1 unchanged sentence
The financial statements and schedules listed in Item 15(a)(1) are included in this Report beginning on page 44.
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Reports of Independent Registered Public Accounting Firms
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2025, and 2024
−Removed: Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024 and 2023
+Added: Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the years ended December 31, 2025, and 2024
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, and 2024
4 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Ultralife Corporation and its subsidiaries (the Company) as of December 31, 2024, and 2023, the related consolidated statements of income and comprehensive income, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheet of Ultralife Corporation and its subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of (loss) income and comprehensive (loss) income, changes in stockholders' equity and cash flows for the year ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
−Removed: Our report dated April 1, 2025, expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
+Added: Our report dated March 23, 2026, expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
Basis for Opinion
These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: The financial statements of the Company as of and for the year ended December 31, 2024, were audited by Freed Maxick P.C., who joined WithumSmith+Brown, PC on August 1, 2025 and expressed an unmodified opinion on those statements dated April 1, 2025.
Critical Audit Matters
6 unchanged sentences
The excess, obsolete, and slow-moving inventory reserve serves to reduce the Company’s inventory balance through a charge to cost of products sold.
−Removed: The Company’s reserve for excess, obsolete, and slow-moving inventory is based upon assumptions related to expectations of future demand, product lifecycles, product support, technical obsolescence, regulatory requirements, and economic and market conditions.
+Added: The Company’s reserve for excess, obsolete, and slow-moving inventory related to the Newark, New York and Virginia Beach, Virginia facilities is based upon assumptions related to expectations of future demand, product lifecycles, product support, technical obsolescence, regulatory requirements, and economic and market conditions.
If the actual realization of excess, obsolete, and slow-moving inventory does not meet the Company’s assumptions future inventory adjustments would result in a decrease in gross margin.
14 unchanged sentences
performing retrospective review of prior-year estimates to identify potential bias of management judgements, obtaining an understanding of the process and assumptions used by management to develop the impairment analysis, obtaining and understanding of controls related to the impairment analysis, performing brainstorming meeting among the engagement team to determine where the estimate may be susceptible to material misstatement, testing management’s impairment analysis, including test the completeness and accuracy of source information used, mathematical accuracy of management’s calculations, evaluate reasonableness and consistency of methodology and assumptions, engaging internal valuation specialist to evaluate assumptions included in the impairment analysis.
−Removed: Electrochem Business Combination and Purchase Price Allocation
−Removed: As discussed in Notes 1 and 2 to the financial statements, effective October 31, 2024, the Company acquired all the outstanding shares of Electrochem Solutions, Inc.
−Removed: (Electrochem).
−Removed: The total net purchase price paid for the shares of Electrochem was approximately $48.0 million.
−Removed: The Company applied the acquisition method of accounting for the acquisition.
−Removed: Under this method, identifiable assets acquired, and liabilities assumed are measured at their acquisition-date fair value.
−Removed: The Company used a valuation hierarchy and utilized an independent third-party valuation specialist to determine the fair values used in this allocation.
−Removed: Intangible assets and goodwill represented an allocation of purchase price of the acquired business in the amount of approximately $10.5 million and $7.6 million, respectively.
−Removed: The Company’s determination of the fair value used for the allocation of the purchase price is based upon assumptions of the future performance of Electrochem and includes work performed by a third-party valuation specialist.
−Removed: Due to the subjectivity involved in estimating the fair values and ultimate allocation of purchase price, we identified the fair value estimates for purchase price allocation of goodwill and intangible assets as a critical audit matter, which required a higher degree of auditor judgement as well as the use of professionals with specialized skill and knowledge.
−Removed: Addressing the matter involved performing subjective procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
−Removed: The primary procedures we performed include:
−Removed: obtaining an understanding of the process and assumptions used by management to develop the estimate of the purchase price allocation, obtaining an understanding of the controls relating to the purchase price allocation, engaging an internal valuation specialist to review/test certain assumptions and approaches used, testing management’s allocation, including test the completeness and accuracy of source information used, mathematical accuracy of management’s calculations, evaluate reasonableness and consistency of methodology and assumptions.
−Removed: /s/ Freed Maxick P.C.
−Removed: (f/k/a Freed Maxick CPAs, P.C.)
+Added: /s/ WithumSmith+Brown, PC
We have served as the Company's auditor since 2016.
