Summary of significant accounting policies

Basis of presentation

The consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Principles of consolidation

The consolidated financial statements include the financial statements of all the subsidiaries and VIEs of the Company. All transactions and balances between the Company and its subsidiaries and VIEs have been eliminated upon consolidation. According to the agreements between Beijing CNET Online and Shanghai Borongdingsi, although Beijing CNET Online legally owns

51%

of Shanghai Borongdingsi’s interests, Beijing CNET Online only controls the assets and liabilities related to the bank kiosks business, which has been included in the financial statements of Beijing CNET Online, but does

not

control other assets of Shanghai Borongdingsi, thus, Shanghai Borongdingsi’s financial statements were

not

consolidated by the Company.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company continually evaluates these estimates and assumptions based on the most recently available information, historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

Foreign currency translation and transactions

The functional currency of the Company is United States dollars (“US$”), and the functional currency of China Net HK is Hong Kong dollars (“HK$”). The functional currency of the Company’s PRC operating subsidiaries and VIEs is Renminbi (“RMB”), and PRC is the primary economic environment in which the Company operates.

For financial reporting purposes, the financial statements of the Company’s PRC operating subsidiaries and VIEs, which are prepared using the RMB, are translated into the Company’s reporting currency, the United States Dollar (“U.S. dollar”). Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and stockholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in stockholders’ equity.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net loss of the consolidated statements of operations and comprehensive loss for the respective periods.

The exchange rates used to translate amounts in RMB into US$ for the purposes of preparing the consolidated financial statements are as follows:

	As of December 31,
	2017		2016

Balance sheet items, except for equity accounts		6.5342		6.9370

	Year Ended December 31,
	2017		2016
Items in the statements of income and comprehensive income, and statements of cash flows		6.7518		6.6423

representation is made that the RMB amounts could have been, or could be converted into US$ at the above rates.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with original maturities of

three

months or less at the time of purchase to be cash equivalents.

Term deposits

Term deposits consist of bank deposits with an original maturity of between

three

twelve

months.

Accounts receivable, other receivables, and due from related parties, net

Accounts receivable, other receivables and due from related parties are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed. 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, other receivables and due from related parties. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of

December 31, 2017

and

2016,

the Company charged off approximately

US$1.41

million and US$nil account receivable balances against the allowance, respectively. The Company did

not

have any off-balance-sheet credit exposure relating to its customers, suppliers or others. For the years ended

December 31, 2017

and

2016,

the Company recorded in the aggregate of approximately

US$1.46

million and

US$0.37

million of allowances for doubtful accounts against its accounts receivable, other receivables and due from related parties.

Long-term investments

Equity method investments

Investee companies that are

not

consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting in accordance with ASC Topic

323

“Equity Method and Joint Ventures”. Whether or

not

the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee companies’ board of directors and ownership level, which is generally a

20%

50%

interest in the voting securities of the investee companies. Under the equity method of accounting, an investee company’s accounts are

not

reflected within the Company’s consolidated balance sheets and statements of operations and comprehensive loss; however, the Company’s share of the income or losses of the investee company is reflected in the caption “Share of income (losses) in equity investment affiliates” in the consolidated statements of operations and comprehensive loss. The Company’s carrying value (including advance to the investee) in equity method investee companies is recorded in the caption “Long-term investments” in the Company’s consolidated balance sheets.

When the Company’s carrying value in an equity method investee company is reduced to zero,

further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will

not

record its share of such income until it equals the amount of its share of losses

not

previously recognized.

Cost method investments

Investee companies that are

not

consolidated, and over which the Company does

not

exercise significant influence, are accounted for under the cost method of accounting in accordance with ASC Topic

325

subtopic

20:

“Investments-Other: Cost Method Investments”. The Company generally owns less than

20%

interest in the voting securities of the cost method investee companies. Under the cost method of accounting, the Company records the cost method investments at cost in the caption “Long-term investments” in the Company’s consolidated balance sheets, and only adjusts for other-than-temporary declines in fair value of investee companies and distributions of earnings from investee companies.

Impairment for long-term investments

The Company assesses its long-term investments for other-than-temporary impairment by considering factors including, but

not

limited to, current economic and market conditions, operating performance and financial position of the investee companies, including current earnings trends and undiscounted cash flows, and other company-specific information. The fair value determination, particularly for investments in privately-held companies, requires significant judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and determination of whether any identified impairment is other-than-temporary. The impairment to be recognized is measured by the amount by which the carrying values of the long-term investments exceed the fair value of the long-term investments.

