{ "@context": "https://frontierpicks.com/schemas/dossier.v1.json", "ticker": "ULBI", "name": "Ultralife Corporation", "url": "https://frontierpicks.com/dossiers/ULBI/", "json_url": "https://frontierpicks.com/dossiers/ULBI.json", "status": "DORMANT", "current_conviction": "LOW", "archetype": { "code": "a5", "n": 5 }, "current_thesis": "Ultralife Corporation trades as a capped claim on EnerSys's $16.00-per-share cash offer, so it is more likely to lag the S&P 500 than lead it; US and UK clearances and the tender, first due to expire on 3 December 2026, settle whether holders are paid.", "invalidation_trigger": "A daily close above $18.11, above the $16.00 cash offer and the $15.83 52-week high, which would show the shares leading the S&P 500; a competing proposal or a raised EnerSys offer above $16.00 per share would also prove this call wrong.", "catalyst_date": "2026-12-03", "portfolio": null, "pick": null, "themes": [ "m-and-a-special-situations" ], "tags": [], "sources": [], "caveats": [], "source_links": [ { "title": "Currency shifts left battery maker EnerSys' sales below guidance as earnings per share rose 34%.", "url": "https://www.stocktitan.net/news/ENS/ener-sys-reports-second-quarter-fiscal-year-2027-5qdadkwsth6a.html", "date": "2026-11-11" }, { "title": "ULTRALIFE CORP - Form SC 14D9 - FY2026", "url": "https://www.sec.gov/Archives/edgar/data/0000875657/000143774926033810/ulbi20261028_sc14d9.htm", "date": null }, { "title": "ULTRALIFE CORP - Form SC TO-T - FY2026", "url": "https://www.sec.gov/Archives/edgar/data/0000875657/000119312526435071/d153599dex99a1a.htm", "date": null }, { "title": "ULTRALIFE CORP - Form 10-Q - FY2026", "url": "https://www.sec.gov/Archives/edgar/data/0000875657/000143774926035323/ulbi20260930_10q.htm", "date": null }, { "title": "EnerSys To Acquire Ultralife, Expanding Differentiated Battery Technologies and Accelerating Growth in Defense Market", "url": "https://investor.enersys.com/news/news-details/2026/EnerSys-To-Acquire-Ultralife-Expanding-Differentiated-Battery-Technologies-and-Accelerating-Growth-in-Defense-Market/default.aspx", "date": null }, { "title": "ULTRALIFE CORP - Form 8-K - FY2026", "url": "https://www.sec.gov/Archives/edgar/data/0000875657/000143774926033731/ulbi20261027_8k.htm", "date": "2026-10-27" } ], "evidence": [ { "claim": "EnerSys agreed to acquire Ultralife for $16.00 per share in cash, about $320 million including net debt and a 166% premium to the $6.01 close on 2026-10-26.", "source": "EnerSys press release and Ultralife Form 8-K, 2026-10-27", "as_of": "2026-10-27" }, { "claim": "The tender offer and withdrawal rights expire at 5:00 p.m. New York City time on 2026-12-03 unless extended.", "source": "Schedule TO-T offer documents filed 2026-10-28", "as_of": "2026-10-28" }, { "claim": "EnerSys said the Ultralife deal is expected to close in its fourth fiscal quarter of 2027 and remains subject to customary closing conditions, including required regulatory approvals.", "source": "EnerSys fiscal Q2 2027 results release, 2026-11-11", "as_of": "2026-11-11" }, { "claim": "EnerSys reported $275.5 million of cash and net leverage of 0.8 times at 2026-10-04; second-quarter net sales were $949.9 million against $955 million to $995 million guidance.", "source": "EnerSys fiscal Q2 2027 results release, 2026-11-11", "as_of": "2026-10-04" }, { "claim": "Bradford Whitmore and affiliated entities beneficially own 6,708,835 shares, about 40.3% of those outstanding, and agreed to tender under a support agreement.", "source": "Ultralife Schedule 14D-9", "as_of": "2026-10-28" }, { "claim": "The company and reverse termination fees are each $10.3 million; the reverse fee is payable in specified antitrust-related circumstances.", "source": "Ultralife Schedule 14D-9", "as_of": "2026-10-28" }, { "claim": "Third-quarter revenue was $48.271 million against $43.371 million a year earlier; EPS was $0.14 against a $0.07 