Rochester, New York
−Removed: April 1, 2025
+Added: March 23, 2026
+Added: PCAOB ID Number 100
Report of Independent Registered Public Accounting Firm
2 unchanged sentences
We have audited Ultralife Corporation's (the “Company”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
−Removed: In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements) and our report dated April 1, 2025 expressed an unqualified opinion.
+Added: In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of (loss) income and comprehensive (loss) income, changes in stockholders' equity and cash flows for the year ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the “financial statements”) and our report dated March 23, 2026 expressed an unqualified opinion.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weakness has been identified and included in management's assessment:
−Removed: ineffective control environment due to the lack of accounting personnel to provide a full complement of accounting and reporting expertise commensurate with the growth of the Company.
−Removed: This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 financial statements, and this report does not affect our report dated April1, 2025 on those financial statements.
−Removed: As described in Management’s Report on Internal Controls over Financial Reporting, management has excluded Electrochem Solutions, Inc.
−Removed: (Electrochem) from its assessment of internal controls over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination in the fourth quarter of 2024.
−Removed: We have also excluded Electrochem from our audit of internal controls over financial reporting.
−Removed: Electrochem is a wholly owned subsidiary whose net income and total assets (excluding goodwill and other intangible assets which were included in management’s evaluation) represent approximately 14.5% and 16.4%, respectively, of the related consolidated financial statement amounts for the year ended December 31, 2024.
+Added: A material weakness has been identified and included in management’s assessment because remediation efforts initiated during the year ended December 31, 2025 relating to the material weakness identified during the year ended December 31, 2024 attributable to the need for additional personnel to provide a full complement of accounting and reporting expertise has not been in place for a sufficient period of time to allow management to conclude that the related controls are operating effectively.
+Added: In addition, information technology general controls (ITGC) were not operating effectively to ensure that (i) access to applications and data, including the ability to make changes, was appropriately restricted to authorized personnel, and (ii) the activities of individuals with such access were adequately monitored.
+Added: As a result, business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.
+Added: The material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 financial statements, and this report does not affect our report dated March 23, 2026 on those financial statements.
Basis for Opinion
15 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: /s/ WithumSmith+Brown, PC
+Added: We have served as the Company’s auditor since 2016
+Added: Rochester, New York
+Added: March 23, 2026
+Added: PCAOB ID Number 100
+Added: Report of Independent Registered Public Accounting Firm
+Added: To the Stockholders and the Board of Directors of Ultralife Corporation
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheet of Ultralife Corporation and its subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of income and comprehensive income, changes in stockholders' equity and cash flows for the year ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: Basis for Opinion
+Added: These financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Estimate for excess, obsolete, and slow-moving inventory reserve
+Added: As discussed in Notes 1 and 4 to the financial statements, inventories are stated at the lower of cost or net realizable value with cost determined under the first-in, first-out method.
+Added: The Company records provisions for excess, obsolete, and slow-moving inventory based on changes in customer demand, technology developments or other economic factors.
+Added: The excess, obsolete, and slow-moving inventory reserve serves to reduce the Company’s inventory balance through a charge to cost of products sold.
+Added: The Company’s reserve for excess, obsolete, and slow-moving inventory is based upon assumptions related to expectations of future demand, product lifecycles, product support, technical obsolescence, regulatory requirements, and economic and market conditions.
+Added: If the actual realization of excess, obsolete, and slow-moving inventory does not meet the Company’s assumptions future inventory adjustments would result in a decrease in gross margin.
+Added: Due to the magnitude of the inventory and the subjectivity involved in estimating the reserve, we identified the evaluation of the reserve as a critical audit matter, which required a high degree of auditor judgment.
+Added: Addressing the matter involved performing subjective procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
+Added: The primary procedures we performed include:
+Added: performing retrospective review of prior-year estimates to identify potential bias of management judgements, obtaining an understanding of the process and assumptions used by management to develop the reserve for excess, obsolete, and slow-moving inventory, obtaining an understanding of controls related to the reserve for excess, obsolete, and slow-moving inventory, perform brainstorming meeting among the engagement team to determine where the estimate may be susceptible to material misstatement, test management’s calculation of the reserve for excess, obsolete, and slow-moving inventory, including testing the completeness and accuracy of source information used, mathematical accuracy of management’s calculations, evaluate reasonableness and consistency of methodology and assumptions.
+Added: Goodwill Impairment Analysis
+Added: As discussed in Notes 1 and 4 to the financial statements, the Company performs its goodwill impairment test on an annual basis as of October 1st or whenever events and changes in circumstances indicate that the carrying value of a reporting unit might exceed its fair value.
