B - Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of America’s Car-Mart, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Segment Information

Each dealership is an operating segment with its results regularly reviewed by the Company’s chief operating decision maker in an effort to make decisions about resources to be allocated to the segment and to assess its performance. Individual dealerships meet the aggregation criteria for reporting purposes under the current accounting guidance. In the Integrated Auto Sales and Finance industry, the nature of the sale and the financing of the transaction, financing processes, the type of customer and the methods used to distribute the Company’s products and services, including the actual servicing of the contracts as well as the regulatory environment in which the Company operates all have similar characteristics. Each of our individual dealerships is similar in nature and only engages in the selling and financing of used vehicles. All individual dealerships have similar operating characteristics. As such, individual dealerships have been aggregated into

one

reportable segment.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates include, but are

not

limited to, the Company’s allowance for credit losses.

Concentration of Risk

The Company provides financing in connection with the sale of substantially all of its vehicles. These sales are made primarily to customers residing in Alabama, Arkansas, Georgia, Illinois, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee, and Texas, with approximately

29%

of revenues resulting from sales to Arkansas customers.

As of

April 30, 2020,

and periodically throughout the year, the Company maintained cash in financial institutions in excess of the amounts insured by the federal government. The cash is held in several highly rated banking institutions. We regularly monitor our counterparty credit risk and mitigate exposure by limiting the amount we invest in

one

institution. The Company’s revolving credit facilities mature in

September 2022.

The Company expects that these credit facilities will be renewed or refinanced on or before the scheduled maturity dates.

Restrictions on Distributions/Dividends

The Company’s revolving credit facilities generally restrict distributions by the Company to its shareholders. The distribution limitations under the credit facilities allow the Company to repurchase the Company’s stock so long as either: (a) the aggregate amount of such repurchases after

September 30, 2019

does

not

exceed

$50

million, net of proceeds received from the exercise of stock options, and the total availability under the credit facilities is equal to or greater than

20%

of the sum of the borrowing bases, in each case after giving effect to such repurchases (repurchases under this item are excluded from fixed charges for covenant calculations), or (b) the aggregate amount of such repurchases does

not

exceed

75%

of the consolidated net income of the Company measured on a trailing

twelve

month basis; provided that immediately before and after giving effect to the stock repurchases, at least

12.5%

of the aggregate funds committed under the credit facilities remain available. Thus, the Company is limited in its ability to pay dividends or make other distributions to its shareholders without the consent of the Company’s lenders.

Cash Equivalents

The Company considers all highly liquid instruments purchased with original maturities of

three

months or less to be cash equivalents.

Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts carry an average interest rate of approximately

16.4%

using the simple effective interest method including any deferred fees. Contract origination costs are

not

significant. The installment sale contracts are

not

pre-computed contracts whereby borrowers are obligated to pay back principal plus the full amount of interest that will accrue over the entire term of the contract. Finance receivables are collateralized by vehicles sold and consist of contractually scheduled payments from installment contracts net of unearned finance charges and an allowance for credit losses. Unearned finance charges represent the balance of interest receivable to be earned over the entire term of the related installment contract, less the earned amount (

$3.1

million at

April 30, 2020

and

$2.3

million at

April 30, 2019),

and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables

An account is considered delinquent when the customer is

one

day or more behind on their contractual payments. While the Company does

not

formally place contracts on nonaccrual status, the immaterial amount of interest that

may

accrue after an account becomes delinquent up until the point of resolution via repossession or write-off, is reserved for against the accrued interest on the Consolidated Balance Sheets. Delinquent contracts are addressed and either made current by the customer, which is the case in most situations, or the vehicle is repossessed or written off if the collateral cannot be recovered quickly. Customer payments are set to match their payday with approximately

76%

of payments due on either a weekly or bi-weekly basis. The frequency of the payment due dates combined with the declining value of collateral lead to prompt resolutions on problem accounts. At

April 30, 2020,

6.2%

of the Company’s finance receivables balances were

days or more past due compared to

2.9%

April 30, 2019.

Substantially all of the Company’s automobile contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit. At the time of originating a finance agreement, the Company requires customers to meet certain criteria that demonstrate their intent and ability to pay for the financed principle and interest on the vehicle they are purchasing. However, the Company recognizes that their customer base is at a higher risk of default given their impaired or limited credit histories.

The Company strives to keep its delinquency percentages low, and

not

to repossess vehicles. Accounts

three

days late are contacted by telephone. Notes from each telephone contact are electronically maintained in the Company’s computer system. The Company also utilizes text messaging notifications which allows customers to elect to receive reminders on their due dates and late notifications, if applicable. The Company attempts to resolve payment delinquencies amicably prior to repossessing a vehicle. If a customer becomes severely delinquent in his or her payments, and management determines that timely collection of future payments is

not

probable, the Company will take steps to repossess the vehicle.