loss.", "source": "Ultralife Q3 2026 results release 2026-11-05 and 10-Q", "as_of": "2026-09-30" }, { "claim": "Ultralife had $45.125 million of term loan principal, $5.875 million drawn on its revolver and $8.628 million of cash, including $1.0 million restricted.", "source": "Ultralife 10-Q for the quarter ended 2026-09-30", "as_of": "2026-09-30" } ], "view_changes": [], "frame": null, "filed_numbers": { "as_of": "2026-11-13", "sector": "Industrials", "financials": { "status": "ok", "reason": null, "close_date": "2026-11-13", "latest_quarter": "2026-09-30", "figures": { "revenue": { "status": "ok", "quarters": [ { "end": "2026-09-30", "filed": "2026-11-05", "restated": null, "value_musd": 48.3, "yoy_pct": 11.3 }, { "end": "2026-06-30", "filed": "2026-08-07", "restated": null, "value_musd": 47.9, "yoy_pct": -1.3 }, { "end": "2026-03-31", "filed": "2026-05-08", "restated": null, "value_musd": 47.4, "yoy_pct": -6.5 }, { "end": "2025-12-31", "filed": "2026-03-23", "restated": null, "value_musd": 48.5, "yoy_pct": 10.6 }, { "end": "2025-09-30", "filed": "2025-11-17", "restated": null, "value_musd": 43.4, "yoy_pct": 21.5 }, { "end": "2025-06-30", "filed": "2025-08-07", "restated": null, "value_musd": 48.6, "yoy_pct": 13 } ] }, "gross_margin": { "status": "ok", "quarters": [ { "end": "2026-09-30", "filed": "2026-11-05", "restated": null, "pct": 27.5 }, { "end": "2026-06-30", "filed": "2026-08-07", "restated": null, "pct": 28.9 }, { "end": "2026-03-31", "filed": "2026-05-08", "restated": null, "pct": 21.3 }, { "end": "2025-12-31", "filed": "2026-03-23", "restated": null, "pct": 24.9 }, { "end": "2025-09-30", "filed": "2025-11-17", "restated": null, "pct": 22.2 }, { "end": "2025-06-30", "filed": "2025-08-07", "restated": null, "pct": 23.9 } ] }, "operating_margin": { "status": "ok", "quarters": [ { "end": "2026-09-30", "filed": "2026-11-05", "restated": null, "pct": 6.6 }, { "end": "2026-06-30", "filed": "2026-08-07", "restated": null, "pct": 7.2 }, { "end": "2026-03-31", "filed": "2026-05-08", "restated": null, "pct": -0.5 }, { "end": "2025-12-31", "filed": "2026-03-23", "restated": null, "pct": -21.9 }, { "end": "2025-09-30", "filed": "2025-11-17", "restated": null, "pct": -2.2 }, { "end": "2025-06-30", "filed": "2025-08-07", "restated": null, "pct": 4.6 } ] }, "pretax_income": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "value_musd": 2.7 }, "net_income": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "four_quarters_end": "2026-09-30", "value_musd": 2.4, "four_quarters_musd": -3 }, "operating_cash_flow": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "first_end": "2025-12-31", "value_musd": 2 }, "capital_spending": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "first_end": "2025-12-31", "value_musd": 2.7 }, "free_cash_flow": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "first_end": "2025-12-31", "value_musd": -0.7 }, "diluted_share_change": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "base_end": "2025-09-30", "pct": 0.3 }, "cash": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "value_musd": 7.6 }, "debt": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "value_musd": 50.5, "composition": "non-current long-term debt plus current maturities" }, "net_cash": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "value_musd": -42.9 }, "deferred_revenue": { "status": "not reported" }, "backlog": { "status": "not reported" }, "receivables": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "value_musd": 35.8 }, "inventory": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "value_musd": 62.3 }, "equity": { "status": "ok", "end": "2026-09-30", "filed": "2026-11-05", "value_musd": 134.5 }, "market_value": { "status": "ok", "close_date": "2026-11-13", "basis_end": "2026-11-02", "basis_filed": "2026-11-05", "value_musd": 262.2 }, "enterprise_value": { "status": "ok", "close_date": "2026-11-13", "basis_end": "2026-11-02", "basis_filed": "2026-11-05", "value_musd": 