+Added: For each reporting unit the Company performed a quantitative test, which compares the fair value of the reporting unit to the carrying value of the respective reporting unit.
+Added: The Company has identified two goodwill reporting units.
+Added: Management determines fair value of the respective reporting units using a discounted cash flow model.
+Added: Significant estimates and judgements used in this model include internal operating and cash flow forecasts, excess working capital requirements, and inputs to the weighted-average cost of capital used to discount future cash flows.
+Added: Future revenue and operating cash flow forecasts, the development of the weighted average cost of capital used to discount the future cash flows, and excess working capital requirements are subject to judgement based on sources utilized and the assessment of risks related to the cash flows.
+Added: Due to the subjectivity involved with the assumptions used to determine the fair value of the reporting units, we identified the goodwill impairment test as a critical audit matter, which required a high degree of auditor judgement.
+Added: Addressing the matter involved performing subjective procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
+Added: The primary procedures we performed include:
+Added: performing retrospective review of prior-year estimates to identify potential bias of management judgements, obtaining an understanding of the process and assumptions used by management to develop the impairment analysis, obtaining and understanding of controls related to the impairment analysis, performing brainstorming meeting among the engagement team to determine where the estimate may be susceptible to material misstatement, testing management’s impairment analysis, including test the completeness and accuracy of source information used, mathematical accuracy of management’s calculations, evaluate reasonableness and consistency of methodology and assumptions, engaging internal valuation specialist to evaluate assumptions included in the impairment analysis.
+Added: Electrochem Business Combination and Purchase Price Allocation
+Added: As discussed in Notes 1 and 2 to the financial statements, effective October 31, 2024, the Company acquired all the outstanding shares of Electrochem Solutions, Inc.
+Added: (Electrochem).
+Added: The total net purchase price paid for the shares of Electrochem was approximately $48.0 million.
+Added: The Company applied the acquisition method of accounting for the acquisition.
+Added: Under this method, identifiable assets acquired, and liabilities assumed are measured at their acquisition-date fair value.
+Added: The Company used a valuation hierarchy and utilized an independent third-party valuation specialist to determine the fair values used in this allocation.
+Added: Intangible assets and goodwill represented an allocation of purchase price of the acquired business in the amount of approximately $10.5 million and $7.6 million, respectively.
+Added: The Company’s determination of the fair value used for the allocation of the purchase price is based upon assumptions of the future performance of Electrochem and includes work performed by a third-party valuation specialist.
+Added: Due to the subjectivity involved in estimating the fair values and ultimate allocation of purchase price, we identified the fair value estimates for purchase price allocation of goodwill and intangible assets as a critical audit matter, which required a higher degree of auditor judgement as well as the use of professionals with specialized skill and knowledge.
+Added: Addressing the matter involved performing subjective procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
+Added: The primary procedures we performed include:
+Added: obtaining an understanding of the process and assumptions used by management to develop the estimate of the purchase price allocation, obtaining an understanding of the controls relating to the purchase price allocation, engaging an internal valuation specialist to review/test certain assumptions and approaches used, testing management’s allocation, including test the completeness and accuracy of source information used, mathematical accuracy of management’s calculations, evaluate reasonableness and consistency of methodology and assumptions.
/s/ Freed Maxick P.C.
(f/k/a Freed Maxick CPAs, P.C.)
+Added: We have served as the Company's auditor since 2016.
