Significant Accounting Policies (Policies)

12 Months Ended

Jan. 31, 2017

Basis of Accounting, Policy [Policy Text Block]

The accompanying consolidated financial statements are presented in United States (“US”) dollars and are prepared in accordance with generally accepted accounting principles in the US (“GAAP”) and the rules and regulations of the Canadian Securities Administrators and US Securities and Exchange Commission (“SEC”) for the preparation of consolidated financial statements.

Our fiscal year commences on

February

of each year and ends on

January

of the following year. Our fiscal year, which ends on

January

31,

2017,

is referred to as the “current fiscal year”, “fiscal

2017”,

“2017”

or using similar words. Our previous fiscal year, which ended on

January

31,

2016,

is referred to as the “previous fiscal year”, “fiscal

2016”,

“2016”

or using similar words. Other fiscal years are referenced by the applicable year during which the fiscal year ends. For example,

“2018”

refers to the annual period ending

January

31,

2018

and the

“fourth

quarter of

2018”

refers to the quarter ending

January

31,

2018.

We have reclassified certain immaterial items in the consolidated financial statements to conform to the current presentation.

Consolidation, Policy [Policy Text Block]

Basis of consolidation

The consolidated financial statements include the financial statements of Descartes and our wholly-owned subsidiaries. We do not have any variable interests in variable interest entities. All intercompany accounts and transactions have been eliminated during consolidation.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign currency translation

The US dollar is the presentation currency of the Company. Assets and liabilities of our subsidiaries are translated into US dollars at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated into US dollars using daily exchange rates. Translation adjustments resulting from this process are accumulated in other comprehensive income (loss) as a separate component of shareholders’ equity. On substantial liquidation of a foreign operation, the component of other accumulated comprehensive income relating to that particular foreign operation is recognized in the consolidated statements of operations.

The functional currency of each of our entities is the local currency in which they operate. Transactions incurred in currencies other than the local currency of an entity are converted to the local currency at the transaction date. Monetary assets and liabilities denominated in foreign currencies are re-measured into the local currency at the exchange rate in effect at the balance sheet date. All foreign currency re-measurement gains and losses are included in net income. For the year ended

January

31,

2017,

foreign currency re-measurement loss of

$0.1

million was included in net income

(January

31,

2016

– loss of

$0.2

million;

January

31,

2015

– gain of

$1.4

million).

Use of Estimates, Policy [Policy Text Block]

Use of estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying note disclosures. Although these estimates and assumptions are based on management’s best knowledge of current events, actual results

may

be different from the estimates. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Estimates and assumptions are used when accounting for items such as allocations of the purchase price and the fair value of net assets acquired in business combination transactions, useful lives of intangible assets and property and equipment, allowance for doubtful accounts, collectability of other receivables, provisions for excess or obsolete inventory, restructuring accruals, revenue related estimates including vendor-specific objective evidence (“VSOE”) of selling price and best estimate of selling price (“BESP”), fair value of stock-based compensation, assumptions embodied in the valuation of assets for impairment assessment, valuation allowances for deferred income tax assets, realization of investment tax credits, uncertain tax positions and recognition of contingencies.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash

Cash included highly liquid short-term deposits with original maturities of

three

months or less.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Financial instruments

Fair value of financial instruments

In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic

320

"Investments - Debt and Equity Securities" (Topic

320)

related to accounting for certain investments in equity securities, and based on our intentions regarding these instruments, we classify our marketable securities as available for sale and account for these investments at fair value.

The carrying amounts of the Company’s cash, accounts receivable (net), accounts payable, accrued liabilities and income taxes payable approximate their fair value due to their short maturities.

Derivative instruments

We use derivative instruments to manage equity risk relating to our share-based compensation. We account for these instruments in accordance with ASC Topic

815

“Derivatives and Hedging” (Topic

815),

which requires that every derivative instrument be recorded on the balance sheet as either an asset or a liability measured at its fair value as of the reporting date. We do not designate our derivative instruments as hedges and as such the changes in our derivative financial instruments' fair values are recognized in earnings. The fair value of equity contract derivatives is determined utilizing a valuation model based on the quoted market value of our common shares at the balance sheet date.

Foreign exchange risk

We are exposed to foreign exchange risk because the Company transacts business in currencies other than the US dollar. Accordingly, our results are affected, and

may

be affected in the future, by exchange rate fluctuations of the US dollar relative to the Canadian dollar, euro and various other foreign currencies.

