Business Description, Basis of Presentation and Significant Accounting Policies

Business Description:

ClearOne, Inc., together with its subsidiaries (collectively, “ClearOne” or the “Company”), is a global market leader enabling conferencing, collaboration, and network streaming solutions. The performance and simplicity of our advanced, comprehensive solutions offer unprecedented levels of functionality, reliability and scalability.

Basis of Presentation:

Fiscal Year

– This report on Form

-K includes consolidated balance sheets for the years ended

December 31, 2018

and

2017

and the related consolidated statements of operations and comprehensive loss, shareholders' equity, and cash flows for each of the years

2018

and

2017.

Consolidation

– These consolidated financial statements include the financial statements of ClearOne, Inc. and its wholly owned subsidiaries. All inter-Company accounts and transactions have been eliminated in consolidation.

Use of Estimates

– The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts receivable and product returns, provisions for obsolete inventory, potential impairment of goodwill and of long-lived assets, and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates.

Foreign Currency Translation

– We are exposed to foreign currency exchange risk through our foreign subsidiaries. Other than our subsidiaries in India and Spain, all other foreign subsidiaries are U.S. dollar functional, for which gains and losses arising from remeasurement are included in earnings. Our Spanish subsidiary is Euro functional, for which gains and losses arising from translation are included in accumulated other comprehensive income or loss. Our Indian subsidiary is Indian Rupee functional, for which gains and losses arising from translation are included in accumulated other comprehensive income or loss. We translate and remeasure foreign assets and liabilities at exchange rates in effect at the balance sheet dates. We translate revenue and expenses using average rates during the year.

Concentration Risk

– We depend on an outsourced manufacturing strategy for our products. We outsource the manufacture of all of our products to

third

party manufacturers located in Asia. If any of these manufacturers experience difficulties in obtaining sufficient supplies of components, component prices significantly exceeding the anticipated costs, an interruption in their operations, or otherwise suffer capacity constraints, we would experience a delay in production and shipping of these products, which would have a negative impact on our revenues. Should there be any disruption in services due to natural disaster, economic or political difficulties, transportation restrictions, acts of terror, quarantine or other restrictions associated with infectious diseases, or other similar events, or any other reason, such disruption

may

have a material adverse effect on our business. Operating in the international environment exposes us to certain inherent risks, including unexpected changes in regulatory requirements and tariffs, and potentially adverse tax consequences, which could materially affect our results of operations. Currently, we have

second

source of manufacturing for a portion of our products.

Significant Accounting Policies:

Cash Equivalents

– The Company considers all highly-liquid investments with a maturity of

three

months or less, when purchased, to be cash equivalents. The Company places its temporary cash investments with high-quality financial institutions. At times, such investments

may

be in excess of the Federal Deposit Insurance Corporation insurance limits.

Marketable Securities -

The Company has classified its marketable securities as available-for-sale securities. These debt securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive income (loss) in shareholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned.

A decline in the market value of any available-for-sale security below cost that is deemed other than temporary results in a charge to earnings and establishes a new cost basis for the security. Losses are charged against “Other income” when a decline in fair value is determined to be other than temporary. We review several factors to determine whether a loss is other than temporary. These factors include, but are

not

limited to: (i) the extent to which the fair value is less than cost and the cause for the fair value decline, (ii) the financial condition and near term prospects of the issuer, (iii) the length of time a security is in an unrealized loss position and (iv) our ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. There were

other-than-temporary impairments recognized during the years ended

December 31, 2018

and

2017.

