Note

- Summary of Operations and Significant Accounting Policies

a.	Description of Business

As used in this annual report, unless otherwise indicated, the terms “we”, “our” and “us” refer to Ultralife Corporation (“Ultralife”) and includes our wholly-owned subsidiaries, ABLE New Energy Co., Limited and its wholly-owned subsidiary ABLE New Energy Co.; Ltd; Ultralife UK LTD and its wholly-owned subsidiary, Accutronics Ltd; Ultralife Batteries (UK) Ltd.; and our majority-owned joint venture Ultralife Batteries India Private Limited.

We offer products and services ranging from power solutions to communications and electronics systems. Through our engineering and collaborative approach to problem solving, we serve government, defense and commercial customers across the globe. We design, manufacture, install and maintain power and communications systems including: rechargeable and non-rechargeable batteries, charging systems, communications and electronics systems and accessories, and custom engineered systems. We sell our products worldwide through a variety of trade channels, including original equipment manufacturers (“OEMs”), industrial and defense supply distributors, and directly to U.S. and international defense departments.

b.	Principles of Consolidation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of Ultralife Corporation, our wholly-owned subsidiaries, Ultralife Batteries (UK) Ltd., Ultralife UK LTD, and its wholly-owned subsidiary Accutronics Ltd, ABLE New Energy Co., Limited and its wholly-owned subsidiary ABLE New Energy Co., Ltd. (“ABLE” collectively), and our majority-owned subsidiary Ultralife Batteries India Private Limited (“India JV”). Intercompany accounts and transactions have been eliminated in consolidation.

c.	Management's Use of Judgment and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at year end and the reported amounts of revenues and expenses during the reporting period. Key areas affected by estimates include: (a) carrying value of goodwill and intangible assets; (b) reserves for deferred tax assets, excess and obsolete inventory, warranties, and bad debts; (c) valuation of assets acquired and liabilities assumed in business combinations; (d) various expense accruals; and (e) stock-based compensation. Our actual results could differ from these estimates.

d.	Reclassifications

Certain items previously reported in specific financial statement captions are reclassified to conform to the current presentation. There were

material reclassifications for the years ended

December 31, 2018

and

2017.

Cash

Our cash balances

may

at times exceed federally insured limits. We have

not

experienced any losses in these accounts and believe we are

not

exposed to any significant risk with respect to cash.

f.	Accounts Receivable and Allowance for Doubtful Accounts

We extend credit to our customers in the normal course of business. We perform ongoing credit evaluations and generally do

not

require collateral. Payment terms are generally

days. Trade accounts receivable are recorded at their invoiced amounts, net of allowance for doubtful accounts. We evaluate the adequacy of our allowance for doubtful accounts quarterly. Accounts outstanding for longer than contractual payment terms are considered past due and are reviewed for collectability. We maintain reserves for potential credit losses based upon our historical experience and the aging of specific receivables. Receivable balances are written off when collection is deemed unlikely.

g.	Inventories

Inventories are stated at the lower of cost or net realizable value with cost determined under the

first

-in,

first

-out (FIFO) method. We record provisions for excess, obsolete or slow-moving inventory based on changes in customer demand, technology developments or other economic factors.

h.	Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. Estimated useful lives are as follows (in years):

Betterments, renewals and extraordinary repairs that extend the life of the assets are capitalized. Other repairs and maintenance costs are expensed when incurred. When disposed, the cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss on disposition is recognized in operating income.

i.	Long-Lived Assets, Goodwill and Intangibles

We assess all of our long-lived assets for impairment when events or circumstances indicate that their carrying amounts

may

not

be recoverable. For property, plant and equipment and amortizable intangible assets, this is accomplished by comparing the expected undiscounted future cash flows of the assets with the respective carrying amount as of the date of assessment. Should aggregate future cash flows be less than the carrying value, a write-down would be required, measured as the difference between the carrying value and the fair value of the asset. Fair value is estimated as the present value of expected discounted future cash flows. The discount rate used in our evaluation is an industry-based weighted average cost of capital. If the expected undiscounted future cash flows exceed the respective carrying amount as of the date of assessment,

impairment is recognized.

