Note 2 - Dispositions & Exit Activities

12 Months Ended

Dec. 31, 2012

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Note 2- Dispositions & Exit Activities

2012 Activity

Ultralife Batteries UK, Ltd.

During the fourth quarter of 2012, we elected not to renew the lease for our U.K. manufacturing facility which expires on March 24, 2013, and to relocate our sales and services operations to a smaller facility. As a result of this decision, we are required to restore the facility back to its original condition per a previous contractual commitment.

The costs associated with the lease exit did not become determinable until late in the fourth quarter of 2012. Accordingly, we recorded a liability as of the end of 2012 for our current estimate of the costs to return the facility to its original condition as well as other related expenses that resulted in $228 being charged to selling, general, and administrative costs related to operations transferred to our facilities in Newark, NY, and an additional $815 being recorded as discontinued operations for those operations that were not transferred to our facilities in Newark, NY. The termination of the lease has led to no employee reductions or other termination costs, with the exception of the aforementioned restoration costs.

As a result, the Consolidated Statements of Comprehensive Income (Loss) herein exclude the discontinued Ultralife Batteries UK, Ltd. operations from the results of continuing operations. The following amounts have been reported as discontinued operations for years ended December 31, 2012 and 2011:

	Years Ended December 31,
	2012			2011
Net sales	$	-		$	-
Loss from discontinued operations		(815	)		-
Provision Benefit for income taxes		-			-
Loss from discontinued operations, net of tax	$	(815	)	$	-

RedBlack Communications, Inc.

On February 16, 2012, we announced our intention to divest our RedBlack Communications, Inc. (“RedBlack”) business in 2012. RedBlack was a wholly owned subsidiary of ours based in Hollywood, Maryland, that designed, integrated and fielded mobile, modular and fixed site communication and electronic systems. We determined that RedBlack offered limited opportunities to achieve the operating thresholds of our new business model.

On September 28, 2012, we entered into and closed a Stock Purchase Agreement (the “Agreement”) to sell 100% of our capital stock in RedBlack to BCF Solutions, Inc. In exchange for the sale of RedBlack, we received $2,533 as a purchase price, comprised of cash at closing in the amount of $2,133, funds held in escrow for up to one year in the amount of $250, as well as $150 to be available for RedBlack employee retention programs. In addition, there will be a customary post-closing working capital adjustment to the purchase price that is expected to be finalized in the first quarter of 2013.

The Agreement contains customary representations and warranties that will survive for a period of two or three years. The Agreement also contains customary indemnification for breaches of the representations and warranties identified in the Agreement.

Pursuant to the Agreement, we are prohibited from engaging or participating with any current customer of RedBlack in any business, directly or indirectly, that competes with the business conducted by RedBlack for two years. We are also prohibited from hiring, soliciting, or recruiting any current employee, independent contractor, or consultant of BCF Solutions, Inc. or RedBlack for two years.

Commencing with the first quarter of 2012, the results of the RedBlack operations and related divestiture costs have been reported as a discontinued operation.

As a result, the Consolidated Statements of Comprehensive Income (Loss) herein exclude the RedBlack operations from the results of continuing operations. The following amounts have been reported as discontinued operations for years ended December 31, 2012 and 2011:

	Year Ended December 31,
	2012			2011
Net sales	$	3,404		$	3,649
Income (loss) from discontinued operations		(7	)		63
(Provision) benefit for income taxes		174			(48	)
Income (Loss) from discontinued operations, net of tax		167			15

2011 Activity

Ultralife Energy Services Corporation

On March 8, 2011, we decided to exit our Energy Services business, which included standby power and systems design, installation and maintenance activities because we determined it was appropriate to refocus our operations on profitable growth opportunities presented in our other segments, Battery & Energy Products and Communications Systems.

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, 2012 and 2011:

	Years Ended December 31,
	2012		2011
Net sales	$	-	$	3,891
Income (loss) from discontinued operations		147		(3,702	)
(Provision) Benefit for income taxes		-		-
Income (loss) from discontinued operations, net of tax		147		(3,702	)

The income noted in 2012 is due entirely to adjustments to reserves that were established as of the closure of the business as our actual experience has differed from our expectations at that time.

Included in the Loss from discontinued operations described above, we recorded the following exit charges in 2011:

	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