Accounts Receivable

– Accounts receivable are recorded at the invoiced amount. Generally, credit is granted to customers on a short-term basis without requiring collateral, and as such, these accounts receivable, do

not

bear interest, although a finance charge

may

be applied to such receivables that are past due. The Company extends credit to customers who it believes have the financial strength to pay. The Company has in place credit policies and procedures, an approval process for sales returns and credit memos, and processes for managing and monitoring channel inventory levels.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management regularly analyzes accounts receivable including current aging, historical write-off experience, customer concentrations, customer creditworthiness, and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. We review customer accounts quarterly by

first

assessing accounts with aging over a specific duration and balance over a specific amount. We review all other balances on a pooled basis based on past collection experience. Accounts identified in our customer-level review as exceeding certain thresholds are assessed for potential allowance adjustment if we conclude the financial condition of that customer has deteriorated, adversely affecting their ability to make payments. Delinquent account balances are written off if the Company determines that the likelihood of collection is

not

probable. If the assumptions that are used to determine the allowance for doubtful accounts change, the Company

may

have to provide for a greater level of expense in future periods or reverse amounts provided in prior periods.

The Company’s allowance for doubtful accounts activity for the years ended

December 31, 2018

and

2017

is as follows:

	Year Ended December 31,
	201 8		201 7
Balance at beginning of the year	$	472	$	187
Allowance increase (decrease)		159		287
Write offs, net of recoveries		-		(2	)
Balance at end of the year	$	631	$	472

Inventories

– Inventories are valued at the lower of cost or market, with cost computed on a

first

-in,

first

-out (“FIFO”) basis. In addition to the price of the product purchased, the cost of inventory includes the Company’s internal manufacturing costs, including warehousing, engineering, material purchasing, quality and product planning expenses and applicable overhead,

not

in excess of estimated realizable value. Consideration is given to obsolescence, excessive levels, deterioration, direct selling expenses, and other factors in evaluating net realizable value.

Distributor channel inventories include products that have been delivered to customers for which revenue recognition criteria have

not

been met.

The inventory also includes advance replacement units (valued at cost) provided by the Company to end-users to service defective products under warranty. The value of advance replacement units included in the inventory was

$184

and

$76,

as of

December 31, 2018

and

2017,

respectively.

The inventory consists of current inventory of

$13,228

and long-term inventory of

$8,953.

Long term inventory represents inventory held in excess of our current (next

months) requirements based on our recent sales and forecasted level of sales.

Property and Equipment

– Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Gains or losses from the sale, trade-in, or retirement of property and equipment are recorded in current operations and the related book value of the property is removed from property and equipment accounts and the related accumulated depreciation and amortization accounts. Estimated useful lives are generally

two

ten

years. Depreciation and amortization are calculated over the estimated useful lives of the respective assets using the straight-line method. Leasehold improvement amortization is computed using the straight-line method over the shorter of the lease term or the estimated useful life of the related assets.

Goodwill and Intangible Assets –

Intangible assets acquired in a purchase business combination are amortized over their useful lives unless these lives are determined to be indefinite. Intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, which are generally

three

ten

years. Goodwill represents the excess of costs over the fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are

not

amortized.

Impairment of Goodwill -

Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. In accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic

350,

Intangibles – Goodwill and Other

the Company performs impairment tests of goodwill on an annual basis in the

fourth

fiscal quarter, or sooner if a triggering event occurs suggesting possible impairment of the values of these assets.

We assess the recoverability of our

one

reporting unit’s carrying value of goodwill by making a qualitative or quantitative assessment. If we begin with a qualitative assessment and are able to support the conclusion that it is

not

more likely than

not

that the fair value of the Company is less than its carrying value, we are

not

required to perform the

two

-step impairment test. Otherwise, using the two−step approach is required (See

Note

– Business Combinations, Goodwill and Intangibles

). ClearOne and all of its subsidiaries are considered as

one

reporting unit for this purpose.

In the

first

step of the goodwill impairment test, we compare the carrying value the Company, including its recorded goodwill, to the estimated fair value. We estimate the fair value using an equity-value based methodology. The principal method used is an equity-value based method in which the Company’s market-cap is compared to the net book value. This value is then compared to total net assets. If the fair value of the Company exceeds its carrying value, the goodwill is

not

impaired and

further review is required. However, if the fair value of the reporting unit is less than its carrying value, we perform the

second

step of the goodwill impairment test to determine the amount of the impairment charge, if any.