For the years ended

December 31, 2017

and

2016,

the Company recorded approximately

US$0.04

million and

US$0.16

million of impairment loss associated with its long-term investments, respectively.

Property and equipment, net

Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is calculated on the straight-line method after taking into account their respective estimated residual values over the following estimated useful lives:

Leasehold improvements (years)		3
Vehicles (years)		5
Office equipment (years)	3	-	5
Electronic devices (years)		5

Depreciation expenses are included in sales and marketing expenses, general and administrative expenses and research and development expenses. Leasehold improvements are amortized over the lesser of the lease term or estimated useful life.

When property and equipment are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the period of disposition. Maintenance and repairs which do

not

improve or extend the expected useful lives of the assets are charged to expenses as incurred, whereas the cost of renewals and betterments that extend the useful life of the assets are capitalized as additions to the related assets.

Intangible assets, net

Purchased software and software platform is initially recorded at cost and amortized on a straight-line basis over the estimated useful economic life of

years.

Intangible assets other than goodwill acquired through various acquisitions are amortized on a straight-line basis over their expected useful economic lives.

Customer Relationship (years)	5	-	9
Non-Compete Agreement (years)	5	-	6
Software Technologies (years)		5

The Company accounted for website development costs in accordance with ASC Topic

350

50,

which requires that certain costs related to the development or purchase of internal-use software and systems as well as the costs incurred in the application development stage related to its website be capitalized and amortized over the estimated useful life of the software or system. ASC Topic

350

also require that costs related to the preliminary project stage, data conversion and post implementation/operation stage of an internal-use software development project be expensed as incurred. For the years ended

December 31, 2017

and

2016,

the Company did

not

capitalize any such cost, as the amount was considered immaterial.

Impairment of long-lived assets

Long-lived assets, which include tangible long-lived assets and intangible long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

may

not

be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount of the asset and its fair value.

For the years ended

December 31, 2017

and

2016,

the Company recognized

US$2.55

and US$nil impairment loss associated with its intangible assets. See Note

(n) and Note

for detailed disclosures about the impairment of intangible assets and the related valuation technique(s) and inputs used in the fair value measurement for the Company’s intangible assets.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Company's acquisitions of interests in its consolidated VIEs.

Goodwill is

not

depreciated or amortized but is tested for impairment at the reporting unit level at least on an annual basis, and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. The test consists of

two

steps. First, identify potential impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is

not

considered impaired. Second, if there is impairment identified in the

first

step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC Topic

805

“Business Combinations.”

Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.

In the

fourth

quarter of

2015,

the Company committed to a plan to sell liansuo.com, which is a portion of the Company’s internet advertising and data service reporting unit that constitutes a business. In accordance with ASC Topic

350:

“Intangibles-Goodwill and Others” Subtopic

40,

goodwill associated with that business unit shall be included in the carrying amount of the business to determine the gain or loss on disposal. In accordance with ASC

350

through ASC

350

the Company allocated approximately

US$914,000

goodwill associated with its internet advertising and data service reporting unit to the carrying value of lianso.com based on the relative fair value of lianso.com and the portion of this reporting unit that would be retained. In the

fourth

quarter of

2016,

the Company reassesses the status of its disposal group classified as held for sale, basis on which, the Company concluded that its disposal group

longer met all the criteria for the classification as held for sale. Therefore, the Company reclassified the assets and liabilities related to the disposal group as held and used and measured it at the lower of its carrying value and fair value in accordance with ASC

360.

As the fair value of the disposal group exceeded its carrying amount, including goodwill allocated to the disposal group at the date of the reclassification, the disposal group was reclassified to held and used at its carrying value, including the goodwill amount previously allocated to the disposal group.

As of

December 31, 2017

and

2016,

the Company’s goodwill is attributable to its internet advertising and data service reporting unit. The Company performed the annual test on goodwill impairment for this reporting unit on

December 31, 2017

2016,

respectively. See Note

(n) and Note

for detailed disclosures about the impairment of goodwill and the related valuation technique(s) and inputs used in the fair value measurement for the Company’s goodwill.