Interest rate risk

We are exposed to interest rate fluctuations to the extent that we borrow on our credit facility, which depending on the type of advance under the available facilities, interest will be charged based on either i) Canada or US prime rate; or ii) Banker’s Acceptance (BA); or iii) LIBOR. As of

January

31,

2017,

all amounts previously borrowed under the credit facility have been repaid and no amounts remain owing.

We are also exposed to reductions in interest rates, which could adversely impact expected returns from our investment of corporate funds in interest bearing bank accounts.

Credit risk

We are exposed to credit risk through our invested cash and accounts receivable. We hold our cash with reputable financial institutions. The lack of concentration of accounts receivable from a single customer and the dispersion of customers among industries and geographical locations mitigate our credit risk.

We do not use any type of speculative financial instruments, including but not limited to foreign exchange contracts, futures, swaps and option agreements, to manage our foreign exchange or interest rate risks. In addition, we do not hold or issue financial instruments for trading purposes.

Equity risk

We are exposed to equity risk through certain share-based compensation expenses that are fair valued at the balance sheet date. The Company enters into equity derivative contracts including floating-rate equity forwards to partially offset the potential fluctuations of certain future share-based compensation expenses. The Company does not hold derivatives for speculative purposes.

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Allowance for doubtful accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make their required payments. Specifically, we consider the age of the receivables, customers’ payment history, historical write-offs, the creditworthiness of the customer, and current economic trends among other factors. Accounts receivable are written off, and the associated allowance is eliminated, if it is determined that the specific balance is no longer collectible. The allowance is maintained for

100%

of all accounts deemed to be uncollectible and, for those receivables not specifically identified as uncollectible, an allowance is maintained for a specific percentage of those receivables based upon the aging of accounts, our historical collection experience and current economic expectations. To date, the actual losses have been within our expectations. No single customer accounted for more than

10%

of the accounts receivable balance as of

January

31,

2017

and

2016.

Inventory, Policy [Policy Text Block]

Inventory

Finished goods inventories are stated at the lower of cost and market. The cost of finished goods is determined on the basis of average cost of units.

The valuation of inventory, including the determination of obsolete or excess inventory, requires management to estimate the future demand for our products within specified time horizons. We perform an assessment of inventory which includes a review of, among other factors, demand requirements, product life cycle and development plans, product pricing and quality issues. If the demand for our products indicates we are no longer able to sell inventories above cost or at all, we write down inventory to market or excess inventory is written off.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Impairment of long-lived assets

We test long-lived assets or asset groups, such as property and equipment and finite life intangible assets, for recoverability when events or changes in circumstances indicate that there

may

be impairment. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset or asset group; and a current expectation that the asset or asset group will more likely than not be sold or disposed of before the end of its estimated useful life. An impairment loss is recognized when the estimate of undiscounted future cash flows generated by such asset or asset group is less than the carrying amount. Measurement of the impairment loss is based on the present value of the expected future cash flows.

impairment of long-lived assets has been identified or recorded in our consolidated statements of operations for any of the fiscal years presented.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill and intangible assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not subject to amortization.

We test for impairment of goodwill at least annually on

October

of each year and at any other time if any event occurs or circumstances change that would more likely than not reduce our fair value below our reporting unit’s carrying amount. Our operations are analyzed by management and our chief operating decision makers as being part of a single industry segment providing logistics technology solutions. Accordingly, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit. We completed the qualitative assessment during our

third

quarter of

2017

and concluded that it was more likely than not that the fair value of the goodwill was greater than the carrying value. As a result,

impairment of goodwill was recorded in fiscal

2017

(

impairments were recorded for fiscal

2016

or fiscal

2015).

We perform further quarterly analysis of whether any event has occurred that would more likely than not reduce our fair value below our reporting unit’s carrying amount and, if so, we perform a goodwill impairment test between the annual date. Any impairment adjustment is recognized as an expense in the period that the adjustment is identified.

Intangible assets related to our acquisitions are recorded at their fair value at the acquisition date. Intangible assets include customer agreements and relationships, non-compete covenants, existing technologies and trade names. Intangible assets are amortized on a straight-line basis over their estimated useful lives. We write down intangible asset or asset groups with a finite life to fair value when the related undiscounted cash flows are not expected to allow for recovery of the carrying value. Fair value of intangible asset or asset groups is determined by discounting the expected related future cash flows.