Rochester, New York
42 unchanged sentences
ULTRALIFE CORPORATION AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
+Added: CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME
(Dollars in Thousands, Except Per Share Amounts)
4 unchanged sentences
Selling, general and administrative
+Added: Intangible asset impairment
Total operating expenses
−Removed: Operating income
+Added: Operating (loss) income
Other expense (income):
2 unchanged sentences
Total other expense, net
−Removed: Income before income taxes
−Removed: Income tax provision
−Removed: Net income (loss) attributable to non-controlling interest
−Removed: Income attributable to Ultralife Corporation
−Removed: Other comprehensive (loss) income:
+Added: (Loss) income before income taxes
+Added: Income tax (benefit) provision
+Added: Net (loss) income
+Added: Net (loss) income attributable to non-controlling interest
+Added: (Loss) income attributable to Ultralife Corporation
+Added: Other comprehensive income (loss):
Foreign currency translation adjustments
−Removed: Comprehensive income attributable to Ultralife Corporation
−Removed: Net income per share attributable to Ultralife Corporation common stockholders – Basic
−Removed: Net income per share attributable to Ultralife Corporation common stockholders – Diluted
+Added: Comprehensive (loss) income attributable to Ultralife Corporation
+Added: Net (loss) income per share attributable to Ultralife Corporation common stockholders – Basic
+Added: Net (loss) income per share attributable to Ultralife Corporation common stockholders – Diluted
Weighted average shares outstanding – Basic
4 unchanged sentences
(Dollars in Thousands)
−Removed: comprehensive income (loss)
−Removed: Balance – December 31, 2022
+Added: Number of shares
+Added: Capital in excess of
+Added: Accumulated other comprehensive income (loss)
+Added: Accumulated deficit
+Added: Treasury stock
+Added: Non-controlling interest
+Added: December 31, 2023
Stock option exercises
1 unchanged sentence
Stock-based compensation -restricted stock
−Removed: Vesting of restricted stock
Foreign currency translation adjustments
−Removed: Balance – December 31, 2023
+Added: December 31, 2024
Stock option exercises
2 unchanged sentences
Foreign currency translation adjustments
−Removed: Balance – December 31, 2024
+Added: December 31, 2025
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
OPERATING ACTIVITIES:
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Net (loss) income
+Added: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Amortization of intangible assets
+Added: Intangible asset impairment
Amortization of financing fees
17 unchanged sentences
Proceeds from exercise of stock options
−Removed: Tax withholdings on stock-based awards
−Removed: Net cash provided by financing activities
+Added: Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash
−Removed: (DECREASE) INCREASE IN CASH
+Added: INCREASE (DECREASE) IN CASH
Cash - Beginning of year
95 unchanged sentences
Revenue not yet recognized on extended warranty contracts is recorded as deferred revenue on the consolidated balance sheets.
+Added: For the years ended December 31, 2025, and 2024, revenue recognized on extended warranties was $ 298 and $ 298 , respectively.
As of December 31, 2025, there was deferred revenue on extended warranty contracts of $ 855 , comprised of $ 298 expected to be recognized as revenue within one ( 1 ) year and classified as accrued expenses and other current liabilities on our consolidated balance sheets, and $ 557 expected to be recognized as revenue over the remaining duration of the respective contracts and classified as other noncurrent liabilities on our consolidated balance sheets.
42 unchanged sentences
Diluted EPS reflects the assumed exercise and conversion of dilutive outstanding stock options and unvested restricted stock, if any, applying the treasury stock method.
−Removed: For the year ended December 31, 2024, there were 770,376 outstanding stock options and 38,386 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, as such securities were dilutive, resulting in 212,197 potential common shares included in the calculation of diluted EPS.
−Removed: There were 336,060 outstanding stock options for the year ended December 31, 2024 not included in EPS as the effect would be antidilutive.
+Added: For the year ended December 31, 2025, there were no outstanding equity awards included in the calculation of diluted weighted average shares outstanding and no potential common shares included in the calculation of diluted EPS, as no securities were dilutive.
+Added: There were 967,351 outstanding stock options and 40,343 unvested restricted stock awards not included in the calculation of EPS for the year ended December 31, 2025, as the effect would be antidilutive.
For the comparable year ended December 31, 2024, there were 770,376 outstanding stock options and 38,386 unvested restricted stock awards included in the calculation of diluted weighted average shares outstanding, as such securities were dilutive, resulting in 212,197 potential common shares included in the calculation of diluted EPS.
28 unchanged sentences
Recently Adopted Accounting Guidance
−Removed: In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments” which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.
−Removed: This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost.
−Removed: This guidance was effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.
−Removed: The adoption of this new accounting standard did not have a material impact on the Company’s consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):
3 unchanged sentences
The adoption of this new accounting standard did not have an impact on the Company's results of operations, financial position or cash flows.
−Removed: Recent Accounting Guidance Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740):
Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.
−Removed: ASU 2023-09 is effective for the Company’s annual reporting period beginning January 1, 2025, with early adoption permitted.
−Removed: The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statement disclosures.
+Added: ASU 2023-09 is effective for the Company’s annual reporting period beginning January 1, 2025, with early adoption permitted and the Company adopted it as required on January 1, 2025.
+Added: The adoption of this new accounting standard did not have an impact on the Company's results of operations, financial position or cash flows.
