XML 63 R31.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization And Summary Of Significant Accounting Policies (Policy)
12 Months Ended
Dec. 31, 2014
Organization And Summary Of Significant Accounting Policies [Abstract]  
Organization And General

Organization and General

 

Evans Bancorp, Inc. (the “Company”) was organized as a New York business corporation and incorporated under the laws of the State of New York on October 28, 1988 for the purpose of becoming a bank holding company.  Through August 2004, the Company was registered with the Federal Reserve Board (“FRB”) as a bank holding company under the Bank Holding Company Act of 1956, as amended.  In August 2004, the Company filed for, and was approved as, a Financial Holding Company under the Bank Holding Company Act.  The Company currently conducts its business through its two subsidiaries: Evans Bank, N.A. (the “Bank”), a nationally chartered bank, and its subsidiaries, Suchak Data Systems, LLC (“SDS”), Evans National Leasing, Inc. (“ENL”) and Evans National Holding Corp. (“ENHC”); and Evans National Financial Services, LLC (“ENFS”) and its subsidiary, The Evans Agency LLC (“TEA”).  Unless the context otherwise requires, the term “Company” refers collectively to Evans Bancorp, Inc. and its subsidiaries.  The Company conducts its business through its subsidiaries.  It does not engage in any other substantial business.

 

During the twelve-month period ended December 31, 2014, the Company revised the Consolidated Statement of Cash Flows

for the twelve-month period ended December 31, 2013 to correct errors of $1.7 million within the “Cash paid to employees and vendors”, “Net cash provided by operating activities”, “Net (increase)decrease in loans” and “Net cash (used in) provided by investing activities, $147 thousand in “Depreciation and amortization”, $1.8 million in “Change in other assets affecting cash flow” and $34 thousand in “Change in liabilities effecting cash flow” line items. In addition, the Company revised the Consolidated Statement of Cash Flows for the twelve-month period ended December 31, 2012 to correct errors of $1.5 million within the “Cash paid to employees and vendors”, “Net cash provided by operating activities”, “Net (increase) decrease in loans” and “Net cash (used in) provided by investing activities, $110 thousand in “Depreciation and amortization”, $2.2 million in “Change in other assets affecting cash flow” and $579 thousand in “Change in liabilities effecting cash flow” line items.  The Company has assessed the materiality of this correction and concluded, based on qualitative and quantitative considerations, in accordance with Staff Accounting Bulletin No. 99, that the adjustments were not material to our previously reported financial statements. 

 

Regulatory Requirements

 

Regulatory Requirements

 

The Company is subject to the rules, regulations, and reporting requirements of various regulatory bodies, including the FRB, the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), and the SEC.

 

Principles Of Consolidation

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company, the Bank, ENFS and their subsidiaries.  All material inter-company accounts and transactions are eliminated in consolidation.

 

Accounting Estimates

Accounting Estimates

 

Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and disclosure of contingent assets and liabilities in order to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles.  The estimates and assumptions that management deems to be critical involve our accounting policies relating to the determination of our allowance for loan and lease losses and the valuation of goodwill.  These estimates and assumptions are based on management’s best estimates and judgment and management evaluates them on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.  We adjust our estimates and assumptions when facts and circumstances dictate.  The current economic recession increases the uncertainty inherent in our estimates and assumptions.  As future events cannot be determined with precision, actual results could differ significantly from our estimates.  Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in periods as they occur.

 

Cash And Cash Equivalents

Cash and Cash Equivalents

 

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks and interest-bearing deposits at banks. 

 

Securities

Securities

 

Securities which the Bank has the positive intent and ability to hold to maturity are classified as held to maturity and are stated at cost, adjusted for discounts and premiums that are recognized in interest income over the period to the earlier of the call date or maturity using the level yield method.  These securities represent debt issuances of local municipalities in the Bank’s market area for which market prices are not readily available.  Management periodically evaluates the financial condition of the municipalities to see if there is any cause for impairment in their bonds.

 

Securities classified as available for sale are stated at fair value with unrealized gains and losses excluded from earnings and reported, net of deferred income taxes, in accumulated other comprehensive income or loss, a component of stockholders’ equity.  Gains and losses on sales of securities are computed using the specific identification method.

