1.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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CONSOLIDATION
The financial statements include the accounts of Maui Land
& Pineapple Company, Inc. and its principal subsidiary Kapalua Land Company, Ltd. and other subsidiaries (collectively, the “Company”). The Company’s principal operations include the development, sale and leasing of real estate, water and waste transmission services, and the management of a private club membership program at the Kapalua Resort. Significant intercompany balances and transactions have been eliminated.
COMPREHENSIVE
INCOME
Comprehensive
income includes all changes in stockholders’ equity, except those resulting from capital stock transactions. Comprehensive income includes adjustments to the Company’s defined benefit pension plan obligations.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Receivables are recorded net of an allowance for doubtful accounts. The Company estimates future write-offs based on delinquencies, credit ratings, aging trends, and historical experience. The Company believes the allowance for doubtful accounts is adequate to cover anticipated losses; however, significant deterioration in any of the aforementioned factors or in general economic conditions could change these expectations, and accordingly, the Company
’s financial condition and/or its future operating results could be materially impacted. Credit is extended after evaluating creditworthiness and
no
collateral is generally required from customers.
ASSETS HELD FOR SALE
Assets are
classified as held for sale when management approves and commits to a plan to sell the property; the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale of the property is probable and is expected to be completed within
one
year; the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale are stated at the lower of net book value or estimated fair value less cost to sell.
DEFERRED DEVELOPMENT COSTS
Deferred development costs consist primarily of design, entitlement and permitting fees and real estate development costs related to various planned projects.
Deferred development costs are written off if management decides that it is
no
longer probable that the Company will proceed with the related development project. There were
no
impairments in deferred development costs in
2017
or
2016.
PROPERTY AND DEPRECIATION
Property is stated at cost. Major replacements, renewals and betterments are capitalized while maintenance and repairs that do
not
improve or extend the life of an asset are charged to expense as incurred. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are written off and the resulting gains or losses are included in income. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method generally over
three
to
40
years.
LONG-LIVED ASSETS
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. When such events or changes occur, an estimate of the future cash flows expected to result from the use of the assets and their eventual disposition is made. If the sum of such expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized in an amount by which the assets
’ net book values exceed their fair value. These asset impairment loss analyses require management to make assumptions and apply considerable judgments regarding, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing cost of maintenance and improvements of the assets, and thus, the accounting estimates
may
change from period to period. If management uses different assumptions or if different conditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted. There were
no
impairments in long-lived assets in
2017
or
2016.
ACCRUED RETIREMENT BENEFITS
The Company
’s policy is to fund retirement benefit costs at a level at least equal to the minimum amount required under federal law, but
not
more than the maximum amount deductible for federal income tax purposes.
The under
-funded status of the Company’s defined benefit pension plans is recorded as a liability in its balance sheet and changes in the funded status of the plans are recorded in the year in which the changes occur, through comprehensive income. A pension asset or liability is recognized for the difference between the fair value of plan assets and the projected benefit obligation as of year-end.
Deferred compensation plans for certain
former management employees provide for specified payments after retirement. A liability has been recognized based on the present value of estimated payments to be made.
REVENUE RECOGNITION
Overview
Real estate revenues are recognized in the period in which sufficient cash has been received, collection of the balance is reasonably assured and risks of ownership have passed to the buyer.
Sal
es of real estate assets that are considered central to the Company’s ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in the Company’s consolidated statements of income and comprehensive income. Sales of real estate assets that are considered peripheral or incidental transactions to the Company’s ongoing major or central operations are reflected as net gains or losses in the Company’s consolidated statements of income and comprehensive income.
If the sale of a real estate asset represents a strategic shift that has, or will have, a major
effect on the Company’s operations, such as the discontinuance of a business segment, then the operations of the property, including any interest expense directly attributable to it, are classified as discontinued operations, and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. The disposal of an individual property generally will
not
represent a strategic shift and, therefore, will typically
not
meet the criteria for classification as discontinued operations.
Lease revenues are recognized on a straight-line basis over the terms of the leases. Also included in lease income are certain percentage rents determined in accordance with the terms of the leases. Lease income arising from tenant rents that are contingent upon the sales of the tenant exceeding a defined threshold are recognized only after the defined sales thresholds are achieved.
Other revenues are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.