For the years ended

December 31, 2017

and

2016,

the Company did

not

record any impairment loss associated with its goodwill.

Noncontrolling interest

The Company accounts for noncontrolling interest in accordance with ASC Topic

810

45,

which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheet and the consolidated net income/(loss) attributable to the parent and the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of operations and comprehensive loss. ASC Topic

810

also requires that losses attributable to the parent and the noncontrolling interest in a subsidiary be attributed to those interests even if it results in a deficit noncontrolling interest balance.

Fair value

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, other receivables, accounts payable and payable for purchasing of software technology. The carrying values of these financial instruments approximate fair values due to their short maturities.

ASC Topic

820

"Fair Value Measurement and Disclosures," defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are

three

levels of inputs that

may

be used to measure fair value:

Level

- Quoted prices in active markets for identical assets or liabilities.

Level

- Observable inputs other than Level

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

not

active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level

- Unobservable inputs that are supported by little or

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

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

The Company’s intangible assets and goodwill are measured at fair value on a nonrecurring basis and they are recorded at fair value only when impairment is recognized.

The fair value of intangible assets was determined using income approach or cost approach, and the fair value of goodwill was determined using income approach. The following table summarizes the quantitative information about the Company’s Level

fair value measurements, which utilize significant unobservable internally-developed inputs:

	Valuation technique(s)	Unobservable inputs	Ranges

As of December 31, 2017
Intangible assets	Multi-period Excess Earning/ Replacement Cost	Remaining useful life (years)	3.25	-	8.5
		Discount rate		24%
		Contributory asset charge	15.9%	-	24%

Goodwill	Discounted Cash Flow	Base projection period (years)		5
		Discount rate		20%
		Terminal growth rate		3.5%

As of December 31, 2016
Intangible assets	Multi-period Excess Earning/ Replacement Cost	Remaining useful life (years)	1	-	9.5
		Discount rate		24%
		Contributory asset charge	12.9%	-	24%

Goodwill/ Disposal group	Discounted Cash Flow	Base projection period (years)		5
		Discount rate		20%
		Terminal growth rate		3.5%

Remaining useful life was determined based on the remaining estimated useful life of the assets being valued. Contributory asset charges were determined based on the nature (risk) and liquidity of the respective contributory asset. Base projection period adopted by the Company was commonly used in the market practice. Terminal growth rate was determined based on the estimated long-term GDP growth rate of China. Discount rate for goodwill/disposal group was determined based on the appropriate Weighted Average Cost of Capital (WACC) should be adopted by the Company to estimate the fair value of goodwill/disposal group, and the discount rate adopted for intangible assets represented a

premium on WACC in consideration of higher risk associated with intangible assets.

Revenue recognition

The Company's revenue recognition policies are in compliance with ASC Topic

605

“Revenue Recognition”. In accordance with ASC Topic

605,

revenues are recognized when the

four

of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the service has been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured.

Sales include revenues from selling advertising time purchased from TV stations, internet advertising space on the Company’s website portals and effective sales lead information collected, providing online advertising, precision marketing, data service and other related value-added services. Advertising contracts establish the fixed price and advertising services to be provided. Pursuant to advertising contracts, the Company provides advertisement placements in different formats, including but

not

limited to banners, links, logos, buttons, rich media and content integration in specified locations on the sites and for agreed periods; and/or places the advertisements onto purchased advertisement time during specific TV programs for agreed periods. Revenue is recognized ratably over the period the advertising is provided and, as such, the Company considers the services to have been delivered. The Company treats all elements of advertising contracts as a single unit of accounting for revenue recognition purposes. Value added services are provided based on

two

types of contracts: (i) fixed price and (ii) fixed price with minimum performance threshold. For contracts with fixed price term, revenue is recognized when the engaged service was provided and accepted by clients. For fixed price contracts with minimum performance threshold, revenue is recognized when the specified performance criteria are met. Revenue from search engine marketing services is recognized on a monthly basis based on the direct cost consumed through search engines for providing such services with a premium. The Company recognizes the revenue on a gross basis, as the Company believes that it acts as the primary obligor of this transaction, which is considered the most important factor for a gross revenue recognition in accordance with ASC Topic

605,

subtopic

45.