The

second

step involves a hypothetical allocation of the fair value of the Company to its net tangible and intangible assets (excluding goodwill) as if the business unit were newly acquired, which results in an implied fair value of goodwill. The amount of the impairment charge is the excess of the recorded goodwill over the implied fair value of goodwill.

During the

third

quarter ended

September 30, 2017,

we recorded

$12,724,

or the entire value of goodwill, as an impairment charge. There were

such impairment charges during the year ended

December 31, 2018.

Impairment of Long-Lived Assets -

Long-lived assets, such as property, equipment, and definite-lived intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset

may

not

be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated future undiscounted net cash flows of the related asset or group of assets over their remaining lives. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent of other groups of assets. The impairment of long-lived assets requires judgments and estimates. If circumstances change, such estimates could also change. Assets held for sale are reported at the lower of the carrying amount or fair value, less the estimated costs to sell.

During the

twelve

months ended

December 31, 2017

we recorded

$769

as a charge for impairment of an intangible asset consisting of customer relationships.

Adoption of New Revenue Standard:

January

2018,

as required, the Company adopted ASU

No.

2014

- Revenue from Contracts with Customers (Topic

606

) (“ASU

2014

09”

), ASU

No.

2015

- Revenue from Contracts with Customers (Topic

606

): Deferral of the Effective Date (“ASU

2015

14”

), ASU

No.

2016

- Revenue from Contracts with Customers (Topic

606

): Principal versus Agent Considerations (“ASU

2016

08”

), ASU

No.

2016

- Revenue from Contracts with Customers (Topic

606

): Identifying Performance Obligations and Licensing (“ASU

2016

10”

), ASU

No.

2016

- Revenue from Contracts with Customers (Topic

606

): Narrow-Scope Improvements and Practical Expedients (“ASU

2016

12”

) and ASU

No.

2016

- Technical Corrections and Improvements to Topic

606,

Revenue from Contracts with Customers” (“ASU

2016

20”

) (collectively “the New Revenue Standard”). To conform to the New Revenue Standard, the Company modified its revenue recognition policy as described further below.

Change in Accounting Policy:

January

2018,

the Company adopted the New Revenue Standard using the modified retrospective method, applying the guidance to all open contracts and recognized an adjustment to increase retained earnings by

$2,783,

reduce deferred product revenue by

$4,338

and reduce distributor channel inventories by

$1,555

as of that date. The comparative financial information has

not

been restated and continues to be presented under the accounting standards in effect for the respective periods. The Company applied the practical expedient and has

not

disclosed the revenue allocated to future shipments of partially completed contracts.

Prior to our change in accounting policy, revenue from product sales to distributors was

not

recognized until the return privilege had expired or until it can be determined with reasonable certainty that the return privilege had expired, which approximated when the product was sold-through to customers of our distributors (dealers, system integrators, value-added resellers, and end-users), rather than when the product was initially shipped to a distributor. At each quarter-end, we evaluated the inventory in the distribution channel through information provided by our distributors. The level of inventory in the channel fluctuated up or down each quarter based upon our distributors’ individual operations. Accordingly, each quarter-end deferral of revenue and associated cost of goods sold were calculated and recorded based upon the actual channel inventory reported at quarter-end. Further, with respect to distributors and other channel partners

not

reporting the channel inventory, the revenue and associated cost of goods sold were deferred until we received payment for the product sales made to such distributors or channel partners.

After the change in the accounting policy, substantially all of the Company’s revenue is recognized following the transfer of control of the products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. During the

12 months ended

December 31, 2018,

revenue decreased by

$1,252

due to the impact of the adoption of the New Revenue Standard.

Revenue Recognition Policy:

The Company generates revenue from sales of its audio and video conferencing equipment to distributors, system integrators and value-added resellers. The Company also generates revenue, to a much lesser extent, from sale of software and licenses to distributors, system integrators, value-added resellers and end-users. The Company recognizes revenue when it satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled. For sales agreements, the Company has identified the promise to transfer products, each of which are distinct, to be the performance obligation. The Company applies a

five

-step approach in determining the amount and timing of revenue to be recognized: (

) identifying the contract with a customer, (

) identifying the performance obligations in the contract, (

) determining the transaction price, (

) allocating the transaction price to the performance obligations in the contract and (

) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer.