+Added: Recent Accounting Guidance Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
6 unchanged sentences
The Company completed the Acquisition for $ 48,022 in cash, inclusive of working capital adjustments of $ 1,978 .
−Removed: Based in Raynham, MA and with over forty years of battery technology experience in critical applications, Electrochem designs and manufactures primary lithium metal and ultracapacitor cells and battery packs serving energy, military and various environmental, industrial and utility end markets on a global basis.
+Added: Based in Raynham, Massachusetts and with over forty years of battery technology experience in critical applications, Electrochem designs and manufactures primary lithium metal and ultracapacitor cells and battery packs serving energy, military and various environmental, industrial and utility end markets on a global basis.
Acquiring Electrochem advances our strategy of more fully realizing the operating leverage of our business model through scale and manufacturing cost efficiencies.
−Removed: Electrochem brings a blue-chip customer base with little or no overlap with Ultralife’s customers, long-tenured technical resources which we plan to utilize in progressing our global new product initiatives, and a complimentary portfolio of highly engineered thionyl, sulfuryl and bromine chloride cells and packs which can be commercially cost prohibitive to substitute or switch out.
+Added: Electrochem brought a blue-chip customer base with little or no overlap with Ultralife’s then existing customers, long-tenured technical resources which we plan to utilize in progressing our global new product initiatives, and a complimentary portfolio of highly engineered Thionyl, Sulfuryl and Bromine Chloride cells and packs which can be commercially cost prohibitive to substitute or switch out.
We view this acquisition as an avenue to create highly attractive opportunities to drive revenue growth through heightened cross-selling platforms and extend our reach into underserved adjacent markets that demand uncompromised safety, service, reliability and quality.
7 unchanged sentences
The purchase price allocation presented below reflects all known information about the fair value of the assets acquired and liabilities assumed as of the acquisition date.
−Removed: The purchase price allocation is subject to change should additional information existing as of the acquisition date about the fair value of the assets acquired and liabilities assumed become known.
−Removed: The final purchase price allocation may reflect material changes in the valuation of assets acquired and liabilities assumed, including but not limited to intangible assets, fixed assets, deferred taxes, and residual goodwill.
Accounts receivable
9 unchanged sentences
Net assets acquired
−Removed: The goodwill included in the Company’s purchase price allocation presented above represents the value of Electrochem’s assembled and trained workforce, the incremental value that Excell engineering and technology will bring to the Company and the revenue growth which is expected to occur over time which is attributable to increased market penetration from future new products and customers.
+Added: The goodwill included in the Company’s purchase price allocation presented above represents the value of Electrochem’s assembled and trained workforce, the incremental value that Electrochem engineering and technology will bring to the Company and the revenue growth which is expected to occur over time which is attributable to increased market penetration from future new products and customers.
The goodwill acquired in connection with the acquisition is not deductible for income tax purposes.
2 unchanged sentences
Annual Amortization
−Removed: Period (Years)
+Added: Estimated Fair Value
+Added: Amortization Period (Years)
Customer relationships
4 unchanged sentences
Electrochem is included in the Battery & Energy Products segment.
−Removed: For the year ended December 31, 2024, subsequent to the October 31, 2024 acquisition date, Electrochem contributed revenue of $ 6,062 and net income of $ 932 , inclusive of a $ 120 increase in cost of products sold for the fair value step-up of acquired finished goods inventory sold during the period, and amortization expense of $ 119 on acquired identifiable intangible assets.
+Added: For the year ended December 31, 2025, Electrochem contributed revenue of $ 32,599 and pre-tax income of $ 997 , inclusive of a $ 120 increase in cost of products sold for the fair value step-up of acquired finished goods inventory sold during the period, and amortization expense of $ 625 on acquired identifiable intangible assets.
During the year ended December 31, 2025, the Company incurred transaction costs and other non-recurring expenses of $ 973 directly attributable to the acquisition, including one-time accounting, legal and due diligence services.
−Removed: These costs are included in selling, general and administrative expense on the consolidated statement of income and comprehensive income for the year ended December 31, 2024.
−Removed: The following supplemental pro forma information presents the combined results of operations, inclusive of the acquisition accounting adjustments and one-time expenses described above, as if the acquisition of Electrochem had been completed on January 1, 2023, the beginning of the comparable prior period.
−Removed: The supplemental pro forma results do not reflect the realization of potential synergies or other cost reductions following the completion of the business combination.