 

Securities which experience an other-than-temporary decline in fair value are written down to a new cost basis with the amount of the write-down, due to credit problems, included in earnings as a realized loss.  The new cost basis is not changed for subsequent recoveries in fair value.  Factors which management considers in determining whether an impairment in value of an investment is other than temporary include the period of time the securities were in a loss position, management’s intent and ability to hold securities until fair values recover to amortized cost or if it is considered more likely than not that the Company will have to sell the security, the extent to which fair value is less than amortized cost, the issuer’s financial performance and near term prospects, the financial condition and prospects for the issuer’s geographic region and industry, and recoveries or declines in fair value subsequent to the balance sheet date.  There were no charges associated with other-than-temporary impairment declines in fair value of securities in 2014 or 2013.

 

The Bank does not engage in securities trading activities.

 

Loans

Loans

 

Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are reported at their outstanding unpaid principal balances adjusted for unamortized deferred fees or costs.  Interest income is accrued on the unpaid principal balance and is recognized using the interest method.  Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the effective yield method of accounting.

 

Loans become past due when the payment date has been missed.  If payment has not been received within 30 days, then the loan is delinquent.  Delinquent loans are placed into three categories; 30-59 days past due, 60-89 days past due, or 90+ days past due.  Loans 90 or more days past due are considered non-performing.

 

The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent, unless the credit is well secured and in process of collection.  If the credit is not well secured and in the process of collection, the loan is placed on non-accrual status and is subject to charge-off if collection of principal or interest is considered doubtful.  A loan can also be placed on nonaccrual before it is 90 days delinquent if management determines that it is probable that the Bank will be unable to collect principal or interest due according to the contractual terms of the loan.

 

All interest due but not collected for loans that are placed on non-accrual status or charged off is reversed against interest income.  The interest on these loans is accounted for on the cost-recovery method, until it again qualifies for an accrual basis.  Any cash receipts on non-accrual loans reduce the carrying value of the loans.  Loans are returned to accrual status when all principal and interest amounts contractually due are brought current, the adverse circumstances which resulted in the delinquent payment status are resolved, and payments are made in a timely manner for a period of time sufficient to reasonably assure their future dependability.

 

The Bank considers a loan impaired when, based on current information and events, it is probable that it will be unable to collect principal or interest due according to the contractual terms of the loan.  These loans are individually assessed for any impairment.  Loan impairment is measured based on the present value of expected cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral, less costs to sell, if the loan is collateral dependent.  Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business.  The Company has an appraisal policy in which appraisals are obtained upon a loan being downgraded on the Company’s internal loan rating scale to a 5 (special mention) or a 6 (substandard) depending on the amount of the loan, the type of loan and the type of collateral.  All impaired loans are either graded a 6 or 7 on the internal loan rating scale.  Subsequent to the downgrade, if the loan remains outstanding and impaired for at least one year more, management may require another follow-up appraisal.  Between receipts of updated appraisals, if necessary, management may perform an internal valuation based on any known changing conditions in the marketplace such as sales of similar properties, a change in the condition of the collateral, or feedback from local appraisers.  Consumer installment loans and direct financing leases are collectively evaluated for impairment.  Since these loans and leases are not individually identified and evaluated, they are not considered impaired loans.  The one exception is for consumer loans and direct financing leases that are considered troubled debt restructurings (“TDR”) since all TDR loans and leases are considered impaired. 

 

The Bank monitors the credit risk in its loan portfolio by reviewing certain credit quality indicators (“CQI”).  The primary CQI for its commercial mortgage and commercial and industrial (“C&I”) portfolios is the individual loan’s credit risk rating.  The following list provides a description of the credit risk ratings that are used internally by the Bank when assessing the adequacy of its allowance for loan and lease losses:

 

·

1-3-Pass:  Risk Rated 1-3 loans are loans with a slight risk of loss.  The loan is secured by collateral of sufficient value to cover the loan by an acceptable margin.  The financial statements of the company demonstrate sufficient net worth and repayment ability.  The company has established an acceptable credit history with the bank and typically has a proven track record of performance.  Management is experienced, and has an at least average ability to manage the company.  The industry has an average or less than average susceptibility to wide fluctuations in business cycles.

·

4-Watch:  Although generally acceptable, a higher degree of risk is evident in these watch credits.   Obligor assessment factors may have elements which reflect marginally acceptable conditions warranting more careful review and analysis and monitoring.