The purchase price paid to effect an acquisition is allocated to the acquired tangible and intangible assets and liabilities at fair value. We do

not

amortize goodwill and intangible assets with indefinite lives, but instead evaluate these assets for impairment at least annually, or when events indicate that impairment exists. We amortize intangible assets that have definite lives so that the economic benefits of the intangible assets are being recognized over their weighted-average estimated useful life.

The quantitative impairment test for goodwill consists of a comparison of the fair value of the reporting unit with the carrying amount of the reporting unit to which it is assigned. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered

not

impaired. If the carrying amount of a reporting unit exceeds its fair value, a

second

step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The impairment test for intangible assets with indefinite lives consists of a comparison of the fair value of the intangible assets with their carrying amounts. If the carrying value of the intangible assets exceeds the fair value, an impairment loss is recognized in an amount equal to that excess.

j.	Translation of Foreign Currency

The financial statements of our foreign subsidiaries are translated from the functional currency into U.S. dollar equivalents, with translation adjustments recorded as the sole component of accumulated other comprehensive loss. Exchange gains and losses related to foreign currency transactions and balances denominated in currencies other than the functional currency are recognized in net income.

k .	Revenue Recognition

Effective

January 1, 2018,

the Company adopted Accounting Standards Update

2014

(Topic

606

) “Revenue from Contracts with Customers”. Adoption of Topic

606

did

not

impact the timing of revenue recognition in our consolidated financial statements for the current or prior periods. Accordingly,

adjustments have been made to opening retained earnings or prior period amounts. See Note

for disaggregated revenue information.

Revenues are generated from the sale of products. Performance obligations are met and revenue is recognized upon transfer of control to the customer, which is generally upon shipment. When contract terms require transfer of control upon delivery at a customer’s location, revenue is recognized on the date of delivery. Revenue is measured as the amount of consideration we expect to receive in exchange for shipped product. Sales, value-added and other taxes billed and collected from customers are excluded from revenue. Customers, including distributors, do

not

have a general right of return. For products shipped under vendor managed inventory arrangements, revenue is recognized and billed when the product is consumed by the customer, at which point control has transferred and there are

further obligations by the Company.

Revenues recognized from prior period performance obligations for the year ended

December 31, 2018

were

not

material.

As of

December 31, 2018,

the Company had

unsatisfied performance obligations for contracts with an original expected duration of greater than

one

year. Pursuant to Topic

606,

we have applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations.

Deferred revenue, unbilled revenue and deferred contract costs recorded on our consolidated balance sheets as of

December 31, 2018

and

2017

were

not

material.

l.	Warranty Reserves

We generally offer standard warranties against product defects. We do

not

offer separate service-type warranties. We estimate future warranty costs to be incurred for product failure rates, material usage and service costs in the development of our warranty obligations. Estimated future costs are based on actual past experience and are generally estimated as a percentage of sales over the warranty period. Warranty costs are recorded as costs of products sold. Provision for warranty costs is recorded in other current liabilities and other long-term liabilities on our consolidated balance sheets based on the duration of the warranty.

m.	Shipping and Handling Costs

Costs incurred by us related to shipping and handling are included in cost of products sold. Amounts charged to customers pertaining to these costs are reflected as revenue.

n.	Sales Commissions

Sales commissions are expensed as incurred for contracts with an expected duration of

one

year or less. There were

sales commissions capitalized as of

December 31, 2018.

o.	Research and Development

Research and development expenditures are charged to operations as incurred. The majority of research and development expenses pertain to salaries and benefits, developmental supplies, depreciation and other contracted services. For the years ended

December 31, 2018

and

2017,

we expended

$4,905

and

$5,142,

respectively, on research and development, including

$397

and

$405,

respectively, on customer sponsored research and development activities, which are included in cost of goods sold. We recognized

$397

and

$405

of revenue relating to these activities for the years ended

December 31, 2018

and

2017,

respectively.

p.	Environmental Costs

Environmental expenditures that relate to current operations are expensed. Remediation costs that relate to an existing condition caused by past operations are accrued when it is probable that these costs will be incurred and can be reasonably estimated.

q.	Income Taxes

We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Pursuant to ASC

740,

a valuation allowance is recognized when the realizability of deferred tax assets is

not

more likely than

not,

on the basis of all available evidence, both positive and negative, weighted based on objective verifiability.

r.	Concentration Related to Customers and Suppliers

We have

one

major customer, a large defense primary contractor, which comprised

16%

and

18%

of our revenues in

2018

and

2017,

respectively. There were

other customers that comprised greater than

10%

of our total revenues during these years.

