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SALON MEDIA GROUP INC - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations

June 27, 2014

Overview

Salon is an online news and social networking company and an Internet publishing pioneer offering a fresh and progressive voice in the rapidly growing Internet landscape. Our award-winning journalism combines original investigative stories and provocative personal essays along with quick-take commentary and staff-written articles about politics, technology, culture and entertainment. Committed to interactivity, we host a social network for bloggers called Open Salon, and support an active commenting system that allows readers to respond to content. In editorial product we balance two crucial missions: (1) providing original and provocative content on topics that the mainstream media overlook, and (2) filtering through the media chatter and clutter to help readers find the stories that matter. Sources of Revenue Most of Salon's net revenues are derived from advertising from the sale of promotional space on its Website. The sale of promotional space is generally for less than ninety days in duration. Advertising units sold include "rich media", a term commonly used to describe interactive multi-media and streaming advertisements, as well as traditional "banner" and "pop-up" advertisements. In addition, Salon generates revenue from referring users to third party websites. For fiscal year 2014, referral fees totaled $0.41 million, a significant increase from $0.05 million for fiscal year 2013. We also generated nominal revenue from the licensing of content that previously appeared in Salon. Salon previously derived a significant portion of its net revenues from its subscription program. This source of revenue has been decreasing since 2004 when paid subscriptions peaked at approximately 89,100 and have since decreased to approximately fewer than 8,000 as of March 31, 2013. As a result, new subscriptions and renewals have no longer been accepted since June 2012 and the wind down of the subscription service will be completed in fiscal year 2015. In addition, in June 2012, Salon refocused its strategy on its core Salon.com website, and decided to restructure and eliminate certain non-core initiatives. As a result, Salon laid-off staff associated with The Well, its online discussion forum. On September 20, 2012, Salon entered into and consummated The Well Asset Sale.



Our total net revenue and the sources thereof for the years ended March 31, 2014, 2013 and 2012 were as follows (in thousands):

Year Ended March 31, 2014 2013 2012 Amount % Amount % Amount % Advertising $ 5,534 92 % $ 3,320 91 % $ 3,010 87 % Subscription Program 27 1 % 226 6 % 355 10 % All Other 443 7 % 95 3 % 112 3 % 23

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Operating Expenses



Production and content expenses consist primarily of salaries and related expenses for Salon's editorial and production staff, payments to freelance writers and artists, bandwidth costs associated with serving pages and hosting our online communities on our Website and ad serving costs.

Sales and marketing expenses consist primarily of salaries, commissions and related personnel costs, travel, and other costs associated with Salon's sales force and our business development efforts. It also includes marketing promotions.

Technology expenses consist primarily of salaries and related personnel costs associated with the development, testing and enhancement of our software to manage our Website, as well as to support our marketing and sales efforts.

General and administrative expenses consist primarily of salaries and related personnel costs, accounting and legal fees, rents, and other fees associated with operating a publicly traded company. Certain shared overhead expenses are allocated to other departments. Critical Accounting Policies The preparation of financial statements in conformity with GAAP requires Salon to utilize accounting policies and make estimates and assumptions that affect our reported amounts. Salon's significant accounting policies are described in Note 2 to the consolidated financial statements included elsewhere in this Annual Report. We believe accounting policies and estimates related to revenue recognition and accounting for debt and equity are the most critical to our financial statements. Future results may differ from current estimates if different assumptions or conditions were to prevail. Stock Based Compensation Salon recognizes the fair value of stock awards on a straight-line basis over the requisite service period of the award, which is the standard vesting term of four years. Salon recognized stock-based compensation expense of $134,000, $156,000 and $311,000 during the years ended March 31, 2014, 2013 and 2012, respectively. As of March 31, 2014, Salon had an aggregate of $263,000 of stock-based compensation remaining to be amortized to expense over the remaining requisite service period of the underlying awards. Salon currently expects this stock-based compensation balance to be amortized as follows: $156,000 during fiscal year 2015; $86,000 during fiscal year 2016; $18,000 during fiscal year 2017; and $3,000 during fiscal year 2018. The expected amortization reflects only outstanding stock option awards as of March 31, 2014. We expect to continue to issue stock-based awards to our employees in future periods. The full impact of stock-based compensation in the future is dependent upon, among other things, the timing of when Salon hires additional employees, the effect of new long-term incentive strategies involving stock-based awards in order to continue to attract and retain employees, the total number of stock-based awards granted, the fair value of the stock awards at the time of grant and the tax benefit that Salon may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Salon's stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, Salon's expected stock price volatility over the term of the awards. 24 --------------------------------------------------------------------------------