Amortization of our intangible assets is generally recorded at the following rates:

Customer agreements and relationships	Straight-line over three to twenty years
Existing technologies	Straight-line over two to twelve years
Trade names	Straight-line over one to fifteen years
Non-compete covenants	Straight-line over two to twelve years

Property, Plant and Equipment, Policy [Policy Text Block]

Property and equipment

Property and equipment is recorded at cost. Depreciation of our property and equipment is generally recorded at the following rates:

Computer equipment and software	30% declining balance
Furniture and fixtures	20% declining balance
Leasehold improvements	Straight-line over lesser of useful life or term of lease

Fully depreciated property and equipment are removed from the balance sheet when they are no longer in use.

Revenue Recognition, Policy [Policy Text Block]

Revenue recognition

We recognize revenue when it is realized or realizable and earned. We consider revenue realized or realizable and earned when there exists persuasive evidence of an arrangement, the product has been delivered or the services have been provided to the customer, the sales price is fixed or determinable and collectability is reasonably assured. All revenue is recognized net of any related sales taxes. In addition to this general policy, the specific revenue recognition policies for each major category of revenue are included below.

Services Revenues

- Services revenues are principally comprised of the following: (i) ongoing transactional fees for use of our services and products by our customers, which are recognized as the transactions occur; (ii) professional services revenues from consulting, implementation and training services related to our services and products, which are recognized as the services are performed; (iii) maintenance, subscription and other related revenues, including revenues associated with maintenance and support of our services and products, which are recognized ratably over the subscription period; and (iv) hardware revenues, which are recognized when hardware is shipped.

License Revenues

- License revenues are derived from perpetual licenses granted to our customers to use our software products.

We enter into arrangements from time to time that

may

consist of multiple deliverables which

may

include any combination of services and software licenses. Our typical multiple-element arrangements involve: (i) software with maintenance support services, (ii) professional services and (iii) hardware with services. For any arrangements involving multiple deliverables involving non-software elements (hardware, professional services, subscription, etc.) the consideration from the arrangement is allocated to each respective element based on its relative selling price, using VSOE of selling price. In instances when we are unable to establish the selling price using VSOE, we attempt to establish selling price of each element based on acceptable

third

party evidence of selling price (“TPE”); however we are generally unable to reliably determine the selling price of similar competitor products or services on a stand-alone basis. In these instances, we use our BESP in our allocation of the arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service was sold on a stand-alone basis. We determine BESP for each specific element in a multiple element arrangement considering multiple factors including, but not limited to, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices.

For arrangements involving multiple deliverables of software with maintenance support services, the revenue is recognized based ASC Subtopic

985

605

“Software: Revenue Recognition”. If we are unable to determine VSOE of fair value for all of the deliverables of the arrangement, but are able to obtain VSOE of fair value for all the undelivered elements, revenue is allocated using the residual method. Under the residual method, the amount of revenue allocated to the delivered elements equals the total arrangement consideration less the aggregate fair value of any undelivered elements. If VSOE of fair value of any undelivered software items does not exist, revenue from the entire arrangement is initially deferred and recognized at the earlier of: (i) delivery of those elements for which VSOE of fair value did not exist; or (ii) when VSOE of fair value can be established.

Research, Development, and Computer Software, Policy [Policy Text Block]

Research and development costs

To date, we have not capitalized any costs related to research and development of our computer software products. Costs incurred between the dates that the product is considered to be technologically feasible and is considered to be ready for general release to customers have historically been expensed as they have not been significant.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-based compensation plans

Stock Options

We maintain stock option plans for non-employee directors, officers, employees and other service providers. Options to purchase our common shares are granted at an exercise price equal to the fair market value of our common shares as of the date of grant. This fair market value is determined using the closing price of our common shares on the TSX on the day immediately preceding the date of the grant.

Employee stock options generally vest over a

five

-year period starting from the grant date and expire

seven

years from the grant date. Non-employee directors’ and officers’ stock options generally have quarterly vesting over a

three

- to

five

-year period. We issue new shares from treasury upon the exercise of a stock option.

The fair value of employee stock option grants that are ultimately expected to vest are amortized to expense in our consolidated statement of operations based on the straight-line attribution method. The fair value of stock option grants is calculated using the Black-Scholes Merton option-pricing model. Expected volatility is based on historical volatility of our common stock and other factors. The risk-free interest rates are based on Government of Canada average bond yields for a period consistent with the expected life of the option in effect at the time of the grant. The expected option life is based on the historical life of our granted options and other factors.

