Battery & Energy Products Sales increasing $4,215 or 4.0%.

Battery & Energy Products revenues increased $27,933, or 26.8%, from $104,201 for the nine-month period ended September 30, 2024 to $132,134 for the nine-month period ended September 30, 2025. The increase reflects sales of $23,718 for Electrochem and organic growth of $4,215 or 4.0% attributable to a $13,235 or 44.3% increase in government/defense sales and a $9,020 or 12.1% decrease in commercial sales when excluding the 2025 sales of Electrochem. The increase in government/defense sales primarily reflects continued strong demand from our largest U.S.-based global prime. The decrease in commercial sales was driven by a $6,553 or 22.6% decline in medical sales due to timing of purchases from OEM’s and a $4,419 or 15.5% decrease in oil & gas sales due primarily to general economic and geo-political conditions.

Communications Systems revenues decreased $5,859 or 35.7%, from $16,403 for the nine-month period ended September 30, 2024 to $10,544 for the nine-month period ended September 30, 2025. This decrease was primarily attributable to 2024 shipments of integrated systems of amplifiers and radio vehicle mounts to a major international defense contractor under an ongoing allied country government/defense modernization program, and power systems to a U.S.-based global prime, magnified by delays in the timing of purchase orders during the first nine months of 2025 due in part to anticipation of the U.S. government shutdown.

Cost of Products Sold / Gross Profit. Cost of products sold totaled $108,713 for the nine-month period ended September 30, 2025, an increase of $19,824, or 22.3%, from the $88,889 reported for the same nine-month period a year ago. Consolidated cost of products sold as a percentage of total revenue increased from 73.7% for the nine-month period ended September 30, 2024 to 76.2% for the nine-month period ended September 30, 2025. Correspondingly, consolidated gross margin decreased from 26.3% for the nine-month period ended September 30, 2024, to 23.8% for the nine-month period ended September 30, 2025, primarily reflecting unfavorable sales product mix for our Battery & Energy Products segment, quality issues on some incoming components impacting manufacturing operations, and lower factory throughput at some of our operations.

For our Battery & Energy Products segment, gross profit for the first nine months of 2025 was $31,095, an increase of $4,109 or 15.2% from gross profit of $26,986 for the first nine months of 2024. Battery & Energy Products’ gross margin of 23.5% decreased by 240-basis points from the 25.9% gross margin for the year-earlier period, primarily due to sales mix reflecting declines of 22.6% in medical battery sales and 15.5% in oil & gas battery sales and manufacturing inefficiencies including quality issues associated with some incoming raw materials that delayed sales into future periods.

For our Communications Systems segment, gross profit for the first nine months of 2025 was $2,870 or 27.2% of revenues, compared to gross profit of $4,729 or 28.8% of revenues for the first nine months of 2024. Gross margin for the 2025 period was negatively impacted by the factory volume throughput impact of the sales achieved.

Operating Expenses. Operating expenses for the nine-month period ended September 30, 2025 were $29,261, an increase of $6,037 or 26.0% from the $23,224 for the nine-month period ended September 30, 2024. Excluding 2025 Electrochem and one-time M&A and other non-recurring expenses of $4,497, operating expenses increased $1,540 or 6.6%. The increase is primarily attributable to an 18.6% increase in new product development costs related to continued investment in our product offering and a 5.6% increase in selling expenses to strengthen our sales and marketing leadership team to expedite organic growth and further leverage our global brand and resources. Both periods reflected continued tight control over discretionary spending.

Overall, operating expenses as a percentage of revenues were 20.5% for the nine-month period ended September 30, 2025 compared to 19.3% for the nine-month period ended September 30, 2024. Amortization expense associated with intangible assets related to our acquisitions was $1,226 for the first nine months of 2025 ($1,134 in selling, general and administrative expenses and $92 in research and development costs), compared with $684 for the first nine months of 2024 ($609 in selling, general, and administrative expenses and $75 in research and development costs). Research and development costs were $7,577 for the nine-month period ended September 30, 2025, an increase of $1,723 or 29.4%, from $5,854 for the nine months ended September 30, 2024. Selling, general, and administrative expenses increased $4,314, or 24.8%, from $17,370 for the first nine months of 2024 to $21,684 for the first nine months of 2025. The period-over-period increase was primarily attributable to the inclusion of Electrochem, the strengthening of our sales and marketing leadership team to expedite organic growth and further leverage our global brand and resources, and certain one-time, non-recurring expenses which include costs to close our Calgary facility, costs related to our acquisition of Electrochem and the related transition to Ultralife systems and litigation expenses for our cyber insurance claim.