Deferred revenues from annual dues received from the private club membership program at the Kapalua Resort are recognized on a straight-line basis over
one
year.
Recent
a
ccounting
p
ronouncements
– Lease Accounting
In
February 2016,
the
Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) that sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors). The ASU is effective for the Company
no
later than
January 1, 2019,
with early adoption permitted. The ASU requires the Company to identify lease and nonlease components of a lease agreement. This ASU will govern the recognition of revenue for lease components. Revenue related to nonlease components under our lease agreements will be subject to the new revenue recognition standard effective upon adoption of the new lease accounting standard. The Company expects to adopt the new lease accounting standard on
January 1, 2019.
The lease ASU requires the use of the modified retrospective transition method and does
not
allow for a full retrospective approach. Based on the required adoption date of
January 1, 2019
for the Company, the modified retrospective method for this ASU requires application of the standard to all leases that exist at, or commence after,
January 1, 2017 (
the beginning of the earliest comparative period presented in the
2019
financial statements), with a cumulative adjustment to the opening balance of retained earnings on
January 1, 2017,
for the effect of applying the standard at the date of initial application, and restatement of the amounts presented prior to
January 1, 2019.
The FASB has also issued a proposed amendment to the lease ASU that would provide an entity an optional transition method to initially account for the impact of the adoption of the new lease ASU with a cumulative adjustment to retained earnings on
January 1, 2019 (
the effective date of the ASU), rather than
January 1, 2017,
which would eliminate the need to restate amounts presented prior to
January 1, 2019.
Under the lease ASU, an entity
may
elect a practical expedient package, which allows for the following:
•
An entity need
not
reassess whether any expired or existing contracts are or contain leases;
•
An entity need
not
reassess the lease classification for any expired or existing leases; and
•
An entity need
not
reassess initial direct costs for any existing leases.
These
three
practical expedients are available as a single election that must be elected as a package and must be consistently applied to all existing leases at the date of adoption. The FASB has also tentatively noted in Board meeting minutes of
May 2017
that lessors that adopt this package of practical expedients are
not
expected to reassess expired or existing leases at the date of initial application, which is
January 1, 2017
under the ASU, or
January 1, 2019,
if the Company elect
s the optional transition method. The FASB noted that the transition provisions generally enable entities to “run off” their existing leases for the remainder of the lease term, which would effectively eliminate the need to calculate a cumulative adjustment to the opening balance of retained earnings.
The FASB has also clarified that the lease ASU will require an assessment of whether a land easement meets the definition of a lease under the new lease ASU. An entity with land easements that are
not
accounted for as leases under the current lease accounting standards, however,
may
elect a practical expedient to exclude those land easements from assessment under the new lease accounting standards. The new lease ASU will be applied to all land easement arrangements entered into or modified on and after the ASU effective date.
Lessor accounting
The Company recognized revenue from our lease agreements aggregating
$5.5
million for the year ended
December 31, 2017.
This revenue consisted primarily of rental revenue, percentage rental revenue, and tenant recoveries.
Under current accounting standards, the Company recognizes rental revenue from
its operating leases on a straight-line basis over the respective lease terms. The Company commences recognition of rental revenue at the date the property is ready for its intended use and the tenant takes possession of or controls the physical use of the property.
Under current accounting standards, tenant recoveries related to payments of real estate taxes, insurance, utilities, repairs and maintenance, common area expenses, and other operating expenses are considered lease components. The Company recognize
s these tenant recoveries as revenue when services are rendered in an amount equal to the related operating expenses incurred that are recoverable under the terms of the applicable lease.
Under the lease ASU, each lease agreement will be evaluated to identify the lease components and nonlease components at lease inception. The total consideration in the lease agreement will be allocated to the lease and nonlease components based on their relative standalone selling prices. Lessors will continue to recognize the lease revenue component using an approach that is substantially equivalent to existing guidance for operating leases (straight-line basis).
The Company ha
s
not
completed the analysis of this ASU. If the proposed practical expedient mentioned above is adopted and the Company elects it, the Company expects tenant recoveries that qualify as nonlease components to be presented under a single lease component presentation. However, without the proposed practical expedient, the Company expects that its tenant recoveries would be separated into lease and nonlease components. Tenant recoveries that qualify as lease components, which relate to the right to use the leased asset (e.g., property taxes, and insurance), would be accounted for under the new lease ASU. Tenant recoveries that qualify as nonlease components, which relate to payments for goods or services that are transferred separately from the right to use the underlying asset, including tenant recoveries related to payments for maintenance activities and common area expenses, would be accounted for under the new revenue recognition ASU upon adoption of the new lease ASU.