Revenue from selling effective sales lead information is recognized based on fixed price per sales lead when information is delivered and accepted by clients. Based upon the Company’s credit assessments of its clients prior to entering into contracts, the Company determines if collectability is reasonably assured. In situations where collectability is

not

deemed to be reasonably assured, the Company recognizes revenue upon receipt of cash from clients, only after services have been provided and all other criteria for revenue recognition have been met.

Cost of revenues

Cost of revenues primarily includes the cost of media advertising time, internet advertising related resources and other technical services purchased from

third

parties and other direct cost associated with providing services.

Advertising costs

Advertising costs for the Company’s own brand building are

not

includable in cost of revenues, they are expensed when incurred or amortized over the estimated beneficial period and are included in “sales and marketing expenses” in the statement of operations and comprehensive loss. For the years ended

December 31, 2017

and

2016,

advertising expenses for the Company’s own brand building were approximately

US$1,717,000

and

US$2,360,000,

respectively.

Research and development expenses

The Company accounts for the cost of developing and upgrading technologies and platforms and intellectual property that are used in its daily operations in research and development cost. Research and development costs are charged to expense when incurred. Expenses for research and development for the years ended

December 31, 2017

and

2016

were approximately

US$1,261,000

and

US$1,996,000,

respectively.

Income taxes

The Company follows the guidance of ASC Topic

740

“Income taxes” and uses liability method to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets, if based on the weight of available evidence, it is more-likely-than-

not

that some portion, or all, of the deferred tax assets will

not

be realized. The effect on deferred taxes of a change in tax rates is recognized in statement of income and comprehensive income in the period that includes the enactment date.

Uncertain tax positions

The Company follows the guidance of ASC Topic

740

“Income taxes”, which prescribes a more likely than

not

threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

The Company recognizes interest on non-payment of income taxes and penalties associated with tax positions when a tax position does

not

meet more likely than

not

thresholds be sustained under examination. The tax returns of the Company’s PRC subsidiaries and VIEs are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is

three

years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to

five

years under special circumstances, where the underpayment of taxes is more than

RMB100,000.

In the case of transfer pricing issues, the statute of limitation is

ten

years. There is

statute of limitation in the case of tax evasion. The Company did

not

have any material interest or penalties associated with tax positions for the years ended

December 31, 2017

and

2016

and did

not

have any significant unrecognized uncertain tax positions as of

December 31, 2017

and

2016,

respectively.

Share-based Compensation

The Company accounted for share-based compensation to employees in accordance with ASC Topic

718

“Compensation-Stock Compensation” which requires that share-based payment transactions be measured based on the grant-date fair value of the equity instrument issued, net of an estimated forfeiture rate, if applicable, and therefore only recognizes compensation expenses for those equity instruments expected to vest over the requisite service period, or vesting period. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. Cost of services received from non-employees is measured at fair value at the earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. Share-based compensation expenses were recorded in sales and marketing expenses, general and administrative expenses and research and development expenses.

Comprehensive income

The Company accounts for comprehensive income in accordance with ASC Topic

220

“Comprehensive Income”, which establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements. Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensive income, as presented in the Company’s consolidated balance sheets are the cumulative foreign currency translation adjustments.

Earnings (loss) per share

Earnings (loss) per share are calculated in accordance with ASC Topic

260,

“Earnings Per Share”. Basic earnings (loss) per share is computed by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Common shares issuable upon the conversion of the convertible preferred shares are included in the computation of diluted earnings per share on an “if-converted” basis when the impact is dilutive. The dilutive effect of outstanding common stock warrants and options are reflected in the diluted earnings per share by application of the treasury stock method when the impact is dilutive.

)

Commitments and contingencies

The Company has adopted ASC Topic

450

“Contingencies” subtopic

20,

in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is

not

probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Recent accounting standards

May 2014,

the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”)

No.

2014

09,

“Revenue from Contracts with Customers (Topic

606

)” (as further amended or clarified by other related ASUs issued subsequently in

2015,

2016

and

2017

). ASU

No.

2014

clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP and IFRS. Simultaneously, this ASU supersedes the revenue recognition requirements in ASC Topic

605

-Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of this ASU requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the

five

steps: (

) identify the contract(s) with a customer; (

) identify the performance obligations in the contract; (

) determine the transaction price; (

) allocate the transaction price to the performance obligations in the contract; (

) recognize revenue when (or as) the entity satisfies a performance obligation. For public business entities, certain

not

-for-profit entities, and certain employee benefit plans, the amendments in ASU

No.