Currently, we do

not

experience significant seasonal trends in our revenues. Since a significant portion of our revenues are based on purchases from U.S. and allied country defense departments, the timing of our sales could be impacted by delays in the government budget process and the decisions to deploy resources to support military purchases of our products.

We generally do

not

distribute our products to a concentrated geographical area nor is there a significant concentration of credit risks arising from individuals or groups of customers engaged in similar activities, or who have similar economic characteristics. While direct and indirect sales to the U.S. Department of Defense have been substantial during

2018

and

2017,

we do

not

consider this customer to be a significant credit risk.

Certain materials and components used in our products are available only from a single or a limited number of suppliers. As such, some materials and components could become in short supply resulting in limited availability and/or increased costs. Additionally, we

may

elect to develop relationships with a single or limited number of suppliers for materials and components that are otherwise generally available. Although we believe that alternative suppliers are available to supply materials and components that could replace materials and components currently used and that, if necessary, we would be able to redesign our products to make use of such alternatives, any interruption in the supply from any supplier that serves as a sole source could delay product shipments and have a material adverse effect on our business, financial condition and results of operations. We have experienced interruptions of product deliveries by sole source suppliers in the past.

s.	Fair Value Measurements and Disclosures

Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into

three

levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level

Quoted prices in active markets for identical assets or liabilities.

Level

Observable inputs, other than Level

prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are

not

active; or other inputs that are observable or that we corroborate with observable market data for substantially the full term of the related assets or liabilities.

Level

Unobservable inputs supported by little or

market activity that are significant to the fair value of the assets or liabilities.

The fair value of financial instruments approximated their carrying values at

December 31, 2018

and

2017.

The fair value of cash, trade accounts receivable, trade accounts payable, and accrued liabilities approximates carrying value due to the short-term nature of these instruments.

t.	Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income attributable to Ultralife Corporation by the weighted average shares of common stock outstanding for the period. Diluted EPS reflects the assumed exercise and conversion of dilutive outstanding stock options and unvested restricted stock, if any, applying the treasury stock method.

For the year ended

December 31, 2018,

the calculation of diluted EPS included

1,127,837

stock options and

17,500

restricted stock awards. Inclusion of these shares resulted in

465,004

additional shares in the calculation of diluted EPS. There were

448,250

outstanding stock options as of

December 31, 2018

excluded from the calculation of diluted EPS, as inclusion of these shares would have been anti-dilutive.

For the year ended

December 31, 2017,

the calculation of diluted EPS included

1,035,711

stock options. Inclusion of these shares resulted in

330,676

additional shares in the calculation of diluted EPS. There were

unvested restricted stock units as of

December 31, 2017.

824,500

outstanding stock options as of

December 31, 2017

were excluded from the calculation of diluted EPS, as inclusion of these shares would have been anti-dilutive.

u.	Stock-Based Compensation

We have various stock-based employee compensation plans that are described more fully in Note

The compensation cost relating to share-based payment transactions is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity award).

v.	Segment Reporting

We have

two

operating segments – Battery & Energy Products, and Communications Systems. The basis for determining our operating segments is the manner in which financial information is used in monitoring our operations. Management operates and organizes itself according to business units that comprise unique products and services across geographic locations.

w.	Recent Accounting Pronouncements

May 2014,

the FASB issued ASU

2014

(Topic

606

) “Revenue from Contracts with Customer”. Under this standard, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new standard will replace most existing revenue recognition guidance under GAAP and permits the use of either the retrospective or cumulative effect transition method. Topic

606

is effective for annual reporting periods beginning after

December 15, 2017,

including interim periods within that reporting period. The Company adopted Topic

606

effective

January 1, 2018.