Sales agreements with customers are renewable periodically and contain terms and conditions with respect to payment, delivery, warranty and supply, but typically do

not

require mandatory purchase commitments. In the absence of a sales agreement, the Company’s standard terms and conditions at the time of acceptance of purchase orders apply. The Company considers the customer purchase orders, governed by sales agreements or the Company’s standard terms and conditions, to be the contract with the customer. The Company evaluates certain factors including the customer’s ability to pay (or credit risk).

In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. Sales to distributors, are typically made pursuant to agreements that provide return rights with respect to discontinued or slow-moving products, referred to as stock rotation. Sales to distributors can also be subject to price adjustment on certain products, primarily for distributors with drop-shipping rights. Although payment terms vary, most distributor agreements require payment within

days of invoicing.

The Company recognizes revenue when it satisfies a performance obligation. The Company recognizes revenue from sales agreements upon transferring control of a product to the customer. This typically occurs when products are shipped or delivered, depending on the delivery terms, or when products that are consigned at customer locations are sold to dealers or end users. Revenue recognized during the

twelve

months ended

December 31, 2018

for equipment sales was

$27,369,

and for software, licenses, etc. was

$787.

Sales returns and allowances are estimated based on historical experience. Provisions for discounts and rebates to customers, estimated returns and allowances, ship and credit claims and other adjustments are provided for in the same period the related revenues are recognized, and are netted against revenues. For returns, the Company recognizes a related asset for the right to recover returned products with a corresponding reduction to cost of goods sold. The Company reviews warranty and related claims activity and records provisions, as necessary.

Frequently, the Company receives orders with multiple delivery dates that

may

extend across reporting periods. Since each delivery constitutes a performance obligation, the Company allocates the transaction price of the contract to each performance obligation based on the stand-alone selling price of the products. The Company invoices the customer for each delivery upon shipment and recognizes revenues in accordance with delivery terms. Although payment terms vary, distributors typically pay within

days of invoicing and dealers pay within

days of invoicing. As scheduled delivery dates are within

one

year, revenue allocated to future shipments of partially completed contracts are

not

disclosed.

The Company has elected to record freight and handling costs associated with outbound freight after control over a product has transferred to a customer as a fulfillment cost and include it in cost of revenues. Taxes assessed by government authorities on revenue-producing transactions, including value-added and excise taxes, are presented on a net basis (excluded from revenues) in the consolidated statements of operations and comprehensive income.

The details of deferred revenue and associated cost of goods sold and gross profit are as follows:

	As of December 31,
	2018		2017
Deferred revenue	$	283	$	4,635
Deferred cost of goods sold		-		1,555
Deferred gross profit	$	283	$	3,080

The Company offers rebates and market development funds to certain of its distributors, dealers/resellers, and end-users based upon the volume of product purchased by them. The Company records rebates as a reduction of revenue in accordance with GAAP.

The Company provides, at its discretion, advance replacement units to end-users on defective units of certain products under warranty. Since the purpose of these units is

not

revenue generating, the Company tracks the units due from the end-user, until the defective unit has been returned. Any amount due from the customer upon failure to return the products is accounted as receivable only after establishing customer's failure to return the products. The inventory due from the customer is accounted at cost or market value whichever is lower.

The following table disaggregates the Company’s revenue into primary product groups:

	Twelve months ended December 31, 2018		Twelve months ended December 31, 2017
Audio Conferencing	$	13,946	$	21,078
Microphones		9,012		13,430
Video products		5,198		7,296
	$	28,156	$	41,804

The following table disaggregates the Company’s revenue into major regions:

	Twelve months ended December 31, 2018		Twelve months ended December 31, 2017
North and South America	$	16,534	$	26,310
Asia (including Middle East) and Australia		7,924		11,087
Europe and Africa		3,698		4,407
	$	28,156	$	41,804

Warranty Costs

– The Company accrues for warranty costs based on estimated warranty return rates and estimated costs to repair. These reserve costs are classified as accrued liabilities on the consolidated balance sheets. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty returns, and repair cost. The Company reviews the adequacy of its recorded warranty accrual on a quarterly basis.