2014

and the amendments in other related ASUs that affected the guidance in ASU

2014

should be applied to annual reporting periods beginning after

December 15, 2017,

including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after

December 15, 2016,

including interim reporting periods within that reporting period. The Company has adopted this standard on

January 1, 2018

using the modified retrospective approach, in which case the cumulative effect of applying the standard, if any, would be recognized at the date of initial application. The Company also estimates there will

not

be a material impact to the beginning balance of its retained earnings

February 2016,

the FASB issued ASU

No.

2016

02,

“Leases (Topic

842

)”. The amendments in this ASU requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of

months or less, a lessee is permitted to make an accounting policy election by class of underlying asset

not

to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public business entities, the amendments in this ASU are effective for fiscal years beginning after

December 15, 2018,

including interim periods within those fiscal years. Early application of the amendments in this ASU is permitted for all entities. The Company is currently evaluating the impact on its consolidated financial position and results of operations upon adopting these amendments. Based on its preliminary evaluation, the Company expects to start recognizing lease assets and lease liabilities for its operating leases on the Company’s statements of financial position as of the end of the

first

fiscal quarter of

2019

and the comparative period presented. The Company expects

material impact on its results of operations or cash flows in the periods after adoption. The Company expects to complete its assessment of the effect of adopting ASU

No.

2016

by the end of

2018.

March 2016,

the FASB issued ASU

No.

2016

09,

“Compensation—Stock Compensation (Topic

718

): Improvements to Employee Share-Based Payment Accounting”. The amendments in this ASU affected all entities that issue share-based payment awards to their employees. The areas for simplification in this ASU involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. For public business entities, the amendments in this ASU are effective for annual periods beginning after

December 15, 2016,

and interim periods within those annual periods. The adoption of this standard did

not

have a material impact on the Company’s consolidated financial position or results of operations.

January 2017,

the FASB issued ASU

No.

2017

01,

“Business Combinations (Topic

805

): Clarifying the Definition of a Business”. The amendments in this ASU provide a screen to determine when a set is

not

a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is

not

a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is

not

met, the amendments in this ASU (

) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (

) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes

two

sets of criteria to consider that depend on whether a set has outputs. Although outputs are

not

required for a set to be a business, outputs generally are a key element of a business; therefore, the Board has developed more stringent criteria for sets without outputs. Lastly, the amendments in this ASU narrow the definition of the term output so that the term is consistent with how outputs are described in Topic

606.

Public business entities should apply the amendments in this ASU to annual periods beginning after

December 15, 2017,

including interim periods within those periods. The amendments in this ASU should be applied prospectively on or after the effective date.

disclosures are required at transition. Based on the Company’s evaluation, the Company does

not

expect the adoption of these amendments to have a material impact on its consolidated financial position and results of operations.

January 2017,

the FASB issued ASU

No.

2017

04,

“Intangibles-Goodwill and Others (Topic

350

)-Simplify the Test for Goodwill Impairment”. To simplify the subsequent measurement of goodwill, the amendments in this ASU eliminated Step

from the goodwill impairment test. In computing the implied fair value of goodwill under Step

an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should

not

exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The amendments in this ASU also eliminated the requirements for any reporting unit with a

zero

or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step

of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a

zero

or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. An entity should apply the amendments in this ASU on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the

first

annual period and in the interim period within the

first

annual period when the entity initially adopts the amendments in this ASU. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this ASU for its annual or any interim goodwill impairment tests in fiscal years beginning after

December 15, 2019.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after

January 1, 2017.

The Company is currently evaluating the impact on its consolidated financial position and results of operations upon adopting these amendments.

February 2018,

the FASB issued ASU

2018

02:

“Income Statement—Reporting Comprehensive Income (Topic

220

)- Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Act”). Consequently, the amendments eliminate the stranded tax effects resulting from the Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is

not

affected. The amendments in this ASU also require certain disclosures about stranded tax effects. The amendments in this ASU are effective for fiscal years beginning after

December 15, 2018,

and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial position and results of operations upon adopting these amendments.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do

not

require adoption until a future date are

not

expected to have a material impact on the Company’s consolidated financial statements upon adoption.