−Removed: The supplemental pro forma results are presented for informational purposes only and should not be considered indicative of the financial position or results of operations had the acquisition been completed as of the dates indicated and does not purport to indicate the future combined financial position or results of operation.
−Removed: Set forth below are the unaudited supplemental pro forma results of the Company and Electrochem for the years ended December 31, 2024 and 2023 as if the acquisition had occurred as of January 1, 2023.
−Removed: Year Ended December 31,
−Removed: Operating income
−Removed: Net income attributable to Ultralife Corporation
−Removed: Net income per share attributable to Ultralife Corporation:
+Added: These costs are included in selling, general and administrative expense on the consolidated statement of (loss) income and comprehensive (loss) income for the year ended December 31, 2025.
+Added: For the year ended December 31, 2024, Electrochem contributed revenue of $ 6,062 and pre-tax income of $ 932 , inclusive of a $ 120 increase in cost of products sold for the fair value step-up of acquired finished goods inventory sold during the period, and amortization expense of $ 119 on acquired identifiable intangible assets.
+Added: During the year ended December 31, 2024, the Company incurred transaction costs and other non-recurring expenses of $ 1,294 directly attributable to the acquisition, including one-time accounting, legal and due diligence services.
+Added: These costs are included in selling, general and administrative expense on the consolidated statement of (loss) income and comprehensive (loss) income for the year ended December 31, 2024.
Note 3 – Debt
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In addition to the customary affirmative and negative covenants, the Company must maintain a consolidated fixed charge coverage ratio, as defined in the New Credit Agreement, of equal to or greater than 1.15 to 1.00 for the fiscal quarter ending March 31, 2025, and for each fiscal quarter thereafter, as calculated for the four (4) consecutive fiscal quarters ending on such date, and a consolidated senior leverage ratio, as defined in the New Credit Agreement, not to exceed (i) 3.50 to 1.00 for the fiscal quarters ending March 31, 2025 through December 31, 2025, (ii) 3.25 to 1.00 for the fiscal quarters ending March 31, 2026 through December 31, 2026, (iii) 3.00 to 1.00 for the fiscal quarter ending March 31, 2027 and on the last day of each fiscal quarter thereafter, for the remaining term of the New Credit Agreement.
+Added: The Company was in full compliance with its covenants under the New Credit Agreement as of December 31, 2025.
Borrowings under the New Credit Agreement are secured by substantially all the assets of the Company and certain of its present and future subsidiaries who are or become parties to, or guarantors under the new Credit Agreement.
8 unchanged sentences
The composition of the Company’s cash was as follows.
−Removed: Restricted cash
−Removed: As December 31, 2023, restricted cash of $ 82 represented euro-denominated deposits withheld by the Dutch tax authorities and third-party VAT representatives in connection with a previously utilized logistics arrangement in the Netherlands.
−Removed: During the year ended December 31, 2024, the deposits were returned to the Company and no longer restricted.
−Removed: As of December 31, 2024, there was no cash classified as restricted cash.
−Removed: Restricted cash as of December 31, 2023 is included as a component of the cash balance for purposes of the consolidated statements of cash flows.
Inventory, Net
15 unchanged sentences
The Company conducted its annual impairment test for goodwill and other indefinite-lived intangible assets as of October 1, 2025.
−Removed: We identified two (2) goodwill reporting units and five (5) indefinite-lived intangible assets.
+Added: We identified two (2) goodwill reporting units and five (5) indefinite-lived intangible assets for trademarks and trade names.
We performed a quantitative impairment assessment of each goodwill reporting unit and indefinite-lived intangible asset.
−Removed: Based on the results of our quantitative impairment tests, and consideration of qualitative factors as of our test date and December 31, 2024, no impairment was identified.
+Added: Based on the results of our quantitative impairment assessment, and consideration of qualitative factors, as of our test date and December 31, 2025, no impairments were identified with respect to goodwill, and it was concluded that our trademarks and trade names were fully impaired as a result of the Company’s global rebranding initiative to consolidate all sub-brands under a singular, unified master brand – Ultralife, which launched during the fourth quarter of 2025.
The following table summarizes the goodwill activity by segment for the years ended December 31, 2025, and 2024:
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Balance – January 1, 2025
−Removed: Acquisition of Electrochem
Effect of foreign currency translation
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Total other intangible assets
−Removed: The change in the cost value of other intangible assets is a result of the Electrochem acquisition (Note 2) and the effect of foreign currency translations.