305.1 }, "ev_sales": { "status": "ok", "close_date": "2026-11-13", "basis_end": "2026-11-02", "basis_filed": "2026-11-05", "multiple": 1.6 }, "ev_ebit": { "status": "not meaningful" }, "pe": { "status": "not meaningful" }, "pb": { "status": "ok", "close_date": "2026-11-13", "basis_end": "2026-11-02", "basis_filed": "2026-11-05", "multiple": 1.9 }, "fcf_yield": { "status": "ok", "close_date": "2026-11-13", "basis_end": "2026-11-02", "basis_filed": "2026-11-05", "pct": -0.3 } } }, "short_interest": { "status": "ok", "settlement": "2026-10-15", "published": "2026-10-26", "short_pct_of_outstanding": 0.54, "days_to_cover": 3.9, "change_pct": -11.9 }, "insiders": { "status": "ok", "as_of": "2026-11-15", "windows": [ { "days": 90, "status": "ok", "from": "2026-08-18", "bought_usd": 0, "sold_usd": 0, "bought_unpriced": 0, "sold_unpriced": 0 }, { "days": 365, "status": "ok", "from": "2025-11-16", "bought_usd": 2535108, "sold_usd": 0, "bought_unpriced": 0, "sold_unpriced": 0 } ] } }, "body_markdown": "## Current Thesis\n\nUltralife Corporation trades as a capped claim on EnerSys's $16.00-per-share cash offer, so the shares are more likely to lag the S&P 500 than lead it over the next three months. US antitrust clearance, UK national security clearance and the tender offer, first due to expire on 2026-12-03, decide whether holders are paid.\n\nEnerSys agreed on 2026-10-27 to buy Ultralife for about $320 million including net debt, a 166% premium to the $6.01 close on 2026-10-26, according to the merger press release. The shares closed at $15.75 on 2026-11-11, under the $16.00 cash price. That close means the market treats completion as likely and leaves only a small discount for time and regulatory risk.\n\nEnerSys's fiscal second-quarter release on 2026-11-11 said the deal \"is expected to close in the fourth fiscal quarter of 2027\" and \"remains subject to customary closing conditions, including the receipt of required regulatory approvals.\" The release gave no update on either clearance. Searches of company news and filings on 2026-11-12 found no competing bid, no notice that the US waiting period has ended and no amendment moving the expiry date. A competing proposal above $16.00 would show the upside is not capped.\n\n## Bull Case\n\n- **Cash offer with no financing condition.** The merger agreement has no financing condition. EnerSys reported $275.5 million of cash and net leverage of 0.8 times at 2026-10-04 in its 2026-11-11 results release.\n- **Acquirer reaffirmed its timetable.** EnerSys's 2026-11-11 release kept a close in its fiscal fourth quarter of 2027. That fits the first-quarter 2027 timing it gave on 2026-10-27.\n- **Largest holder is committed.** Chair Bradford Whitmore and affiliated entities, with 6,708,835 shares or about 40.3%, signed a support agreement to tender, the Schedule 14D-9 filed 2026-10-28 shows. The offer needs more than 50% of outstanding shares.\n- **Board and insiders back the price.** The board unanimously recommended the offer, and each executive officer and director intends to tender, per the Schedule 14D-9. StoneX gave its fairness opinion on 2026-10-27.\n- **The price was negotiated upward.** EnerSys opened at $12.00 to $14.00 per share on 2026-07-06 and reached $16.00 on 2026-10-09 after Ultralife countered at $18.00 and $17.00, per the Schedule 14D-9.\n- **The business improved into the deal.** Ultralife reported on 2026-11-05 that third-quarter revenue rose to $48.271 million from $43.371 million a year earlier. Earnings per share were $0.14 against a $0.07 loss, per the results release and the 10-Q for the quarter ended 2026-09-30.\n\n## Bear Case\n\n- **Upside is small, downside is large.** The $16.00 cash price sits just above the $15.75 close on 2026-11-11, while the last price before the deal was $6.01 on 2026-10-26. A failed deal would reopen most of that gap.