Performance & Restricted Share Units

We maintain a performance and restricted share unit plan pursuant to which certain of our officers are eligible to receive grants of performance share units (“PSUs”) and restricted share units (“RSUs”).

PSUs vest at the end of a

three

-year performance period. The ultimate number of PSUs that vest is based on the total shareholder return (“TSR”) of our Company relative to the TSR of companies comprising a peer index group. TSR is calculated based on the weighted-average closing price of shares for the

five

trading days preceding the beginning and end of the performance period. The fair value of PSUs is expensed to stock-based compensation expense over the vesting period. PSUs expire

ten

years from the grant date. New shares are issued from treasury upon the redemption of a PSU.

PSUs are measured at fair value estimated using a Monte Carlo Simulation approach. Expected volatility is based on historical volatility of our common stock and other factors. The risk-free interest rates are based on the Government of Canada average bond yields for a period consistent with the expected life of the PSUs at the time of the grant. The expected PSU life is based on the historical life of our stock options and other factors.

RSUs vest annually over a

three

-year period starting from the grant date and expire

ten

years from the grant date. We issue new shares from treasury upon the redemption of an RSU.

RSUs are measured at fair value based on the closing price of our common shares for the day preceding the date of the grant and will be expensed to stock-based compensation expense over the vesting period.

Deferred Share Unit Plan

Our board of directors adopted a deferred share unit plan effective as of

June

28,

2004,

pursuant to which non-employee directors are eligible to receive grants of deferred share units (“DSUs”), each of which has an initial value equal to the weighted-average closing price of our common shares for the

five

trading days preceding the grant date. The plan allows each director to choose to receive, in the form of DSUs, all, none or a percentage of the eligible director’s fees which would otherwise be payable in cash. If a director has invested less than the minimum amount of equity in Descartes, as prescribed from time to time by the board of directors, then the director must take at least

50%

of the base annual fee for serving as a director in the form of DSUs. Each DSU fully vests upon award but is distributed only when the director ceases to be a member of the board of directors. Vested units are settled in cash based on our common share price when conversion takes place. Fair value of the liability is based on the closing price of our common shares at the balance sheet date.

Cash-Settled Restricted Share Unit Plan

Our board of directors adopted a cash-settled restricted share unit plan effective as of

May

23,

2007,

pursuant to which certain of our employees and non-employee directors are eligible to receive grants of cash-settled restricted share units (“CRSUs”), each of which has an initial value equal to the weighted-average closing price of our common shares for the

five

trading days preceding the date of the grant. The CRSUs generally vest based on continued employment and have annual vesting over

three

- to

five

-year periods. Vested units are settled in cash based on our common share price when conversion takes place, which is within

days following a vesting date and in any event prior to

December

of the calendar year in which a vesting date occurs. Fair value of the liability is based on the closing price of our common shares at the balance sheet date.

Business Combinations Policy [Policy Text Block]

Business combinations

We apply the provisions of ASC Topic

805,

“Business Combinations” (Topic

805),

in the accounting for our acquisitions. It requires us to recognize separately from goodwill, the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which

may

be up to

one

year from the acquisition date, we

may

record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes

first,

any subsequent adjustments would be recorded to our consolidated statement of operations.

Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC Topic

420,

“Exit or Disposal Cost Obligations” (Topic

420)

and are accounted for separately from the business combination.

For a given acquisition, we generally identify certain pre-acquisition contingencies as of the acquisition date and

may

extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts.

If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations.

Uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in our provision for income taxes in our consolidated statement of operations.

Income Tax, Policy [Policy Text Block]

Income taxes

We use the liability method of income tax allocation to account for income taxes. Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, our history of losses for tax purposes, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense.

We evaluate our uncertain tax positions by using a

two

-step approach to recognizing and measuring uncertain tax positions and provisions for income taxes. The

first

step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The

second

step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provisions, income taxes payable and deferred income taxes in the period in which the facts that give rise to a revision become known.

Earnings Per Share, Policy [Policy Text Block]

Earnings per share

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period. The treasury stock method is used to compute the dilutive effect of stock-based compensation.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently adopted accounting pronouncements

April

2015,

the FASB issued Accounting Standards Update

2015

03,

“Interest – Imputation of Interest (Subtopic

835

30):

Simplifying the Presentation of Debt Issuance Costs” (“ASU

2015

03”).

ASU

2015

simplifies the presentation of debt issuance costs. ASU

2015

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2015,

which was our fiscal year beginning

February

2016.