 

The obligor’s balance sheet reflects generally acceptable asset quality with some elements weak or marginally acceptable.  Liquidity may be somewhat strained, but is at an acceptable level to support operations.  Obligor may be fully leveraged with ratios higher than industry averages.  High leverage is negatively impacting the company, leaving it vulnerable to adverse change.  Inconsistent or declining capability to service existing debt requirements evidenced by debt service coverage temporarily below or near acceptable level.   The margin of collateral may be adequate, but declining or fluctuating in value.  Company management may be unproven, but capable.  Rapid expansion or acquisition may increase leverage or reduce cash flow.

 

Negative industry conditions or weaker management could also be characteristic.  Proper consideration should be given to companies in a high growth phase or in development business segments that may not have achieved sustainable earnings.

 

Obligors demonstrate sufficient financial flexibility to react to and positively address the root cause of the adverse financial trends without significant deviations from their current business strategy.  The rating is also used for borrowers that have made significant progress in resolving their financial weaknesses.

 

·

5-O.A.E.M. (Other Assets Especially Mentioned):  Special Mention (“SM”) – A special mention asset has potential weaknesses that warrant management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date.  SM assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

 

SM assets have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately protect the institution’s position at some future date.  These assets pose elevated risk, but their weakness does not yet justify a substandard classification.  Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g. increasing inventory without an increase in sales, high leverage, tight liquidity).

 

Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating.

 

Nonfinancial reasons for rating a credit exposure special mention include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices.

 

The SM rating is designed to identify a specific level of risk and concern about asset quality.  Although an SM asset has a higher profitability of default than a pass asset, its default is not imminent. 

 

·

6-Substandard:  A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

 

Substandard assets have a high probability of payment default, or they have other well-defined weaknesses.  They require more intensive supervision by Bank management.

 

Substandard assets are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization.  Repayment may depend on collateral or other credit risk subsidies.  For some substandard assets, the likelihood of full collection of interest and principal may be in doubt; such assets should be placed on non-accrual.  Although substandard assets in the aggregate will have distinct potential for loss, an individual asset’s loss potential does not have to be distinct for the asset to be rated substandard.  These loans are periodically reviewed and tested for impairment.

 

·

7-Doubtful:  An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

A doubtful asset has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification of loss is deferred.

 

Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity.  Pending events can include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral, and refinancing.

 

Generally, pending events should be resolved within a relatively short period and the ratings will be adjusted based on the new information.  Because of high probability of loss, non-accrual accounting treatment is required for doubtful assets.

 

·

8-Loss:  Assets classified loss are considered uncollectable and of such little value that their continuance as bankable assets is not warranted.  This classification does not mean that the assets have absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.

 

With loss assets, the underlying borrowers are often in bankruptcy, have formally suspended debt repayments, or have otherwise ceased normal business operations.  Once an asset is classified loss, there is little prospect of collecting either its principal or interest.  When access to collateral, rather than the value of the collateral, is a problem, a less severe classification may be appropriate.  Losses are to be recorded in the period an obligation becomes uncollectible.

 

The Company’s consumer loans, including residential mortgages and home equities, are not individually risk rated or reviewed in the Company’s loan review process.  Consumers are not required to provide the Company with updated financial information as is a commercial customer.  Consumer loans also carry smaller balances.  Given the lack of updated information since the initial underwriting of the loan and small size of individual loans, the Company does not have credit risk ratings for consumer loans and instead uses delinquency status as the credit quality indicator for consumer loans.  However, once a consumer loan is identified as impaired, it is individually evaluated for impairment.

 

Allowance For Loan And Lease Losses

Allowance for Loan and Lease Losses

 

The provision for loan and lease losses represents the amount charged against the Bank’s earnings to maintain an allowance for probable loan and lease losses inherent in the portfolio based on management’s evaluation of the loan and lease portfolio at the balance sheet date. Factors considered by the Bank’s management in establishing the allowance include: the collectability of individual loans, current loan concentrations, charge-off history, delinquent loan percentages, the fair value of the collateral, input from regulatory agencies, and general economic conditions.

 

On a quarterly basis, management of the Bank meets to review and determine the adequacy of the allowance for loan and lease losses. In making this determination, the Bank’s management analyzes the ultimate collectability of the loans in its portfolio by incorporating feedback provided by the Bank’s internal loan staff, an independent internal loan review function and information provided by examinations performed by regulatory agencies.

 

The analysis of the allowance for loan and lease losses is composed of two components: specific credit allocation and general portfolio allocation. The specific credit allocation includes a detailed review of each impaired loan and allocation is made based on this analysis.  Factors may include the appraisal value of the collateral, the age of the appraisal, the type of collateral, the performance of the loan to date, the performance of the borrower’s business based on financial statements, and legal judgments involving the borrower.  The general portfolio allocation consists of an assigned reserve percentage based on the historical loss experience, the loss emergence period, and other quantitative and qualitative factors of the loan category.