Tenant recoveries that are categorized as lease components will generally be variable consideration with revenue recognized as the recoverable services are provided. Tenant recoveries that are categorized as nonlease components will be recognized at a point in time or over time based on the pattern of transfer of the underlying goods or services to
the tenants.
Costs to execute leases
The new
lease ASU will require that lessors and lessees capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease (e.g. commissions paid to leasing brokers). Under the new lease ASU, allocated payroll costs and other costs such as legal costs incurred as part of the leasing process prior to the execution of a lease will
no
longer qualify for classification as initial direct costs but will instead be expensed as incurred. During the year ended
December 31, 2017,
the Company did
not
capitalize such costs. Under the new lease ASU, these costs will be expensed as incurred. However, the Company will have the option, under the practical expedient provided by the lease ASU, to continue to amortize previously capitalized initial direct costs incurred prior to the adoption of the ASU.
Lessee accounting
Under the new lease ASU, lessees are required to apply a dual approach by classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, which corresponds to a similar evaluation performed by the lessor. In addition to this classification, a lessee is also required to recognize a right-of-use asset and a lease liability for all leases with a term of greater than
12
months regardless of their classification, whereas a lessor is
not
required to recognize a right-of-use asset and a lease liability for any operating leases. Leases with a lease term of
12
months or less will be accounted for similar to existing guidance for operating leases.
The ASU requires the recognition of a right-of-use asset and a related liability to account for
the Company’s future obligations under the office and equipment lease arrangements for which the Company is the lessee. For the year ended
December 31, 2017,
the Company recognized rent expense of approximately
$50,000
for these leases. As of
December 31, 2017,
the remaining contractual payments under the office and equipment leases are
$34,000.
All of the aforementioned leases for which the Company is the lessee are currently classified as operating leases, and therefore, the Company will have the option, under the practical expedients provided by the lease ASU, to continue to classify these leases as operating leases upon adoption of the ASU. If the Company selects this practical expedient, it would apply to all of the leases, whether the Company is the lessee or the lessor. The Company is still evaluating the impact to the consolidated financial statements from the initial recognition of each lease liability upon adoption and the pattern of recognition of lease expense subsequent to adoption.
Recent
a
ccounting
p
ronouncements
– Revenue Recognition
In
May 2014,
the FASB issued an ASU on recognition of revenue arising from contracts with customers, as well as recognition of gains and losses from the transfer of nonfinancial assets in contracts with noncustomers, and subsequently, it issued additional guidance that further clarified the ASU. The revenue recognition ASU has implications for all revenues, excluding those that are under the specific scope of other accounting standards, such as revenue associate
d with leases (described above). The Company’s revenues for the year ended
December 31, 2017,
that would have been subject to the revenue recognition ASU had it been effective during the period, were as follows (in thousands):
Real estate
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|
Sales
|
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$
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13,681
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|
Commissions
|
|
|
894
|
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Utilities
|
|
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3,153
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Resort amenities and other
|
|
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1,122
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Total
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$
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18,850
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The core principle underlying the revenue recognition ASU is that an entity will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in such exchange. This will require entities to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
A customer is distinguished from a noncustomer by the nature of the goods or services that are transferred. Customers are provided with goods or services that are generated by a company
’s ordinary output activities, whereas noncustomers are provided with nonfinancial assets that are outside of a company’s ordinary output activities. This distinction
may
not
significantly change the pattern of income recognition, but will determine whether that income is classified as revenue (contracts with customers) or other gains/losses (contracts with noncustomers) in the Company’s financial statements.
The ASU will require the use of a new
five
-step model to recognize revenue from customer contracts. The
five
-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will
not
occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company
satisfies the performance obligation.
An entity will also be required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for the arrangement as a principal or agent. Principal arrangements, where the entity controls the goods or services provided, will result in the recognition of the gross amount of consideration expected in the exchange. Agent arrangements, where the entity simply arranges but does
not
control the goods or services being transferred to the customer, will result in the recognition of the net amount the entity is entitled to retain in the exchange.