\n- **Two regulators must clear it.** The offer is conditioned on the US Hart-Scott-Rodino (HSR) antitrust waiting period and UK National Security and Investment Act (NSIA) clearance, and EnerSys is not required to accept divestitures, per the Schedule 14D-9. EnerSys's 2026-11-11 release did not report either clearance.\n- **Break protection is modest.** The reverse termination fee is $10.3 million and is payable only in specified antitrust-related circumstances, per the Schedule 14D-9.\n- **Standalone value rests on a steep plan.** Management's projections in the Schedule 14D-9 lift revenue from $208.3 million in 2026 to $266.2 million in 2029. StoneX's comparable-company range was $9.1 to $13.3 per share.\n- **Debt would remain after a break.** At 2026-09-30 Ultralife had $45.125 million of term loan principal and $5.875 million drawn on its revolver against $8.628 million of cash, including $1.0 million restricted, per the 10-Q.\n- **Price challenge is being probed.** Ademi LLP said on 2026-10-28 it is investigating whether the buyout gives fair value to shareholders. The terms have not changed since.\n\n## Setup & Price Structure\n\nThe shares closed at $15.75 on 2026-11-11, against a 52-week intraday high of $15.83 on 2026-11-10 and a close of $15.79 that day. Closes have held in a narrow range, from $15.62 on 2026-11-04 to $15.79 on 2026-11-10, per adjusted daily closes.\n\nThe shares are up 111.7% over three months from $7.44 on 2026-08-13, almost all of it from the repricing after the 2026-10-27 announcement. The 50-day moving average of $8.17 and the 200-day moving average of $6.84, both as of 2026-11-11, still reflect the pre-deal price and say little about where the shares trade while the offer stands.\n\nThe $16.00 cash price is the effective ceiling unless a rival bid or a raised offer appears. The $6.01 close of 2026-10-26 marks where the shares last traded on their own business. Movement between those levels now tracks perceived deal risk and time to payment.\n\n## Catalyst Calendar\n\n- **~2026-11-25 (est.):** End of the 15-day HSR waiting period for the cash tender offer, if the filing was made by the 10-business-day deadline in the merger agreement. Expiry without a second request would satisfy the US condition and leave UK clearance and the minimum tender.\n- **2026-12-03:** Initial expiry of the EnerSys tender offer at 5:00 p.m. New York City time. An extension fits EnerSys's fiscal fourth-quarter 2027 closing guidance; a termination or regulatory objection would break the case.\n- **2027-04-27:** Outside date under the merger agreement, subject to extensions. It marks the point at which the deal can lapse if conditions remain unmet.\n\n## What Would Change Our Mind\n\nA daily close above $18.11, above the $16.00 cash offer and the $15.83 52-week high, which would show the shares leading the S&P 500; a competing proposal or a raised EnerSys offer above $16.00 per share would also prove this call wrong.\n\n## Correlation Notes\n\nWhile the deal stands, the shares track the probability and timing of the $16.00 payment rather than the S&P 500 or defense-equipment suppliers. Gains in the broader market or in defense peers do not lift Ultralife above the cash price.\n\nThe link to EnerSys (ENS) runs through deal risk. EnerSys reported second-quarter net sales of $949.9 million on 2026-11-11, below its $955 million to $995 million guidance, with adjusted earnings per share of $3.22. Its own results matter to Ultralife only if they affected its ability or willingness to close. If the deal failed, Ultralife would revert to trading as a small battery and communications-systems supplier to defense customers, last priced on its own at $6.01 on 2026-10-26.", "first_seen": "2026-11-10", "last_analyzed": "2026-11-11T23:30:51+00:00", "last_synthesized": "2026-11-11", "date_modified": "2026-11-11", "license": "Content © FrontierPicks. Cite the canonical URL." }