8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 30, 2009


ULTRALIFE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

0-20852	16-1387013
(Commission File Number)	(I.R.S. Employer Identification No.)

2000 Technology Parkway, Newark, New York       14513

(Address of principal executive offices)            (Zip Code)

(315) 332-7100
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Ultralife Corporation (the “Company”) reported results for the second quarter ended June 28, 2009.

Revenue for the second quarter was $39.6 million compared to $87.9 million for the same quarter last year, a $48.3 million decline attributable to lower advanced communications systems revenue. Revenue in the second quarter of 2008 included $61.9 million of advanced communications systems revenue related primarily to orders received in the latter part of 2007 that were fulfilled during 2008. Partially offsetting the lower advanced communications systems revenue was a $5.8 million increase in rechargeable products revenue and a $1.2 million increase in non-rechargeable products revenue. Gross margin for the second quarter declined to 17.1% from 23.5% for the comparable quarter last year, reflecting the lower contribution of higher margin advanced communications systems revenue. Included in the second quarter 2009 cost of products sold was a $1.8 million increase in the inventory reserve following the evaluation of lower of cost or market considerations as a result of current economic conditions.

The Company also revised its outlook for 2009 revenue and now expects 2009 fiscal year revenue to be between $180 million and $210 million and operating profit for the second half of the year to be between $1 million and $10 million.

The information set forth in this Form 8-K and the attached exhibit is being furnished to and not filed with the Securities and Exchange Commission and shall not be deemed to be incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

Item 9.01. Financial Statements, Pro Forma Financials and Exhibits.

(a)        Exhibits.

            99.1      Press Release dated July 30, 2009.

SIGNATURE

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 hereunto duly authorized.

		ULTRALIFE CORPORATION
Dated:	July 30, 2009.	By:	/s/John C. Casper
			Vice President of Finance & CFO

INDEX TO EXHIBITS

(99)   Additional Exhibits

99.1   Press Release dated July 30, 2009.

EX-99.1

Exhibit 99.1

Ultralife Corporation Reports Second Quarter Results

NEWARK, N.Y.--(BUSINESS WIRE)--July 30, 2009--Ultralife Corporation (NASDAQ: ULBI) today reported results for the second quarter ended June 28, 2009.

Revenue for the second quarter was $39.6 million compared to $87.9 million for the same quarter last year, a $48.3 million decline attributable to lower advanced communications systems revenue. Revenue in the second quarter of 2008 included $61.9 million of advanced communications systems revenue related primarily to orders received in the latter part of 2007 that were fulfilled during 2008. Partially offsetting the lower advanced communications systems revenue was a $5.8 million increase in rechargeable products revenue and a $1.2 million increase in non-rechargeable products revenue. Gross margin for the second quarter declined to 17.1% from 23.5% for the comparable quarter last year, reflecting the lower contribution of higher margin advanced communications systems revenue. Included in the second quarter 2009 cost of products sold was a $1.8 million increase in the inventory reserve following the evaluation of lower of cost or market considerations as a result of current economic conditions.

Operating expenses for the second quarter of 2009 totaled $13.1 million compared to $10.7 million for the same quarter last year. The $2.4 million increase includes approximately $1.2 million of non-recurring expenses and the addition of the AMTI business acquired in March 2009. These non-recurring expenses include $0.7 million related to consolidation actions, including various severance payments, and $0.5 million of legal expenses related to the successful resolution of a litigation matter. Operating loss for the second quarter was $6.3 million compared to operating income of $9.9 million for the second quarter last year. Net loss for the second quarter was $7.0 million, or $0.41 per share, compared to net income for the second quarter of 2008 of $6.4 million, or $0.36 per share.

For the six-month period ended June 28, 2009, revenue was $79.4 million compared to $137.5 million for the same period a year ago. Operating loss amounted to $8.6 million compared to operating income of $12.3 million for the first half of 2008. Net loss for the first half of 2009 was $9.5 million, or $0.56 per share, compared to net income of $8.8 million, or $0.50 per share, for the same period a year ago.

“Ongoing delays in the release of government/defense orders have limited our revenue in the first half of 2009. In addition, our standby power business is performing below plan due to the economic downturn which has caused customers and prospects to defer capital spending and resulted in intense price competition,” said John D. Kavazanjian, president and chief executive officer. “These delays in order flow have put pressure on our operating profitability. In light of the first half of the year’s operating losses, we have cast a critical eye on the business, examining every facet of our operations, and identified various cost savings and efficiencies. As a result, we have taken actions to lower our manufacturing cost base and reduce current quarterly operating expenses by at least 10% to approximately $11 million by the end of the year. These actions are intended to drive operational improvements to become more efficient and realign our cost structure with current quarterly revenue levels.

“Although the orders for advanced communications systems have not yet come through, as the Government Furnished Equipment provider for the M-ATV and other programs, we continue to expect that we will receive some level of orders during the second half of the year,” concluded Kavazanjian. “Demand remains strong in our battery and communications products businesses and we are setting the stage for long-term growth through investments in more complex products and enhancements in our standby power services business while enforcing strict cost controls.”

Outlook

As a result of the delays in receiving government/defense orders, management has revised its outlook for 2009 revenue and now expects fiscal year revenue between $180 million and $210 million. Based on an estimate of revenue for the second half of the year between $100 million and $130 million, management expects operating profit for the second half of the year to range between $1 million and $10 million.