Periodically, the Company enters into contract modifications with its customers to extend or modify the payment terms. The Company only enters into a contract modification or extension if it believes such action will increase the amount of monies the Company will ultimately realize on the customer’s account and will increase the likelihood of the customer being able to pay off the vehicle contract. At the time of modification, the Company expects to collect amounts due including accrued interest at the contractual interest rate for the period of delay.

other concessions are granted to customers, beyond the extension of additional time, at the time of modifications. Modifications are minor and are made for payday changes, minor vehicle repairs and other reasons. For those vehicles that are repossessed, the majority are returned or surrendered by the customer on a voluntary basis. Other repossessions are performed by Company personnel or

third

-party repossession agents. Depending on the condition of a repossessed vehicle, it is either resold on a retail basis through a Company dealership or sold for cash on a wholesale basis primarily through physical or online auctions.

The Company takes steps to repossess a vehicle when the customer becomes delinquent in his or her payments and management determines that timely collection of future payments is

not

probable. Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that the timely collection of future payments is

not

probable for accounts where the Company has been unable to repossess the vehicle. For accounts with respect to which the vehicle was repossessed, the fair value of the repossessed vehicle is charged as a reduction of the gross finance receivables balance charged-off. On average, accounts are approximately

days past due at the time of charge-off. For previously charged-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses.

The Company maintains an allowance for credit losses on an aggregate basis, as opposed to a contract-by-contract basis, at an amount it considers sufficient to cover estimated losses inherent in the portfolio at the balance sheet date in the collection of its finance receivables currently outstanding. The Company accrues an estimated loss for the amount it believes will

not

be collected. The amount of the loss can be reasonably estimated in the aggregate. The allowance for credit losses is based primarily upon historical credit loss experience, with consideration given to recent credit loss trends and changes in contract characteristics (i.e., average amount financed and term), delinquency levels, collateral values, economic conditions and underwriting and collection practices. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations. Although it is at least reasonably possible that the deterioration in economic conditions and high unemployment as a result of COVID-

could lead to additional losses in the portfolio or that other events or circumstances could occur in the future that are

not

presently foreseen which could cause actual credit losses to be materially different from the recorded allowance for credit losses, the Company believes that it has given appropriate consideration to all relevant factors and has made reasonable assumptions in determining the allowance for credit losses. The calculation of the allowance for credit losses uses the following primary factors:

The number of units repossessed or charged-off as a percentage of total units financed over specific historical periods of time from

one

year to

five

years.

The average net repossession and charge-off loss per unit during the last

eighteen

months, segregated by the number of months since the contract origination date, and adjusted for the expected future average net charge-off loss per unit. Approximately

50%

of the charge-offs that will ultimately occur in the portfolio are expected to occur within

months following the balance sheet date. The average age of an account at charge-off date is

months.

The timing of repossession and charge-off losses relative to the date of sale (i.e., how long it takes for a repossession or charge-off to occur) for repossessions and charge-offs occurring during the last

eighteen

months.

A point estimate is produced by this analysis which is then supplemented by a review of static pools coupled with any positive or negative subjective factors to arrive at an overall reserve amount that management considers to be a reasonable estimate of losses inherent in the portfolio at the balance sheet date that will be realized via actual charge-offs in the future. While challenging economic conditions can negatively impact credit losses, the effectiveness of the execution of internal policies and procedures within the collections area and the competitive environment on the lending side have historically had a more significant effect on collection results than macro-economic issues.

In the

first

quarter of fiscal

2020,

the Company reduced its allowance for credit losses from

25.0%

24.5%

as a result of improvements in net chargeoffs as a percentage of average receivables, the quality of the portfolio and the allowance analysis. However, in the

fourth

quarter of fiscal

2020,

COVID-

impacted our customers, resulting in an increased past-due amount as a percentage of receivables (to

6.2%

from

2.9%

). As a result, the Company increased the allowance for credit losses from

24.5%

26.5%.

The net increase resulted in a

$9.1

million pre-tax charge to the provision for credit losses (

$7.0

million after tax effects,

$1.02

per diluted share). The full impact of COVID-

is uncertain at this point.

In most states, the Company offers retail customers who finance their vehicle the option of purchasing a payment protection plan product as an add-on to the installment sale contract. This product contractually obligates the Company to cancel the remaining principal outstanding for any contract where the retail customer has totaled the vehicle, as defined by the product, or the vehicle has been stolen. The Company periodically evaluates anticipated losses to ensure that if anticipated losses exceed deferred payment protection plan revenues, an additional liability is recorded for such difference.

such liability was required at

April 30, 2020

2019.

