ULTRALIFE CORP SEC Filings

Ultralife Corporation reported Q2 2026 revenues of 47,943 (in thousands), slightly below 48,561 a year earlier, but expanded gross margin to 28.9% from 23.9%. Net income attributable to Ultralife rose to 2,543 (in thousands), or $0.15 per basic and diluted share.

Margin gains were driven by favorable product mix in both segments and a $1,102 IEEPA tariff refund recorded as a reduction of cost of products sold. Q2 adjusted EBITDA was 6,148 (in thousands). Backlog reached a record $117.5 million. Cash was 6,663 with 45,125 of term loan outstanding and no revolver borrowings. Management disclosed that a previously identified material weakness in internal control over financial reporting and related IT general controls remained under remediation as of June 30, 2026.

Ultralife Corporation held its 2026 Annual Meeting of Stockholders on July 22, 2026. Stockholders of record on May 28, 2026, owning 16,656,669 shares of common stock, were eligible to vote; 13,980,794 shares, or 83.93%, were present in person or by proxy, constituting a quorum.

All five nominees were elected to the Board of Directors, each receiving more than 10.2 million votes in favor, with 2,700,325 broker non-votes recorded for each director. Stockholders ratified WithumSmith+Brown, PC as independent registered public accounting firm for 2026 with 13,830,508 votes for. An advisory resolution on executive compensation was approved with 10,970,705 votes for, and on a non-binding basis stockholders indicated a preference for holding future advisory votes on executive compensation every three years. The Board determined that future advisory say-on-pay votes will be held on a three-year schedule.

Ultralife Corporation calls its 2026 Annual Meeting for July 22, 2026 in Atlanta. Stockholders will elect five directors, ratify WithumSmith+Brown, PC as auditor for 2026, and vote on advisory resolutions on executive pay and how often future pay votes should occur, with the Board recommending every three years.

The proxy details a governance framework with three independent Board committees, a clawback policy, strict insider-trading and anti‑hedging rules, and mandatory director retirement ages. Executive pay for CEO Michael Manna and CFO Philip Fain is heavily salary-based, with no cash bonuses or equity grants earned in 2025 after short‑term profit goals were missed.

Ownership is concentrated, as Chair Bradford Whitmore and Grace Brothers LP beneficially own 40.3% of common shares out of 16,656,669 outstanding as of May 28, 2026. The filing also outlines director retainers, option holdings, enterprise risk oversight, and procedures for stockholder proposals and universal proxy notices for the 2027 meeting.

Ultralife Corp director and 10% owner Bradford T. Whitmore, through Whitmore Holdings, LLC, made substantial open-market purchases of ULBI common stock. Whitmore Holdings bought a total of 108,878 shares between May 21 and May 26, 2026 at weighted average prices of about $6.13 to $6.81 per share.

After these trades, Whitmore Holdings owned 2,050,637 shares indirectly for Whitmore. Separate entries show 4,452,283 shares held indirectly through Sunray I, LLC and 205,915 shares held directly as of May 21, 2026, indicating a large overall ownership position in Ultralife.

Ultralife Corp President and CEO Michael Edward Manna reported an open-market purchase of Ultralife Common Stock. He bought 2,000 shares at a weighted average price of $6.4693 per share, with individual trade prices ranging from $6.4600 to $6.4700. Following this transaction, his direct holdings increased to 28,674 shares of Ultralife common stock.

Ultralife Corporation reported a weaker first quarter of 2026, slipping into a small loss as revenue and margins declined. Revenue was $47,445, down 6.5% from $50,746 a year earlier, with both commercial and government/defense sales lower.

Gross margin fell to 21.3% from 25.1%, pressured by product mix, higher utility costs and one-time production disruptions. The company posted a net loss attributable to Ultralife of $451, or $0.03 per share, versus net income of $1,865, or $0.11 per share, last year.

Adjusted EBITDA was $3,209, or 6.8% of revenue, compared with $5,448, or 10.7%, reflecting lower volumes and higher operating expenses, including $847 of non-recurring consulting and litigation costs. Cash was $8,890 and the term loan balance was $48,188, with $2,256 of operating cash generated and debt covenants met. Management continues to remediate a previously disclosed material weakness in internal control over financial reporting.

Ultralife Corporation reported a first-quarter 2026 net loss of $0.5 million, or ($0.03) per share, compared with net income of $1.9 million, or $0.11 per share, a year earlier. Revenue fell 6.5% to $47.4 million from $50.7 million, as Battery & Energy Products sales slipped to $44.2 million and Communications Systems sales dropped to $3.3 million.

Gross profit declined to $10.1 million, with gross margin compressing to 21.3% from , reflecting lost production days at Newark, NY and Raynham, MA facilities, higher utility costs and less favorable mix, along with weaker Communications Systems volume. Operating expenses rose to $10.3 million, including $0.8 million of non-recurring consulting and litigation costs.

Adjusted EBITDA was $3.2 million (6.8% of sales) versus $5.4 million (10.7% of sales) in the prior-year quarter. Despite the softer earnings, Ultralife’s order backlog reached a record $115.1 million, up from $95.0 million a year ago, supported by long-cycle orders for new products.

Ultralife Corporation filed an amended annual report to add detailed disclosures on directors, executive compensation, ownership, related‑party policies and auditor fees that were not included in the original filing. The amendment does not change any previously reported financial statements or results.

The filing describes a mostly independent board with separate Chair and CEO roles and three standing committees overseeing audit and finance, corporate development and governance, and compensation. It highlights a Code of Ethics, insider‑trading and anti‑hedging policies, and a compensation clawback policy tied to accounting restatements.

For 2025, CEO Michael Manna earned salary of $415,001 and total compensation of $434,114, while CFO Philip Fain earned salary of $370,142 and total compensation of $394,145. Both had meaningful stock option holdings but received no bonuses or new equity awards for 2024 or 2025 after short‑term incentive targets were not met. Non‑employee directors were paid $426,600 in aggregate cash retainers for 2025 board and committee service.

The filing shows concentrated ownership: Board Chair Bradford Whitmore beneficially owns 6,599,957 shares, or 39.6% of common stock, and all directors and executive officers together hold 42.3%. Audit and related fees to WithumSmith+Brown (and predecessor Freed Maxick) totaled $1,010,456 in 2025, down from $1,378,828 in 2024.

Ultralife Corporation reports its 2025 annual results with continued growth in batteries and a weak year for communications systems, alongside a sizable non-cash brand write-down. Battery & Energy Products revenue rose to $178,042 with segment contribution of $20,223, up from $144,081 and $18,997 in 2024. Communications Systems revenue fell to $13,117 with a segment loss of $1,290, versus revenue of $20,375 and contribution of $1,191 a year earlier.

Corporate operating expenses increased to $24,835, including a $12,181 non-cash impairment tied to a global rebranding that consolidates multiple sub-brands under the Ultralife name. Research and development spending grew to $12,079, and total backlog reached about $110,000. As of March 20, 2026, Ultralife had 16,656,503 common shares outstanding and 678 employees worldwide.