About Ultralife Corporation

Ultralife Corporation, which began as a battery company, now serves its markets with products and services ranging from portable and standby power solutions to communications and electronics systems. Through its engineering and collaborative approach to problem solving, Ultralife serves government, defense and commercial customers across the globe.

Ultralife’s family of brands includes: Ultralife Batteries, Stationary Power Services, RPS Power Systems, ABLE, McDowell Research, RedBlack Communications and AMTI. Ultralife’s operations are in North America, Europe and Asia. For more information, visit www.ultralifecorp.com.

This press release may contain forward-looking statements based on current expectations that involve a number of risks and uncertainties. The potential risks and uncertainties that could cause actual results to differ materially include: worsening global economic conditions, increased competitive environment and pricing pressures, disruptions related to restructuring actions and delays. The Company cautions investors not to place undue reliance on forward-looking statements, which reflect the Company’s analysis only as of today’s date. The Company undertakes no obligation to publicly update forward-looking statements to reflect subsequent events or circumstances. Further information on these factors and other factors that could affect Ultralife's financial results is included in Ultralife's Securities and Exchange Commission (SEC) filings, including the latest Annual Report on Form 10-K.

ULTRALIFE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
	Three-Month Periods Ended						Six-Month Periods Ended
	June 28,			June 28,			June 28,			June 28,
	2009			2008			2009			2008
Revenues:
Non-rechargeable products	$	18,925		$	17,699		$	34,497		$	32,315
Rechargeable products		10,307			4,490			24,161			11,228
Communications systems		6,601			61,946			10,837			86,000
Design and installation services		3,760			3,763			9,901			7,942
Total revenues		39,593			87,898			79,396			137,485
Cost of products sold:
Non-rechargeable products		15,568			15,448			28,318			27,008
Rechargeable products		8,320			3,669			18,736			9,206
Communications systems		5,426			45,205			8,622			63,138
Design and installation services		3,499			2,948			9,159			6,630
Total cost of products sold		32,813			67,270			64,835			105,982
Gross margin		6,780			20,628			14,561			31,503
Operating expenses:
Research and development		2,514			2,137			4,494			3,746
Selling, general, and administrative		10,591			8,554			18,649			15,457
Total operating expenses		13,105			10,691			23,143			19,203
Operating income (loss)		(6,325	)		9,937			(8,582	)		12,300
Other income (expense):
Interest income		1			2			4			13
Interest expense		(350	)		(240	)		(532	)		(569	)
Gain on insurance settlement		-			-			-			39
Gain on debt conversion		-			-			-			313
Miscellaneous		(209	)		40			(198	)		109
Income (loss) before income taxes		(6,883	)		9,739			(9,308	)		12,205
Income tax provision-current		-			264			2			318
Income tax provision-deferred		95			3,095			184			3,086
Total income taxes		95			3,359			186			3,404
Net income (loss)		(6,978	)		6,380			(9,494	)		8,801
Net loss attributable to noncontrolling interest		14			15			18			28
Net income (loss) attributable to Ultralife	$	(6,964	)	$	6,395		$	(9,476	)	$	8,829
Net income (loss) attributable to Ultralife common shareholders - basic	$	(0.41	)	$	0.37		$	(0.56	)	$	0.51
Net income (loss) attributable to Ultralife common shareholders - diluted	$	(0.41	)	$	0.36		$	(0.56	)	$	0.50
Weighted average shares outstanding - basic		16,894			17,309			17,024			17,155
Weighted average shares outstanding - diluted		16,894			17,708			17,024			17,770

ULTRALIFE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
(unaudited)
	June 28,			December 31,
ASSETS	2009			2008
Current assets:
Cash and investments	$	1,175		$	1,878
Trade accounts receivable, net		30,587			30,588
Inventories		51,223			40,465
Prepaid expenses and other current assets		1,980			2,242
Total current assets		84,965			75,173
Property and equipment		18,250			18,465
Other assets
Goodwill, intangible and other assets		39,448			35,949
Total Assets	$	142,663		$	129,587
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	24,514		$	1,425
Accounts payable		20,449			20,255
Other current liabilities		10,790			10,556
Total current liabilities		55,753			32,236
Long-term liabilities:
Long-term debt and capital lease obligations		4,562			4,670
Other long-term liabilities		4,732			4,528
Total long-term liabilities		9,294			9,198
Shareholders' equity:
Ultralife equity:
Common stock, par value $0.10 per share		1,826			1,815
Capital in excess of par value		168,635			167,259
Accumulated other comprehensive income (loss)		(1,057	)		(1,930	)
Accumulated deficit		(84,256	)		(74,780	)
		85,148			92,364
Less -- Treasury stock, at cost		7,558			4,232
Total Ultralife equity		77,590			88,132
Noncontrolling interest		26			21
Total shareholders' equity		77,616			88,153
Total Liabilities and Shareholders' Equity	$	142,663		$	129,587

CONTACT:
Company Contact:
Ultralife Corporation
John C. Casper, 315-332-7100
jcasper@ulbi.com
or
Investor Relations Contact:
Lippert/Heilshorn & Associates, Inc.
Jody Burfening, 212-838-3777
jburfening@lhai.com