The Company adopted this guidance in the

first

quarter of fiscal

2017.

The adoption of this standard did not have a material impact on our results of operations or disclosures.

April

2015,

the FASB issued Accounting Standards Update

2015

05,

“Intangibles – Goodwill and Other – Internal Use Software (Subtopic

350

40):

Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU

2015

05”).

ASU

2015

provides guidance about whether a cloud computing arrangement includes a software license. ASU

2015

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2015,

which was our fiscal year beginning

February

2016.

The Company adopted this guidance in the

first

quarter of fiscal

2017.

The adoption of this standard did not have a material impact on our results of operations or disclosures.

August

2014,

the FASB issued Accounting Standards Update

2014

15,

“Presentation of Financial Statements – Going Concern (Subtopic

2015

40)”

(“ASU

2014

15”).

ASU

2014

requires an entity’s management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within

one

year after the date that the financial statements are issued. ASU

2014

is effective for annual periods ending after

December

15,

2016,

and for annual periods and interim periods thereafter, which is our fiscal year ended

January

31,

2017.

Early adoption is permitted. The Company adopted this guidance in the

fourth

quarter of fiscal

2017.

The adoption of this amendment did not have a material impact on our results of operations or disclosures.

Recently issued accounting pronouncements

May

2014,

the FASB issued Accounting Standards Update

2014

09,

“Revenue from Contracts with Customers” (“ASU

2014

09”).

This update supersedes the revenue recognition requirements in ASC Topic

605,

"Revenue Recognition" and nearly all other existing revenue recognition guidance under US GAAP. The core principal of ASU

2014

is to recognize revenues 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. In

August

2015,

the FASB issued Accounting Standards Update

2015

which defers the effective date of ASU

2014

for

one

year. ASU

2014

is now effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2017,

which will be our fiscal year beginning

February

2018.

Early adoption as of the original effective date of ASU

2014

is permitted. When applying ASU

2014

we can either apply the amendments: (i) retrospectively to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU

2014

or (ii) retrospectively with the cumulative effect of initially applying ASU

2014

recognized at the date of initial application and providing certain additional disclosures as defined within ASU

2014

09.

March

2016,

the FASB issued Accounting Standards Update

2016

08,

“Revenue from Contracts with Customers (Topic

606):

Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU

2016

08”).

ASU

2016

amends the guidance in ASU

2014

to clarify the implementation guidance on principal versus agent considerations. In

April

2016,

the FASB issued Accounting Standards Update

2016

10,

“Revenue from Contracts with Customers (Topic

606):

Identifying Performance Obligations and Licensing” (“ASU

2016

10”).

ASU

2016

amends the guidance in ASU

2014

to clarify the implementation guidance on identifying performance obligations and licensing. In

May

2016,

the FASB issued Accounting Standards Update

2016

12,

“Revenue from Contracts with Customers (Topic

606):

Narrow-Scope Improvements and Practical Expedients” (“ASU

2016

12”).

ASU

2016

amends the guidance in ASU

2014

to clarify the implementation guidance on collectibility, presentation of sales taxes, noncash consideration, completed contracts and contract modifications. In

December

2016,

the FASB issued Accounting Standards Update

2016

20,

“Technical Corrections and Improvements to Topic

606,

Revenue from Contracts with Customers” (“ASU

2016

20”).

ASU

2016

affects narrow aspects of the guidance issued in

2014

09.

We continue to review our existing policies, differences between existing policies and the new standard, ensuring our data collection is appropriate and communicating the upcoming changes with various stakeholders. As a result, we are continuing to assess the impact that the above-mentioned ASUs will have on our results of operations, financial position and disclosures. Although it is expected to have an impact on our revenue recognition policies and disclosures, we have not yet selected a transition method nor have we determined when we will adopt the standard and the effect of the standard on our ongoing financial reporting.

July

2015,

the FASB issued Accounting Standards Update

2015

11,

“Inventory (Topic

330):

Simplifying the Measurement of Inventory” (“ASU

2015

11”).

ASU

2015

provides guidance to more clearly articulate the requirements for the measurement and disclosure of inventory. ASU

2015

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2016,

which will be our fiscal year beginning

February

2017.

The Company will adopt this guidance in the

first

quarter of fiscal

2018.

The adoption of this amendment is not expected to have a material impact on our results of operations or disclosures.

January

2016,

the FASB issued Accounting Standards Update

2016

01,

“Financial Instruments—Overall (Subtopic

825

10):

Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU

2016

01”).

