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Acquisitions and Dispositions & Exit Activities

12 Months Ended

Dec. 31, 2011

Acquisitions and Dispositions & Exit Activities [Abstract]

Acquisitions and Dispositions & Exit Activities

Note 2—Acquisitions and Dispositions & Exit Activities

2011 Activity

Ultralife Energy Services Corporation

On March 8, 2011, our senior management, as authorized by our Board of Directors, decided to exit our Energy Services business, which included standby power and systems design, installation and maintenance activities. As a result of management’s ongoing review of our business segments and products, and taking into account the lack of growth and profitability potential of the Energy Services segment as well as its sizeable operating losses over the last several years, we determined it was appropriate to refocus our operations on profitable growth opportunities presented in our other segments, Battery & Energy Products and Communications Systems. In the fourth quarter of 2010, we recorded a non-cash impairment charge of $13,793 to write-off the goodwill and intangible assets and certain fixed assets associated with the standby power portion of our Energy Services business.

The actions taken to exit our Energy Services segment resulted in the elimination of approximately 40 jobs and the closing of five facilities, primarily in California, Florida and Texas, over several months. As of the end of the second quarter of 2011, all exit activities with respect to our Energy Services segment were completed. As a result, the presentation of results herein excludes the Energy Services segment from the results of continuing operations. The following amounts have been reported as discontinued operations for the years ended December 31, 2011, 2010 and 2009:

		September 30,			September 30,			September 30,
	Years Ended December 31,
	2011			2010			2009
Net sales	$	3,891		$	11,758		$	17,814

Loss from discontinued operations		(3,702	)		(17,748	)		(3,837	)
(Provision) Benefit for income taxes		—			371			(189	)

Loss from discontinued operations, net of tax		(3,702	)		(17,377	)		(4,026	)

Included in the Loss from discontinued operations described above, we recorded the following exit charges:

		September 30,
	Year Ended
	December 31, 2011
Inventory and fixed asset write-downs	$	941
Employee related, including termination benefits		703
Lease termination costs		250
Other costs		1,030

Total Exit Costs	$	2,924

Cash Component	$	1,984

2009 Activity

We accounted for the following acquisition in accordance with the purchase method of accounting provisions of the revised FASB guidance for business combinations, whereby the purchase price paid to effect an acquisition is allocated to the acquired tangible and intangible assets and liabilities at fair value.

AMTI ^TM Brand

On March 20, 2009, we acquired substantially all of the assets and assumed substantially all of the liabilities of the tactical communications products business of Science Applications International Corporation. The tactical communications products business (“AMTI”), located in Virginia Beach, Virginia, designs, develops and manufactures tactical communications products including amplifiers, man-portable systems, cables, power solutions and ancillary communications equipment that are sold by Ultralife Corporation under the brand name of AMTI.

Under the terms of the asset purchase agreement for AMTI, the purchase price consisted of $5,717 in cash.

The results of operations of AMTI and the estimated fair value of assets acquired and liabilities assumed were included in our Condensed Consolidated Financial Statements beginning on the acquisition date. For the year ended December 31, 2010, AMTI contributed net sales of $14,001 and net income of $2,134. From the date of acquisition through December 31, 2009, AMTI contributed net sales of $11,354 and net income of $1,744. Pro forma information has not been presented, as it would not be materially different from amounts reported. The estimated excess of the purchase price over the net tangible and intangible assets acquired of $4,684 was recorded as goodwill in the amount of $1,033. The acquired goodwill has been assigned to the Communications Systems segment and is expected to be fully deductible for income tax purposes.

The following table represents the final allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date:

		September 30,
ASSETS
Current assets:
Cash	$	—
Trade accounts receivable, net		693
Inventories		2,534

Total current assets		3,227
Property, plant and equipment, net		339
Goodwill		1,033
Intangible Assets:
Trademarks		450
Patents and Technology		800
Customer Relationships		970

Total assets acquired		6,819


LIABILITIES
Current liabilities:
Accounts payable		801
Other current liabilities		301

Total current liabilities		1,102
Long-term liabilities:
Other long-term liabilities		—

Total liabilities assumed		1,102


Total Purchase Price	$	5,717

Trademarks have an indefinite life and are not being amortized. The intangible assets related to patents and technology and customer relationships are being amortized as the economic benefits of the intangible assets are being utilized over their weighted-average estimated useful life of thirteen years.