The details of changes in the Company’s warranty accrual are as follows:

	Year Ended December 31,
	2018			2017
Balance at the beginning of year	$	245		$	246
Accruals/additions		288			399
Usage/claims		(339	)		(400	)
Balance at end of year	$	194		$	245

Advertising

– The Company expenses advertising costs as incurred. Advertising costs consist of trade shows, magazine advertisements, and other forms of media. Advertising expenses for the years ended

December 31, 2018

and

2017

totaled

$1,037

and

$1,079,

respectively, and are included in sales and marketing on the consolidated statements of operations and comprehensive loss.

Research and Product Development Costs

– The Company expenses research and product development costs as incurred.

● sufficient taxable income within the allowed carryback or carryforward periods;

● future reversals of existing taxable temporary differences, including any tax planning strategies that could be utilized;

● nature or character (e.g., ordinary vs. capital) of the deferred tax assets and liabilities; and

● future taxable income exclusive of reversing temporary differences and carryforwards.

Income Taxes

– The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry-forwards. These temporary differences will result in deductible or taxable amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than

not

that some or all of the deferred tax assets

may

not

be realized. On a quarterly basis, the Company tests the value of deferred tax assets for impairment at the taxpaying-component level within each tax jurisdiction. Significant judgment and estimates are required in determining whether valuation allowances should be established as well as the amount of such allowances. The valuation allowance is based on our estimates of future taxable income and the period over which we expect the deferred tax assets to be recovered. Our assessment of future taxable income is based on historical experience and current and anticipated market and economic conditions and trends. In

2018,

as a result of negative evidence, principally

three

years of cumulative pre-tax operating losses, we concluded that it was more likely than

not

that net operating losses, tax credits and other deferred tax assets were

not

realizable and therefore, we recorded a full valuation allowance against those net deferred tax assets. Adjustments to the valuation allowance increase or decrease the Company’s income tax provision or benefit. As of

December 31, 2018,

the Company had

net deferred tax assets primarily due to valuation allowances recorded to account for the consecutive quarters with losses before taxes.

Recent changes:

December 22, 2017,

the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act, which is generally effective for tax years beginning on

January 1, 2018,

makes broad and complex changes to the U.S. tax code, including, but

not

limited to, (

) reducing the U.S. federal corporate tax rate from

percent to

percent; (

) eliminating the corporate alternative minimum tax (AMT); (

) bonus depreciation that will allow for full expensing of qualified property; (

) creating a new limitation on deductible interest expense; (

) the repeal of the domestic production activity deduction; (

) the creation of the base erosion anti-abuse tax (BEAT), a new minimum tax; (

) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries and imposing a

one

-time repatriation tax on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (the Transition Tax); (

) a new provision designed to tax global intangible low-taxed income (GILTI), which allows for the possibility of using foreign tax credits (FTCs) and a deduction of up to

percent to offset the income tax liability (subject to some limitations); and (

) changing rules related to uses and limitation of net operating loss carryforwards created in tax years beginning after

December 31, 2017.

Shortly after enactment, the Securities and Exchange Commission issued Staff Accounting Bulletin

No.

118

("SAB

118"

) which provided U.S. GAAP guidance on the accounting for the Tax Act's impact at

December 31, 2017.

A reporting entity

may

recognize provisional amounts, where the necessary information is

not

available, prepared or analyzed (including computations) in reasonable detail or where additional guidance is needed from the taxing authority to determine the appropriate application of the Act. A reporting entity's provisional impact analysis

may

be adjusted within the

-month measurement period provided for under SAB

118.

The Transition Tax is based on the Company's post-

1986

earnings and profits (E&P) of U.S.-owned foreign subsidiaries for which the Company had previously deferred U.S. income taxes. Due to the aggregate loss position of these subsidiaries, the Company estimates that the Transition Tax will

not

result in additional U.S. tax.