+Added: The change in the cost value of other intangible assets is primarily the result of the impairment of our trademarks and trade names during the year ended December 31, 2025 as a result of the Company’s rebranding initiative, as well as the effect of foreign currency translations.
Amortization of other intangible assets was included in the following financial statement captions:
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As of December 31, 2025, there was $ 384 of total unrecognized compensation costs related to outstanding stock options, which we expect to recognize over a weighted average period of 1.3 years.
−Removed: We use the Black-Scholes option-pricing model to estimate fair value of stock-based awards.
−Removed: The following weighted average assumptions were used to value options granted during the years ended December 31, 2024 and 2023:
+Added: We use the Black-Scholes option-pricing model to estimate fair value of stock options.
+Added: There were no stock options awarded for the year ended December 31, 2025.
+Added: The following weighted average assumptions were used to value options granted during the year ended December 31, 2024:
Year ended December 31,
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Year ended December 31, 2025
+Added: Weighted average
+Added: Weighted average remaining contractual
+Added: Aggregate intrinsic
Shares under option – January 1
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Year ended December 31, 2024
+Added: Weighted average
+Added: Weighted average remaining contractual
+Added: Aggregate intrinsic
Shares under option – January 1
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Shares under option – December 31
+Added: Vested and expected to vest - December 31
Options exercisable – December 31
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exercise prices
−Removed: The weighted average fair value of options granted during the years ended December 31, 2024 and 2023 was $ 4.08 and $ 3.48 , respectively.
+Added: Number of outstanding options
+Added: Weighted-average remaining contractual
+Added: Weighted- average
+Added: Number of options exercisable
+Added: Weighted- average
+Added: The weighted average fair value of options granted during the year ended December 31, 2024, was $ 4.08 .
+Added: There were no stock options awarded during the year ended December 31, 2025.
The total intrinsic value of options (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) exercised during the years ended December 31, 2025, and 2024 was $ 24 and $ 1,007 , respectively.
6 unchanged sentences
Note 7 - Income Taxes
−Removed: For the years ended December 31, 2024 and 2023, we recognized an income tax provision of $ 1,892 and $ 1,951 , respectively.
+Added: For the years ended December 31, 2025, and 2024, we recognized an income tax (benefit) provision of ($ 2,447 ) and $ 1,892 , respectively.
Year ended December 31,
−Removed: Total income tax provision
+Added: Total income tax (benefit) provision
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.
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Intangible assets
+Added: Lease Liability
Accrued expenses and other
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Property, plant and equipment
+Added: Right of use asset
Total deferred tax liabilities
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Deferred tax liabilities
−Removed: For financial reporting purposes, net income from continuing operations before income taxes is as follows:
+Added: For financial reporting purposes, net (loss) income from continuing operations before income taxes is as follows:
Year ended December 31,
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The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S.
−Removed: statutory federal income tax rate to income from continuing operations before income taxes as follows:
+Added: statutory federal income tax rate to income from continuing operations before income taxes as follows under the guidance in ASU 2023-09 the Company adopted on a prospective basis:
Year ended December 31, 2025
+Added: Federal statutory income tax rate
+Added: State and local income taxes, net of federal income tax effect (a)
+Added: Nontaxable or nondeductible items:
+Added: Equity compensation
+Added: Nontaxable refund credit
+Added: Other reconciling items
+Added: Cross-border tax laws:
+Added: Foreign tax effects:
+Added: R&D deduction
+Added: Tax rate differential
+Added: Tax rate differential
+Added: Provincial taxes
+Added: Change in functional currency
+Added: Other foreign jurisdictions
+Added: Effective income tax rate
+Added: State taxes and state tax adjustments in Florida and Virginia made up the majority (greater than 50%) of the tax effect in this category.
+Added: The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S.
+Added: statutory federal income tax rate to income from continuing operations before income taxes as follows under the prior guidance:
Statutory income tax rate
9 unchanged sentences
Effective income tax rate
+Added: Upon adoption of ASU 2023-09, as described in Note 1, cash paid for income taxes, net of refunds was as follows:
+Added: United Kingdom
+Added: Total foreign
+Added: Total income taxes paid, net of refunds
As of December 31, 2025, it was concluded that it is more likely than not that our U.S.
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deferred tax assets, management considered all available evidence, both positive and negative, weighted based on objective verifiability.