 

The general portfolio allocation is segmented into pools of loans with similar characteristics.  Separate pools of loans include loans pooled by loan grade and by portfolio segmentLoans graded a 5 or worse (“criticized loans”) that exceed an exposure threshold are evaluated by the Company’s credit department to determine if the collateral for the loan is worth less than the loan.  All of these “shortfalls” are added together and divided by the respective loan pool to calculate a current quantitative factor applied to the respective pool, as this represents a potential loss exposure.  The current quantitative factor is then included within an analysis of historical quantitative factors, and a weighted average and loss emergence period multiplier is applied against these loan pools.  These loans are not considered individually impaired because the cash flow of the customer and the payment history of the loan suggest that it is not probable that the Company will be unable to collect the full amount of principal and interest as contracted and are thus still accruing interest. 

 

Loans that are graded 4 or better (“non-criticized loans”) are reserved in separate loan pools in the general portfolio allocation.  A weighted average 5-year historical charge-off ratio and a loss emergence period by portfolio segment is calculated and applied against these loan pools. 

 

For both the criticized and non-criticized loan pools in the general portfolio allocation, additional qualitative factors are applied.  The qualitative factors applied to the general portfolio allocation reflect management’s evaluation of various conditions.  The conditions evaluated include the following: industry and regional conditions; seasoning of the loan portfolio and changes in the composition of and growth in the loan portfolio; the strength and duration of the business cycle; existing general economic and business conditions in the lending areas; credit quality trends in non-accruing loans; timing of the identification of downgrades; historical loan charge-off experience; and the results of bank regulatory examinations.  Due to the nature of the loans, the criticized loan pools carry significantly higher qualitative factors than the non-criticized pools.

 

Foreclosed Real Estate

Foreclosed Real Estate

 

Foreclosed real estate is initially recorded at the lower of carrying or fair value (net of costs of disposal) at the date of foreclosure.  Costs relating to development and improvement of property are capitalized, whereas costs relating to the holding of property are expensed.  Assessments are periodically performed by management, and an allowance for losses is established through a charge to operations if the carrying value of a property exceeds fair value.  The Company held no foreclosed real estate at December 31, 2014 or December 31, 2013.

 

Insurance Commission And Fees

Insurance Commissions and Fees

 

Commission revenue is recognized as of the effective date of the insurance policy or the date the customer is billed, whichever is later.  The Company also receives contingent commissions from insurance companies which are based on the overall profitability of their relationship based primarily on the loss experience of the insurance placed by the Company.  Contingent commissions from insurance companies are recognized when determinable.

 

Goodwill And Other Intangible Assets

 

Goodwill and Other Intangible Assets

 

The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, "Intangibles – Goodwill and Other."  The Company records the excess of the cost of acquired entities over the fair value of identifiable tangible and intangible assets acquired, less liabilities assumed, as goodwill.  The Company amortizes acquired intangible assets with definite useful economic lives over their useful economic lives utilizing the straight-line method.  On a periodic basis, management assesses whether events or changes in circumstances indicate that the carrying amounts of the intangible assets may be impaired.  The Company does not amortize goodwill and any acquired intangible asset with an indefinite useful economic life, but reviews them for impairment at a reporting unit level on an annual basis, or when events or changes in circumstances indicate that the carrying amounts may be impaired.  A reporting unit is defined as any distinct, separately identifiable component of one of our operating segments for which complete, discrete financial information is available and reviewed regularly by the segment’s management.  The only reporting unit with goodwill as of December 31, 2014 was the insurance agency activities reporting unit.

 

The fair value of the insurance agency activities reporting unit is measured annually as of December 31st utilizing the average of a discounted cash flow model and a market value based on a multiple to earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for similar companies.  The calculated value of the insurance agency reporting unit was substantially in excess of the carrying amount at December 31, 2014.  A review of the period subsequent to the measurement date is performed to determine if there were any significant adverse changes in operations or events that would alter our determination as of the measurement date.  The Company has performed the required goodwill impairment tests and has determined that goodwill was not impaired as of December 31, 2014.