Upon adoption of the new lease ASU in
2019,
the Company
may
be required to classify its tenant recoveries into lease and nonlease components, whereby the nonlease components would be subject to the revenue recognition ASU, pending the resolution of the proposed amendment issued by the FASB in
January 2018.
Property services categorized as nonlease components that are reimbursed by the Company’s tenants
may
need to be presented on a net basis if it is determined that the Company held an agent arrangement.
The revenue r
ecognition ASU is effective on
January 1, 2018.
Entities can use either a full retrospective or modified retrospective method to adopt this ASU. Under the full retrospective method, all periods presented will be restated upon adoption to conform to the new standard and a cumulative adjustment for effects on periods prior to
2016
will be recorded to retained earnings as of
January 1, 2016.
Under the modified retrospective approach, prior periods are
not
restated to conform to the new standard. Instead, a cumulative adjustment for effects of applying the new standard to periods prior to
2018
is recorded to retained earnings as of
January 1, 2018.
Additionally, incremental footnote disclosures are required to present the
2018
revenues under the prior standard. Under the modified retrospective method, an entity
may
also elect to apply the standard to either (i) all contracts as of
January 1, 2018,
or (ii) only to contracts that are
not
completed as of
January 1, 2018.
The Company has elected to adopt the revenue recognition ASU using the modified retrospective method.
The Company further elected to apply this new ASU only to contracts
not
completed as of
January 1, 2018.
For all contracts within this scope, the Company recognized
revenues totaling
$18.9
million for the year ended
December 31, 2017.
The Company evaluated the revenue recognition for all contracts within this scope under existing accounting standards and under the new revenue recognition ASU and confirmed that there were
no
differences in the amounts recognized or the pattern of recognition. Therefore, the adoption of this ASU did
not
result in an adjustment to our retained earnings on
January 1, 2018.
OPERATING COSTS AND EXPENSES
Real estate, leasing, utilities, resort amenities, and general and administrative costs and expenses are reflected exclusive of depreciation and pension and other post-retirement expenses.
INCOME TAXES
The Company accounts for uncertain tax positions in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic
740.
This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return (Note
8
).
The Company
’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A valuation allowance is established for deferred income tax assets if management believes that it is more likely than
not
that some portion or all of the asset will
not
be realized through future taxable income.
The Company recognizes accrued interest related to unrecognized tax benefits as interest expense and penalties in general and administrative expenses in its consolidated statements of income and comprehensive income and such amounts are included in income taxes payable on the Company’s consolidated balance sheets.
The Tax Cuts and Jobs Act of
2017
(TCJA) was signed into law on
December 22, 2017.
The law includes significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from
35%
to
21%,
limitations on the deductibility of interest expense and executive compensation, and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. The Company is applying the guidance in Securities and Exchange Commission Staff Accounting Bulletin (SAB)
118
, Income Tax Accounting Implications of the Tax Cuts and Jobs Act
, which provides guidance on applying FASB Accounting Standards Codification (ASC)
740,
Income Taxes, if the accounting for certain income tax effects of the TCJA are incomplete by the time the financial statements are issued for a reporting period. Specifically, SAB
118
permits companies to use reasonable estimates and provisional amounts for some line items for taxes when preparing year-end
2017
financial statements. Additional disclosures required by SAB
118
are included in Note
8.
SHARE
-BASED COMPENSATION PLANS
The Company accounts for share-based compensation, including grants of shares of common stock, as compensation expense over the service period (generally the vesting period) in the financial statements based on their fair values. The impact of forfeitures that
may
occur prior to vesting is estimated and considered in the amount recognized.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Future actual amounts could differ from these estimates.