Inventory

Inventory consists of used vehicles and is valued at the lower of cost or net realizable value on a specific identification basis. Vehicle reconditioning costs are capitalized as a component of inventory. Repossessed vehicles and trade-in vehicles are recorded at fair value, which approximates wholesale value. The cost of used vehicles sold is determined using the specific identification method.

Goodwill

Goodwill reflects the excess of purchase price over the fair value of specifically identified net assets purchased. Goodwill and intangible assets deemed to have indefinite lives are

not

amortized but are subject to qualitative annual impairment tests at the Company’s year-end. The impairment tests are based on the comparison of the fair value of the reporting unit to the carrying value of such unit. The implied goodwill is compared to the carrying value of the goodwill to determine the impairment, if any. There was

impairment of goodwill during fiscal

2020

or fiscal

2019.

Property and Equipment

Property and equipment are stated at cost. Expenditures for additions, remodels and improvements are capitalized. Costs of repairs and maintenance are expensed as incurred. Leasehold improvements are amortized over the shorter of the estimated life of the improvement or the lease period. The lease period includes the primary lease term plus any extensions that are reasonably assured. Depreciation is computed principally using the straight-line method generally over the following estimated useful lives:

Furniture, fixtures and equipment (years)	3	to	7
Leasehold improvements (years)	5	to	15
Buildings and improvements (years)	18	to	39

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount 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 to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying values of the impaired assets exceed the fair value of such assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Cash Overdraft

As checks are presented for payment from the Company’s primary disbursement bank account, monies are automatically drawn against cash collections for the day and, if necessary, are drawn against

one

of its revolving credit facilities. Any cash overdraft balance principally represents outstanding checks, net of any deposits in transit that as of the balance sheet date had

not

yet been presented for payment. Any cash overdraft balance is reflected in accrued liabilities on the Company’s Consolidated Balance Sheets.

Deferred Sales Tax

Deferred sales tax represents a sales tax liability of the Company for vehicles sold on an installment basis in the states of Alabama and Texas. Under Alabama and Texas law, for vehicles sold on an installment basis, the related sales tax is due as the payments are collected from the customer, rather than at the time of sale. Deferred sales tax liabilities are reflected in accrued liabilities on the Company’s Consolidated Balance Sheets.

Income Taxes

Income taxes are accounted for under the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply in the years in which these differences are expected to be recovered or settled.

December 22, 2017,

President Trump signed into law the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act includes significant changes to the U.S. tax code that affected our fiscal year ending

April 30, 2018,

and future periods. Changes in the tax laws from the Tax Act had a material impact on our financial statements in fiscal

2018.

Under generally accepted accounting principles (U.S. GAAP) specifically ASC Topic

740,

Income Taxes,

the tax effects of changes in tax laws must be recognized in the period in which the law is enacted, or

December 22, 2017,

for the Tax Act. ASC

740

also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, the Company’s deferred taxes were re-measured based upon the new tax rates. The change in deferred taxes is recorded as an adjustment to our deferred tax provision. The Tax Act reduced the corporate tax rate from

35%

21%,

effective

January 1, 2018.

This results in a blended federal corporate tax rate of approximately

30.4%

in fiscal year

2018

and

21%

thereafter. In the

third

quarter of fiscal

2018,

we recorded a discrete net deferred income tax benefit of

$8.1

million with a corresponding provisional reduction to our net deferred income tax liability.

Occasionally, the Company is audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law; however, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than

not

sustain the position following an audit. For tax positions meeting the more likely than

not

threshold, the amount recognized in the financial statements is the largest benefit that has a greater than

percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies this methodology to all tax positions for which the statute of limitations remains open.

The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is

longer subject to U.S. federal, state and local income tax examinations by tax authorities for the fiscal years before

2017.

The Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had

accrued penalties or interest as of

April 30, 2020

and

2019,

respectively.

Revenue Recognition

Revenues are generated principally from the sale of used vehicles, which in most cases includes a service contract and a payment protection plan product, as well as interest income and late fees earned on finance receivables. Revenues are net of taxes collected from customers and remitted to government agencies. Cost of vehicle sales include costs incurred by the Company to prepare the vehicle for sale including license and title costs, gasoline, transport services and repairs.