−Removed: Our assessment also considered our ability to fully utilize before expiration our domestic net operating loss carryforwards, which expire 2031 thru 2035, and our general business tax credit carryforwards, which expire 2028 thru 2044.
−Removed: As of December 31, 2024, our domestic net operating loss carryforwards and general business tax credits were $ 15,000 and $ 3,200 , respectively.
+Added: Our assessment also considered our ability to fully utilize before expiration our domestic net operating loss carryforwards, which begin to expire in 2031, and our federal general business tax credit carryforwards, which begin to expire in 2028.
+Added: As of December 31, 2025, our federal net operating loss carryforwards, state net operating loss carryforwards, and federal general business tax credit carryforwards were $ 8,800 , $ 5,100 and $ 3,400 , respectively.
As of December 31, 2025, for certain past operations in the U.K., we continue to report a valuation allowance for net operating loss carryforwards of approximately $ 10,100 , nearly all of which can be carried forward indefinitely.
4 unchanged sentences
There are no other deferred tax assets related to the past U.K.
−Removed: As of December 31, 2024, we have not recognized a valuation allowance against our other foreign deferred tax assets, including net operating loss carryforwards of $ 1,000 which expire 2029 thru 2033, as we believe that it is more likely than not that they will be fully realized.
+Added: As of December 31, 2025, we have not recognized a valuation allowance against our other foreign deferred tax assets, including net operating loss carryforwards of $ 1,300 which expire in 2029 through 2035, as we believe that it is more likely than not that they will be fully realized.
There were no unrecognized tax benefits related to uncertain tax positions at December 31, 2025, and 2024.
4 unchanged sentences
We are routinely subject to examination by taxing authorities in these various jurisdictions.
−Removed: tax matters for 2021 thru 2023 remain subject to IRS examination.
+Added: tax matters for 2022 through 2024 remain subject to IRS examination.
tax matters for 2005-2007, 2009, and 2011-2015 also remain subject to IRS examination due to the remaining availability of net operating loss carryforwards generated in those years.
−Removed: tax matters for 2014 thru 2023 remain subject to examination by various state and local tax jurisdictions.
−Removed: Our tax matters for the years 2014 thru 2023 remain subject to examination by the respective foreign tax jurisdiction authorities.
+Added: tax matters for 2015 through 2024 remain subject to examination by various state and local tax jurisdictions.
+Added: Our tax matters for the years 2015 through 2024 remain subject to examination by the respective foreign tax jurisdiction authorities.
Note 8 – Operating Leases
36 unchanged sentences
Note 10 - Business Segment Information
+Added: Operating segments represent a component of the Company that engages in business activities from which it may recognize revenues and incur expenses whose operating results are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
+Added: Once operating segments are identified, the Company determined which of those operating segments are required to be presented as reportable segments based on the quantitative thresholds.
We structure our operations primarily around the products we sell and report our financial results in following two operating segments:
8 unchanged sentences
This metric is used as a consistent benchmark for comparison across reporting periods.
+Added: The significant segment expenses regularly reviewed by the CODM and included in segment contribution are cost of products sold and direct R&D and SG&A expenses.
+Added: There are no other segment items included in segment contribution beyond the significant expenses disclosed.
Corporate general and administrative (“G&A”) expenses, including costs associated with our acquisitions, include corporate functions including board of directors, executive officers, accounting & finance, human resources, legal, information technology and their related functional expenses.
These costs are not directly allocable to the business segments.
−Removed: Communications
+Added: Communications Systems
Cost of products sold
2 unchanged sentences
Corporate G&A expenses
−Removed: Operating profit
+Added: Operating loss
Other expense, net
1 unchanged sentence
Non-controlling interest
−Removed: Net income attributable to Ultralife
+Added: Net loss attributable to Ultralife
Capital expenditures
1 unchanged sentence
Stock-based compensation
−Removed: Communications
+Added: Communications Systems
Cost of products sold
11 unchanged sentences
Long-lived assets (comprised of property, plant and equipment;
−Removed: and other intangible assets) held outside the U.S., principally in Canada, United Kingdom and China, were $ 22,306 and $ 23,709 as of December 31, 2024 and 2023, respectively.
+Added: and other intangible assets) held outside the U.S., principally in Canada, United Kingdom and China, were $ 19,777 and $ 22,306 , net of accumulated depreciation and amortization, as of December 31, 2025, and 2024, respectively.
The following tables disaggregate our business segment revenues by major source and geography.
17 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.