RISKS AND UNCERTAINTIES
Factors that could adversely impact the Company
’s future operations or financial results include, but are
not
limited to the following: periods of economic weakness and uncertainty in Hawaii and the mainland United States; high unemployment rates and low consumer confidence; uncertainties and changes in U.S. social, political, regulatory and economic conditions or laws and policies resulting from changes in the U.S. presidential administration and concerns surrounding ongoing developments in the European Union, Middle East, and Asia; the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; risks related to the Company’s investments in real property, the value and salability of which could be impacted by the economic factors discussed above or other factors; the popularity of Maui in particular and Hawaii in general as a vacation destination or
second
-home market; increased energy costs, including fuel costs, which affect tourism on Maui and Hawaii generally; untimely completion of land development projects within forecasted time and budget expectations; inability to obtain land use entitlements at a reasonable cost or in a timely manner; unfavorable legislative decisions by state and local governmental agencies; the cyclical market demand for luxury real estate on Maui and in Hawaii generally; increased competition from other luxury real estate developers on Maui and in Hawaii generally; failure of future joint venture partners to perform in accordance with their contractual agreements; environmental regulations; acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters; the Company’s location apart from the mainland United States, which results in the Company’s financial performance being more sensitive to the aforementioned economic risks; failure to comply with restrictive financial covenants in the Company’s credit arrangements; and an inability to achieve the Company’s short and long-term goals and cash flow requirements.
NEW ACCOUNTING PRONOUNCEMENTS
In
March 2016,
FASB issued ASU
No.
2016
-
09,
Compensation-Stock Compensation. This ASU simplifies the accounting for share-based payment transactions, including income taxes, classification of awards, and classification on the statement of cash flows. This ASU became effective for the Company in
2017
and did
not
have a material effect on its financial statements.
In
June 2016,
FASB issued ASU
No.
2016
-
13,
Financial Instruments-Credit Losses. This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of information to determine credit loss estimates. This ASU will be effective for annual reporting periods beginning after
December 15, 2019
for public business entities. The Company is in the process of assessing the impact of ASU
No.
2016
-
13
on its financial statements.
In
August 2016,
FASB issued ASU
No.
2016
-
15,
Statement of Cash Flows. This ASU aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU will be effective for public business entities for annual reporting periods beginning after
December 15, 2017.
The Company is in the process of assessing the impact of ASU
No.
2016
-
15
on its financial statements.
In
October 2016,
FASB issued ASU
No.
2016
-
16,
Income Taxes. This ASU simplifies the recognition of intra-entity income tax consequences when an asset other than inventory is transferred. This ASU will be effective for annual reporting periods beginning after
December 15, 2017
for public business entities. The Company is in the process of assessing the impact of ASU
No.
2016
-
16
on its financial statements.
In
November 2016,
FASB issued ASU
No.
2016
-
18,
Statement of Cash Flows-Restricted Cash. This ASU addresses the diversity in the classification and presentation of changes in restricted cash in the statement of cash flows. This ASU will be effective for annual reporting periods beginning after
December 15, 2017
for public business entities. The Company is in the process of assessing the impact of ASU
No.
2016
-
18
on its financial statements.
In
December 2016,
FASB issued ASU
No.
2016
-
20,
Technical Corrections and Improvements to Topic
606,
Revenue from Contracts with Customers. This ASU summarizes the various amendments that serve to clarify the codification or to correct unintended application of guidance. This ASU will be effective for annual reporting periods beginning after
December 15, 2017
. The Company is in the process of assessing the impact of ASU
No.
2016
-
19
on its financial statements.
In
March 2017,
FASB issued ASU
No.
2017
-
07,
Compensation-Retirement Benefits. This ASU aims
to improve the presentation of the net periodic pension cost and net periodic postretirement benefit cost by requiring the reporting of the service cost component in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This ASU will be effective for public business entities for annual periods beginning after
December 15, 2017.
The Company is in the process of assessing the impact of ASU
No,
2017
-
07
on its financial statements.
In
May 2017,
the FASB issued ASU
No.
2017
-
09,
Compensation-Stock Compensation (T
opic
718
) Scope of Modification Accounting. This ASU clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic
718.
The standard is effective for interim and annual reporting periods beginning after
December 15, 2017,
with early adoption permitted. The Company is in the process of assessing the impact of ASU
No,
2017
-
09
on its financial statements.
NET
INCOME PER COMMON SHARE
Basic net income
per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares from share-based compensation arrangements had been issued.
Potentially dilutive shares arise from non-qualified stock options to purchase common stock and non-vested restricted stock. The treasury stock method is applied to determine the number of potentially dilutive shares for non-vested restricted stock and stock options assuming that the shares of non-vested restricted stock are issued for an amount based on the grant date market price of the shares and that the outstanding stock options are exercised.
|
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Year Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Basic and diluted
|
|
|
18,995,274
|
|
|
|
18,923,622
|
|
Potentially dilutive
|
|
|
27,500
|
|
|
|
26,822
|
|