The Company’s performance obligations are clearly identifiable, and the transaction price is explicitly stated on the customers’ contracts. The Company collects payments in accordance with the terms of the customers’ accounts, ranging between

months. Revenues from the sale of used vehicles are recognized when the sales contract is signed, the customer has taken possession of the vehicle and, if applicable, financing has been approved. Revenues from the sale of vehicles sold at wholesale are recognized at the time the proceeds are received. Revenues from the sale of service contracts are recognized ratably over the expected duration of the product. Service contract revenues are included in sales and the related expenses are included in cost of sales. Payment protection plan revenues are initially deferred and then recognized to income using the “Rule of

78’s”

interest method over the life of the contract so that revenues are recognized in proportion to the amount of cancellation protection provided. Payment protection plan revenues are included in sales and related losses are included in cost of sales as incurred. Interest income is recognized on all active finance receivables accounts using the simple effective interest method. Active accounts include all accounts except those that have been paid-off or charged-off.

Sales consist of the following for the years ended

April 30, 2020,

2019

and

2018:

	Years Ended April 30,
(In thousands)	2020		2019		2018

Sales – used autos	$	567,816	$	506,184	$	462,956
Wholesales – third party		28,966		27,376		25,638
Service contract sales		31,480		30,243		28,482
Payment protection plan revenue		24,730		22,705		20,452

Total	$	652,992	$	586,508	$	537,528

April 30, 2020

and

2019,

finance receivables more than

days past due were approximately

$3.1

million and

$1.2

million, respectively. Late fee revenues totaled approximately

$2.3

million,

$1.9

million and

$1.9

million for the fiscal years ended

2020,

2019

and

2018,

respectively. Late fee revenue is recognized when collected and is reflected within Interest and other income on the Consolidated Statements of Operations.

During the years ended

April 30, 2020

and

2019,

the Company recognized

$9.4

million and

$9.1

million of revenues that were included in deferred service contract revenues for the years ended

April 30, 2019

and

2018,

respectively.

Advertising Costs

Advertising costs are expensed as incurred and consist principally of radio, print media and digital marketing costs. Advertising costs amounted to

$3.1

million,

$3.1

million and

$3.8

million for the years ended

April 30, 2020,

2019

and

2018,

respectively.

Employee Benefit Plans

The Company has

401

(k) plans for all of its employees meeting certain eligibility requirements. The plans provide for voluntary employee contributions and the Company matches

50%

of employee contributions up to a maximum of

of each employee’s compensation. The Company contributed approximately

$769,000,

$523,000,

and

$465,000

to the plans for the years ended

April 30, 2020,

2019

and

2018,

respectively.

The Company offers employees the right to purchase common shares at a

15%

discount from market price under the

2006

Employee Stock Purchase Plan which was approved by shareholders in

October 2006.

The Company takes a charge to earnings for the

15%

discount, included in stock-based compensation. Amounts for fiscal years

2020,

2019

and

2018

were

not

material individually or in the aggregate. A total of

200,000

shares were registered and

139,763

remain available for issuance under this plan at

April 30, 2020.

Earnings per Share

Basic earnings per share are computed by dividing net income attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings per share are computed by dividing net income attributable to common stockholders by the average number of common shares outstanding during the period plus dilutive common stock equivalents. The calculation of diluted earnings per share takes into consideration the potentially dilutive effect of common stock equivalents, such as outstanding stock options and non-vested restricted stock, which if exercised or converted into common stock would then share in the earnings of the Company. In computing diluted earnings per share, the Company utilizes the treasury stock method and anti-dilutive securities are excluded.

Stock-Based Compensation

The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock, based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. The Company

may

issue either new shares or treasury shares upon exercise of these awards. Stock-based compensation plans, related expenses, and assumptions used in the Black-Scholes option pricing model are more fully described in Note K

If an award contains a performance condition, expense is recognized only for those shares for which it is considered reasonably probable as of the current period end that the performance condition will be met. In

March 2016,

the FASB issued ASU

2016

09,

Improvements to Employee Share-Based Payment Accounting

, to simplify the accounting for share-based payment transactions. The Company adopted the guidance prospectively on

May 1, 2017.

The Company recognized a

$1.7

million tax benefit during fiscal

2018.

In connection with the adoption, we elected to account for forfeitures as they occur; previously, we were required to record stock compensation expense based on awards that were expected to vest, which had required us to apply an estimated forfeiture rate. The differential between the amount of compensation previously recorded and the amount that would have been recorded, if we did

not

assume a forfeiture rate, was

not

material to our consolidated financial statements. Also, in connection with the adoption, the Company now records any excess tax benefits or deficiencies from its equity awards in its Consolidated Statements of Operations in the reporting period in which the exercise occurs. As a result, going forward, the Company’s income tax expenses and associated effective tax rate will be impacted by fluctuations in stock price between the grant dates and exercise dates of equity awards.