Other Expense. Other expense totaled $2,896 for the nine-month period ended September 30, 2025 compared to $1,685 for the nine-month period ended September 30, 2024. Interest and financing expense increased $1,905, or 171.5%, from $1,111 for the first nine months of 2024 to $3,016 for the comparable period in 2025 resulting from the financing of the Electrochem acquisition on October 31, 2024. Miscellaneous expense (income) amounted to ($120) for the first nine months of 2025 compared to ($426) for the first nine months of 2024, primarily attributable to a 2024 payment of $235 from our insurance carrier pertaining to a ransomware cyberattack experienced by the Company in the first quarter of 2023 and foreign exchange gains and losses due to fluctuations in foreign currency exchange rates.

Income Taxes. The income tax provision for the 2025 nine-month period was $306 compared to $1,630 for the 2024 nine-month period. Our effective tax rate decreased to 16.9% from 20.9% for the 2024 period, primarily due to the geographic mix of our operating results. The income tax provision for the first nine months of 2025 is comprised of a $182 current provision for taxes expected to be paid on income primarily in foreign jurisdictions and a $124 deferred tax provision which primarily represents non-cash charges for U.S. income taxes that we expect will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. For the comparable 2024 period, the income tax provision was comprised of a $335 current provision for taxes expected to be paid on income primarily in foreign jurisdictions and a $1,295 deferred tax provision which primarily represents non-cash charges for U.S. taxes that we expect will be fully offset by net operating loss carryforwards and other tax credits for the foreseeable future. See Note 7 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 $1,524, or $0.09 per share – basic and diluted for the nine-month period ended September 30, 2025, compared to $6,118, or $0.37 per share – basic and diluted, for the nine-month period ended September 30, 2024.

Weighted average shares outstanding used to compute diluted earnings per share decreased from 16,742,120 for the first nine months of 2024 to 16,698,915 for the first nine months of 2025. The decrease is attributable to stock option exercises since the third quarter of 2024, offset by a decrease in the average stock price used to compute diluted shares from $9.41 for the nine-month period ended September 30, 2024 to $6.77 for the nine-month period ended September 30, 2025. Accordingly diluted shares of 60,915 were added to basic weighted average shares in 2025 compared to 212,072 in 2024.

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 attributable to Ultralife Corporation before interest expense, provision for income taxes, depreciation and amortization, and stock-based compensation expense, plus/minus expense/income that we do not consider reflective of our ongoing continuing operations. We also use adjusted EBITDA as a supplemental measure to review and assess our operating performance and to enhance comparability between periods. We believe the use of adjusted EBITDA facilitates investors’ understanding of operating performance from period to period by backing out potential differences caused by variations in such items as capital structures (affecting relative interest expense and stock-based compensation expense), the amortization of intangible assets acquired through our business acquisitions (affecting relative amortization expense and provision (benefit) for income taxes), the age and book value of facilities and equipment (affecting relative depreciation expense) and one-time charges/benefits relating to income taxes. 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 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.

The term adjusted EBITDA is not defined under GAAP and is not a measure of operating income, operating performance or liquidity presented in accordance with GAAP. Our adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance, adjusted EBITDA should not be considered in isolation or as a substitute for net income attributable to Ultralife Corporation or other consolidated statement of operations data prepared in accordance with GAAP. Some of these limitations include, but are not limited to, the following:

• Adjusted EBITDA does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business;
• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA from continuing operations does not reflect any cash requirements for such replacements;
• While stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; and
• Other companies may calculate adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

We compensate for these limitations by relying primarily on our GAAP results and using adjusted EBITDA only on a supplemental basis. Neither current nor potential investors in our securities should rely on adjusted EBITDA as a substitute for any GAAP measures and we encourage investors to review the following reconciliation of adjusted EBITDA to net loss attributable to Ultralife Corporation.