ASU

2016

supersedes the guidance to classify equity securities with readily determinable fair values into different categories reducing the number of items that are recognized in other comprehensive income as well as simplifying the impairment assessment of equity investments without readily determinable fair values. ASU

2016

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2017,

which will be our fiscal year beginning

February

2018.

The Company will adopt this guidance in the

first

quarter of fiscal

2019.

The adoption of this amendment is not expected to have a material impact on our results of operations or disclosures.

February

2016,

the FASB issued Accounting Standards Update

2016

02,

“Leases (Topic

842)”

(“ASU

2016

02”).

ASU

2016

supersedes the lease guidance in ASC Topic

840,

“Leases” and requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU

2016

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2018,

which will be our fiscal year beginning

February

2019.

The Company will adopt this guidance in the

first

quarter of fiscal

2020.

The adoption of this standard is expected to increase assets and liabilities, as we will be required to record a right-of-use asset and a corresponding lease liability in our consolidated financial statements, as well as a decrease to operating costs, an increase to finance costs (due to accretion of the lease liability) and an increase to depreciation and amortization (due to amortization of the right-of-use asset).

March

2016,

the FASB issued Accounting Standards Update

2016

09,

“Compensation – Stock Compensation (Topic

718):

Improvements to Employee Share-Based Payment Accounting” (“ASU

2016

09”).

ASU

2016

simplifies the accounting and presentation of share-based compensation. ASU

2016

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2016,

which will be our fiscal year beginning

February

2017.

Early adoption is permitted. The Company will adopt this guidance in the

first

quarter of fiscal

2018.

The adoption of this amendment is not expected to have a material impact on our results of operations or disclosures.

June

2016,

the FASB issued Accounting Standards Update

2016

13,

“Financial Instruments – Credit Losses (Topic

326):

Measurement of Credit Losses on Financial Instruments” (“ASU

2016

13”).

ASU

2016

requires measurement and recognition of expected credit losses for financial assets held. ASU

2016

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2019,

which will be our fiscal year beginning

February

2020.

Early adoption is permitted. The Company will adopt this guidance in the

first

quarter of fiscal

2021

and is currently evaluating the impact that the adoption will have on its results of operations, financial position and disclosures.

August

2016,

the FASB issued Accounting Standards Update

2016

15,

“Statement of Cash Flows (Topic

230):

Classification of Certain Cash Receipts and Cash Payments” (“ASU

2016

15”).

ASU

2016

clarifies the presentation and classification in the statement of cash flows. ASU

2016

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2017,

which will be our fiscal year beginning

February

2018.

Early adoption is permitted. The Company will adopt this guidance in the

first

quarter of fiscal

2019.

The adoption of this amendment is not expected to have a material impact on our results of operations or disclosures.

October

2016,

the FASB issued Accounting Standards Update

2016

16,

“Income Taxes (Topic

740):

Intra-Entity Transfers of Assets Other Than Inventory” (“ASU

2016

16”).

ASU

2016

requires the recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU

2016

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2017,

which will be our fiscal year beginning

February

2018.

Early adoption is permitted. The Company will adopt this guidance in the

first

quarter of fiscal

2019.

The adoption of this standard will result in the write-off of the balance of unamortized deferred tax charges and the recognition of previously unrecognized deferred tax assets in certain jurisdictions.

January

2017,

the FASB issued Accounting Standards Update

2017

01,

“Business Combinations (Topic

805):

Clarifying the Definition of a Business” (“ASU

2017

01”).

ASU

2017

clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. ASU

2017

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2017,

which will be our fiscal year beginning

February

2018.

Early adoption is not permitted. The Company will adopt this guidance in the

first

quarter of fiscal

2019.

The adoption of this amendment is not expected to have a material impact on our results of operations or disclosures.

January

2017,

the FASB issued Accounting Standards Update

2017

04,

“Intangibles – Goodwill and Other (Topic

350):

Simplifying the Test for Goodwill Impairment” (“ASU

2017

04”).

ASU

2017

simplifies how an entity is required to test goodwill for impairment. ASU

2017

is effective for annual periods, and interim periods within those annual periods, beginning after

December

15,

2019,

which will be our fiscal year beginning

February

2020.

Early adoption is permitted. The Company will adopt this guidance in the

first

quarter of fiscal

2021.

The adoption of this amendment is not expected to have a material impact on our results of operations or disclosures.