The reduction in the corporate tax rate to

percent due to the Tax Act became effective on

January 1, 2018.

Consequently, the Company has recorded a decrease related to the net deferred tax assets of approximately

$3.3

million with a corresponding net adjustment to deferred income tax expense of approximately

$3.3

million for the year ended

December 31, 2017.

The impact of the Tax Act

may

differ from amounts currently recorded, possibly materially, during the

-month measurement period due to, among other things, further refinement of the Company's calculations, changes in interpretations and assumptions the Company has made, guidance that

may

be issued and actions the Company

may

take as a result of the Tax Act.

The Company follows the provisions contained in ASC Topic

740,

Income Taxes.

The Company recognizes the tax benefit from an uncertain tax position only if it is at least more likely than

not

that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

Earnings Per Share

– The following table sets forth the computation of basic and diluted loss per common share:

	Year Ended December 31,
	2018			2017
Numerator:
Net loss	$	(16,687	)	$	(14,172	)
Denominator:
Basic weighted average shares		8,942,629			8,576,588
Dilutive common stock equivalents using treasury stock method		-			-
Diluted weighted average shares		8,942,629			8,576,588

Basic loss per common share:	$	(1.87	)	$	(1.65	)
Diluted loss per common share:	$	(1.87	)	$	(1.65	)

Weighted average options outstanding		713,331			815,870
Anti-dilutive options not included in the computation		713,331			815,870

Share-Based Payment

– We estimate the fair value of stock options using the Black-Scholes option-pricing model, which requires certain estimates, including an expected forfeiture rate and expected term of options granted. We also make decisions regarding the method of calculating expected volatilities and the risk-free interest rate used in the option-pricing model. The resulting calculated fair value of stock options is recognized as compensation expense over the requisite service period, which is generally the vesting period. When there are changes to the assumptions used in the option-pricing model, including fluctuations in the market price of our common stock, there will be variations in the calculated fair value of our future stock option awards, which results in variation in the compensation cost recognized.

Recent Accounting Pronouncements -

February 2016,

the FASB issued ASU

No.

2016

02,

Leases (Topic

842

) to bring transparency to lessee balance sheets. The ASU will require organizations that lease assets (lessees) to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than

months. The standard will apply to both types of leases-capital (or finance) leases and operating leases. Previously, GAAP has required only capital leases to be recognized on lessee balance sheets. The standard is effective for fiscal years beginning after

December 15, 2018

and interim periods within fiscal years beginning after

December 15, 2018.

Early application will be permitted for all organizations. The original guidance required application on a modified retrospective basis with the earliest period presented. In

August 2018,

the FASB issued ASU

2018

11,

Targeted Improvements to ASC

842,

which includes an option to

not

restate comparative periods in transition and elect to use the effective date of ASC

842,

Leases, as the date of initial application of transition. Based on the effective date, this guidance will apply and the Company will adopt this ASU beginning on

January 1, 2019

and plan to elect the transition option provided under ASU

2018

11.

The Company expects this standard will have a material effect on its consolidated balance sheets with the recognition of new right of use assets and lease liabilities for all operating leases, as these leases typically have a non-cancelable lease term of greater than

one

year.

August 2016,

the FASB issued ASU

No.

2016

15,

Classification of Certain Cash Receipts and Cash Payments, which addresses

eight

specific cash flow issues with the objective of reducing the existing diversity in practice. ASU

2016

became effective for the Company on

January 1, 2018.

ASU

2016

had

material impact on our consolidated financial statements.

May 2017,

the FASB issued ASU

No.

2017

09,

Compensation—Stock Compensation (Topic

718

): Scope of Modification Accounting. The new guidance provides clarity and reduces both (

) diversity in practice and (

) cost and complexity when applying the guidance in Topic

718,

Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The accounting standard update became effective for The Company beginning

January 1, 2018.

ASU

2017

did

not

have any material impact on our consolidated financial statements.