Adjusted EBITDA is calculated as follows for the periods presented:

Liquidity and Capital Resources

As of September 30, 2025, cash totaled $9,260, as compared to $6,854 at December 31, 2024. The increase largely reflects cash generated by our operations during the period, partially offset by a reduction in our outstanding debt.

For the nine-month period ended September 30, 2025, cash generated from operations was $9,501, as compared to $13,590 generated for the nine-month period ended September 30, 2024. For the 2025 period, cash generated from operations was comprised of net income of $1,502 plus non-cash items totaling $5,213 for depreciation, amortization, stock-based compensation, and deferred taxes, partially offset by $2,786 attributable to working capital.

Cash used in investing activities for the nine months ended September 30, 2025 was $2,986 for capital expenditures, primarily reflecting investments in equipment for new products transitioning to higher-volume manufacturing.

Cash used in financing activities for the nine months ended September 30, 2025 was $3,989, representing a $4,063 reduction in our outstanding debt and $24 of debt issuance costs paid, partially offset by $98 in cash generated from employee stock option exercise proceeds during the period.

We continue to have significant U.S. net operating loss carryforwards available to utilize as an offset to future taxable income. See Note 7 to the consolidated financial statements in Item 1 of Part 1 of this Form 10-Q for additional information.

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

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

Commitments

As of September 30, 2025, the Company had $50,937 outstanding on the Term Loan and no amounts outstanding on the Revolving Credit Facility. The Company was in full compliance with its debt covenants under the Revolving Credit Facility and Term Loan as of September 30, 2025.

As of September 30, 2025, we have made commitments to purchase approximately $677 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 2024 Annual Report on Form 10-K should be reviewed for a greater understanding of how our financial performance is recorded and reported.

The rebranding initiative mentioned above will have a non-cash impact on the value of our tradename and trademark intangible assets which will be determined and recorded during our fourth quarter.

During the first nine months of 2025, 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.

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of our President and Chief Executive Officer (principal executive officer) and our Chief Financial Officer and Treasurer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report. Management has concluded that our disclosure control and procedures were not effective as of September 30, 2025 because of the existing material weakness in our internal control over financial reporting as previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024.

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

Remediation Efforts to Address Material Weaknesses

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on our evaluation, management concluded that there is a material weakness in our internal control over financial reporting attributable to our need for additional accounting personnel to provide a full complement of accounting and reporting expertise commensurate with the growth of the Company both organic and through acquisitions. As a result of the material weakness identified, management concluded that our internal control over financial reporting was not effective as of December 31, 2024. The material weakness was not yet fully remediated as of September 30, 2025.

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

Management has taken the necessary steps to remediate our identified material weakness. The Company has significantly strengthened its finance and accounting team by adding a new oversight role and hiring additional highly experienced personnel including certified public accountants to augment the experience and expertise of our accounting team and provide for a full complement of resources commensurate with the Company’s continued growth. The actions taken include the naming of a Chief Accounting Officer with a backfill to the Corporate Controller role and filling the following positions: Director-Internal Audit & Sox Compliance, Manager – Corporate Accounting, Manager – Corporate Reporting & Consolidations, and Controller - Electrochem. We believe that this additional oversight, coupled with the additional personnel now hired, will allow us to execute improved business process controls more quickly and ensure a greater level of monitoring whether controls are adequately designed and operating effectively.

Remediation will be deemed complete once our corrective actions are fully implemented and further evaluation is performed, including testing, to conclude that our internal control over financial reporting is effective.

Changes in Internal Control Over Financial Reporting

To continue our improvement in internal controls over financial reporting (as defined in Securities Exchange Act Rule 13a-15(f)) during the third quarter, we completed the re-organization of our Corporate Accounting organization and have appointed a Chief Accounting Officer, backfilled our Corporate Controller position and hired additional highly experienced CPA’s, MBA’s and other personnel, including a Director - Internal Audit & Sox Compliance, Manager – Corporate Accounting and Manager – Corporate Reporting & Consolidations. We believe that the reorganization and the additional resources will be a major step in strengthening our internal control over financial reporting as the Company continues to grow on a global basis.