 

Bank-Owned Life Insurance

Bank-Owned Life Insurance

 

The Bank has purchased insurance on the lives of Company directors and certain members of the Bank's and TEA's management.  The policies accumulate asset values to meet future liabilities, including the payment of employee benefits, such as retirement benefits.  Increases in the cash surrender value are recorded as other income in the Company’s Consolidated Statements of Income.

 

Properties And Equipment

 

Properties and Equipment

 

Properties and equipment are stated at cost less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 39 years.  Impairment losses on properties and equipment are realized if the carrying amount is not recoverable from its undiscounted cash flows and exceeds its fair value in accordance with ASC Topic 360, “Property, Plant, and Equipment.”

 

Inocme Taxes

Income Taxes

 

Income taxes are accounted for under the asset and liability method under ASC Topic 740, “Income Taxes.”  Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the periods in which the deferred tax assets or liabilities are expected to be realized or settled.  As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense.

Net Income Per Share

 

Net Income Per Share

 

Net income per common share is determined by dividing net income by the weighted average number of shares outstanding during the period.  Diluted earnings per common share is based on increasing the weighted-average number of shares of common stock by the number of shares of common stock that would be issued assuming the exercise of stock options and immediate vesting of restricted shares.  Such adjustments to weighted-average number of shares of common stock outstanding are made only when such adjustments are expected to dilute earnings per common share.  There were 77,620,  49,268,  and 15,368 potentially dilutive shares of common stock included in calculating diluted earnings per share for the years ended December 31, 2014, 2013, and 2012, respectively.  Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive.  In accordance with ASC Topic 260, "Earnings Per Share," these shares were not included in calculating diluted earnings per share.  As of December 31, 2014, 2013, and 2012, there were 9 thousand, 42 thousand, and 157 thousand shares, respectively, that are not included in calculating diluted earnings per share because their effect was anti-dilutive.

 

Treasury Stock

Treasury Stock

 

Repurchases of shares of Evans Bancorp, Inc. stock are recorded at cost as a reduction of shareholders’ equity.  Reissuances of shares of treasury stock are recorded at market value.

Comprehensive Income

Comprehensive Income

 

Comprehensive income includes both net income and other comprehensive income, including the change in unrealized gains and losses on securities available for sale, and the change in the liability related to pension costs, net of tax.

 

Employee Benefits

Employee Benefits

 

The Bank maintains a non-contributory, qualified, defined benefit pension plan (the “Pension Plan”) that covered substantially all employees before it was frozen on January 31, 2008.  All benefits eligible participants had accrued in the Pension Plan until the freeze date have been retained.  Employees have not accrued additional benefits in the Pension Plan from that date.  The actuarially determined pension benefit in the form of a life annuity is based on the employee’s combined years of service, age and compensation.  The Bank’s policy is to fund the minimum amount required by government regulations.  Employees are eligible to receive these benefits at normal retirement age.

 

The Bank maintains a defined contribution 401(k) plan and accrues contributions due under this plan as earned by employees.  In addition, the Bank maintains a non-qualified Supplemental Executive Retirement Plan for certain members of senior management, a non-qualified Deferred Compensation Plan for directors and certain members of management, and a non-qualified Executive Incentive Retirement Plan for certain members of management, as described more fully in Note 11 to these Consolidated Financial Statements, “Employee Benefits and Deferred Compensation Plans.”

Stock-based Compensation

 

Stock-based Compensation

 

Stock-based compensation expense is recognized over the vesting period of the stock-based grant based on the estimated grant date value of the stock-based compensation that is expected to vest.  Information on the determination of the estimated value of stock-based awards used to calculate stock-based compensation expense is included in Note 12 to these Consolidated Financial Statements, “Stock-Based Compensation.”

 

Loss Contingencies

Loss Contingencies

 

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

 

Financial Instruments With Off-Balance Sheet Risk

Financial Instruments with Off-Balance Sheet Risk

 

In the ordinary course of business, the Bank has entered into off-balance sheet financial arrangements consisting of commitments to extend credit and standby letters of credit.  The Bank has not incurred any losses on its commitments during the past three years and has not recorded a reserve for its commitments.

 

Advertising costs

Advertising costs

 

Advertising costs are expensed as incurred.

 

New Accounting Standards

New Accounting Standards

 

The following significant accounting pronouncements effective for the Company in 2014:

 

Accounting Standards Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  The objective of this ASU is to eliminate diversity in practice for presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  The main provision states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward.  This ASU is effective for fiscal years and interim periods within those years, beginning after December 15, 2013 and did not have a material impact on the Company’s financial statements.