Treasury Stock

The Company purchased

182,805,

378,627,

and

979,040

shares of its common stock to be held as treasury stock for a total cost of

$16.0

million,

$26.6

million and

$42.3

million during the years ended

April 30, 2020,

2019

and

2018,

respectively. Treasury stock

may

be used for issuances under the Company’s stock-based compensation plans or for other general corporate purposes. The Company has a reserve account of

10,000

shares of treasury stock to secure outstanding service contracts issued in Iowa in accordance with the regulatory requirements of that state and another reserve account of

14,000

shares of treasury stock for its subsidiary, ACM Insurance Company, in accordance with the requirements of the Arkansas Department of Insurance.

Facility Leases

The Company’s

leases primarily consist of operating leases related to retail stores, office space,

and

land. For more information on financing obligations

see Note

The initial term for real property leases is typically

years. Most leases include

one

or more options to renew, with renewal terms that can extend the lease term from

years or more.

The Company

include

options to renew (or terminate) in

the

lease term, and as part of

the

right-of-use

(“ROU”)

asset and lease liabilit

, when it is reasonably certain that

the options will be exercised

The weighted average remaining lease term as of

April 30, 2020

was

15.0

years.

The

ROU asset and the related lease liabilit

are initially measured at the present value of future lease payments over the lease term. As most leases do

not

provide an implicit

interest

rate,

the Company obtains a quote for a collateralized debt obligation from the group of lenders each quarter to determine the present value of future payments of leases commenced for that quarter

The weighted average discount rate as of

April 30, 2020

was

4.35%.

The Company includes

variable lease payments in the initial measurement of ROU assets and lease liabilities only to the extent they depend on an index or rate. Changes in such indices or rates are accounted for in the period the change occurs, and do

not

result in the remeasurement of the ROU asset or liability.

The Company is

also responsible for payment of certain real estate taxes,

insurance,

and other expenses on leases. These amounts are generally considered to be variable and are

not

included in the measurement of the ROU asset and lease liability.

on-lease components

are

generally account

for separately from lease components.

The Company’s leases do

not

contain any material residual value guarantees or material restricted covenants.

Recent Accounting Pronouncements

Occasionally, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies which the Company will adopt as of the specified effective date. Unless otherwise discussed, the Company believes the implementation of recently issued standards which are

not

yet effective will

not

have a material impact on its consolidated financial statements upon adoption.

Adopted in Current Period

Leases

. In

February 2016,

the FASB issued ASU

2016

02,

Leases

. The new guidance requires that lessees recognize all leases, including operating leases, with a term greater than

months on-balance sheet and also requires disclosure of key information about leasing transactions. The guidance in ASU

2016

is effective for annual reporting periods beginning after

December 15, 2018,

and interim reporting periods within those years. The Company adopted this ASU and related amendments for its fiscal year beginning

May 1, 2019

and elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. The adoption of this ASU and related amendments resulted in total assets and liabilities increasing

$34.5

million at the time of adoption. The Company’s Consolidated Statements of Income and Consolidated Statements of Cash Flows were

not

materially impacted.

Effective in Future Periods

Credit Losses.

June 2016,

the FASB issued ASU

2016

13,

Financial Instruments — Credit Losses

(Topic

326

). ASU

2016

requires financial assets such as loans to be presented net of an allowance for credit losses that reduces the cost basis to the amount expected to be collected over the estimated life. Expected credit losses will be measured based on historical experience and current conditions, as well as forecasts of future conditions that affect the collectability of the reported amount. ASU

2016

is effective for annual reporting periods beginning after

December 15, 2019,

and interim reporting periods within those years using a modified retrospective approach. Our allowance for loan loss calculation will be modified to comply with these new requirements and adopted for our fiscal year beginning

May 1, 2020.

We do

not

expect a material impact to our financial statements as a result of this adoption.

Cloud Computing Arrangement.

August 2018,

the FASB issued ASU

2018

15,

Intangibles – Goodwill and Other – Internal-Use Software

(Subtopic

350

). ASU

2018

aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU

2018

is effective for annual reporting periods beginning after

December 15, 2019,

and interim reporting periods within those years. The Company is currently evaluating the potential effects of the adoption of this guidance on the consolidated financial statements but does

not

expect such impact to be material.

Reference Rate Reform.

March 2020,

the FASB issued ASU

2020

04,

Reference Rate Reform. The pronouncement provides optional guidance for a limited period of time to ease the potential burden of accounting for reference rate reform. This guidance is effective for all entities as of

March 12, 2020

through

December 31, 2022.

The Company expects to utilize this optional guidance but does

not

expect the impact to be material.