Adoption of Topic

606

did

not

impact the timing of revenue recognition in our consolidated financial statements for the current or prior periods. Accordingly,

adjustments have been made to opening retained earnings or prior period amounts. Adoption of this standard required additional disclosure which can be found in Notes

and

November 2016,

the FASB issued ASU

2016

18,

“Statement of Cash Flows (Topic

230

): Restricted Cash”. The standard is effective for fiscal years beginning after

December 31, 2017,

and interim periods within those fiscal years, and should be applied using a retrospective transition method for each period presented. The standard requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total cash amounts shown on the statements of cash flows. The Company has adopted this standard effective

January 1, 2018.

As a result, restricted cash has been included in the total cash amounts on the consolidated statement of cash flows for all periods presented and the required disclosures have been included in the notes to consolidated financial statements. There was

impact to the Company’s consolidated statements of income as a result of adopting this new accounting standard.

August 2016,

the FASB issued Accounting Standards Update

2016

15,

“Statement of Cash Flows (Topic

230

), Classification of Certain Cash Receipts and Cash Payments”. The standard makes

eight

targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years beginning after

December 15, 2017,

and interim periods within those fiscal years. The standard requires adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company has adopted this standard effective

January 1, 2018.

Adoption of this standard did

not

impact our consolidated financial statements.

May 2017,

the FASB issued ASU

2017

09,

“Compensation – Stock Compensation (Topic

718

) – Scope of Modification Accounting”, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic

718.

The standard is effective for fiscal years beginning after

December 15, 2017

and interim periods within those fiscal years. The standard is to be applied on a prospective basis to an award modified on or after the adoption date. The Company has adopted this standard effective

January 1, 2018.

Adoption of this standard did

not

impact our consolidated financial statements.

October 2016,

the FASB issued ASU

2016

16,

“Income Taxes (Topic

740

), Intra-Entity Transfers of Assets Other Than Inventory”. The new guidance requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset is sold to an outside party. The standard is effective for annual reporting periods beginning after

December 15, 2017,

including interim periods within those annual reporting periods. Early adoption is permitted. The new guidance requires adoption on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has adopted this standard effective

January 1, 2018.

Adoption of this standard did

not

impact our consolidated financial statements.

March 2018,

the FASB issued ASU

2018

05,

“Income Taxes (Topic

740

): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin

No.

118”.

The standard adds various Securities and Exchange Commission (“SEC”) paragraphs pursuant to the issuance of the

December 2017

SEC Staff Accounting Bulletin

No.

118,

“Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB

118”

), which was effective immediately. The SEC issued SAB

118

to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act (the “Tax Act”) in the period of enactment. SAB

118

allows disclosure that timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. Refer to Note

for discussion of our final determination of the effects of the Tax Act on our consolidated financial statements.

February 2016,

the FASB issued ASU

2016

02,

“Leases”, which requires that lessees recognize a right-to-use asset and related lease liability for all significant financing and operating leases

not

considered short-term leases, and specifies where in the statement of cash flows the related lease payments are to be presented. The guidance is effective for years beginning after

December 15, 2018

and early adoption is permitted. The Company has adopted the new lease standard effective

January 1, 2019.

The impact of adoption will be the recognition of a right-to-use asset and corresponding lease liability on the Company’s consolidated balance sheet. Adoption of the new lease standard will

not

have a significant impact on the Company’s consolidated statement of income.

January 2017,

the FASB issued ASU

2017

04,

“Intangibles – Goodwill and Other (Topic

350

) – Simplifying the Test for Goodwill Impairment”, which eliminates the

two

-step process that required identification of potential impairment and a separate measure of the actual impairment. The annual assessment of goodwill impairment will be determined by using the difference between the carrying amount and the fair value of the reporting unit. The standard is effective for annual and interim impairment tests performed in periods beginning after

December 15, 2019

and is to be applied on a prospective basis. The Company is currently assessing the impact that adopting this new accounting standard will have on our consolidated financial statements.

Machinery and Equipment

Furniture and Fixtures

Computer Hardware and Software

Leasehold Improvements

Lesser of useful life or lease term