Liquidity Salon has incurred significant net losses and negative cash flows from operations since its inception. As of March 31, 2014, Salon had an accumulated deficit of $118.7 million. These losses have been funded primarily through the issuance of Common Stock from Salon's initial public offering in June 1999, issuances of Preferred Stock, bank debt, the issuance of convertible notes payable and other advances from related parties. Burr Pilger Mayer, Inc., Salon's independent registered public accounting firm for the years ended March 31, 2014, 2013 and 2012 has included a paragraph in their report indicating that substantial doubt exists as to Salon's ability to continue as a going concern because of Salon's recurring operating losses, negative cash flow and accumulated deficit. Income Taxes Salon has not recorded a provision for federal or state income taxes since inception due to recurring operating losses. As of March 31, 2014, Salon had net operating loss carryforwards of $84.5 million for federal income tax purposes that begin to expire in March 2019, and $36.9 million for State income tax purposes. As Salon has been incurring tax losses, $1.8 million of California net operating loss carryforwards expired as of March 31, 2014, and if Salon were to incur a tax loss for the fiscal year ending March 31, 2015. Utilization of Salon's net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code and similar California State provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization. A valuation allowance has been established and, accordingly, no benefit has been recognized for such operating losses and other deferred tax assets. The net valuation allowance increased $0.7 million during the year ended March 31, 2014 to $31.2 million. Salon believes that, based on a number of factors, the availability of objective evidence creates sufficient uncertainty regarding the realization of the deferred tax assets such that a full valuation allowance has been recorded. These factors include Salon's history of net losses since inception and expected near-term future losses. Revenue Recognition Salon recognizes revenues once persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Revenues are recognized ratably over the period which Salon's obligations are fulfilled. Payments received before Salon's obligations are fulfilled are classified as "deferred revenue" in Salon's consolidated balance sheets. Advertising revenues, derived from the sale of promotional space on its Website, comprised 92%, 91% and 87% of Salon's net revenues for the years ended March 31, 2014, 2013 and 2012 respectively. The duration of the advertisements are generally short term, usually less than ninety days. Revenues derived from such arrangements are recognized during the period the advertising space is provided. Salon's obligations typically include a guaranteed minimum number of impressions. To the extent minimum guaranteed amounts are not achieved, Salon defers recognition of the corresponding revenue until the remaining guaranteed amounts are provided, if mutually agreeable to the advertiser. If these "make good" impressions are not agreeable to the advertiser, no further revenue is recognized. 25

-------------------------------------------------------------------------------- Salon's subscription program, a pay-for-online content service, provides unrestricted access to Salon's content with no banners, pop-ups or site pass advertisements, and includes free magazine subscriptions and other promotional items including books and merchandise, free access to Table Talk, an online forum, and the ability to easily download content in text or PDF format, a convenience that enables readers to view Salon's content when not connected to the Internet. The subscription duration for Salon Premium is generally one year. Non-Salon Premium subscribers can gain access to Salon's content after viewing some form of advertisement. As a result of the continued decline in subscribers, as of June 2012, new subscriptions and renewals are longer be accepted, in anticipation of winding down the Company's subscription service in fiscal year 2015. Salon offered the service The Well as a monthly subscription service for access to online discussion forums until September 2012. Revenue was recognized ratably over the subscription period. The Well's declining subscriber base and aging technology led to a decision in June 2012 to restructure the service. As a result, The Well staff were laid off and current subscriptions were honored but not renewed upon expiration. On September 20, 2012, Salon entered into and consummated The Well Asset Sale. Reclassifications Certain reclassifications, not affecting previously reported net income or loss, have been made to the previously issued consolidated financial statements to conform to the current period presentation. Results of Operations



Fiscal Years Ended March 31, 2014 and 2013

Net Revenues Salon's net revenue from continuing operations increased 65% to $6.0 million for the fiscal year ended March 31, 2014 from $3.6 million for the fiscal year ended March 31, 2013, primarily due to increases in direct sales and remnant advertising revenue, in addition to significant growth in referral fees. Advertising revenues increased 67% to $5.5 million for the fiscal year ended March 31, 2014 from $3.3 million for the fiscal year ended March 31, 2013, primarily due to an increase in direct sales which increased 82% to $3.2 million for the fiscal year ended March 31, 2014 from $1.7 million for the fiscal year ended March 31, 2013. A primary factor in increasing advertising revenues in future periods, including Salon's typically peak third fiscal quarter ending December 31st is attracting more unique visitors to Salon's Website. Attracting more unique Website visitors is important to Salon as they generate page views, which become a potential platform for serving advertisements. Ultimately, Salon charges advertisers based on a set number of impressions viewed by Website visitors. Due to various factors, including concerted efforts to make Salon's content more accessible to readers, a better optimized Website to facilitate appearance in search engine results, and increasing the quantity of content, the average number of unique monthly Website grew by 5% during the fiscal year ended March 31, 2014, to approximately 11.2 million. Aiding the continued growth in unique visitors to Salon's Website is the migration of readers to the Internet from print newspapers. All other sources of revenue were approximately $0.5 million for the fiscal year ended March 31, 2014 and $0.3 million for the fiscal year ended March 31, 2013. This $0.2 million increase was mainly attributed to significant growth in referral fees revenue during the fiscal year ended March 31, 2014.



Production and Content Expenses

Production and content expenses increased 4% to $3.4 million for the fiscal year ended March 31, 2014 from $3.3 million for the fiscal year ended March 31, 2013. The 4% increase primarily reflects editorial staff additions and increased ad serving costs, partially offset by cost savings from the closure of Salon Studio on May 31, 2012. 26

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Sales and Marketing Expenses Sales and marketing expenses increased 26% to $1.9 million during the fiscal year ended March 31, 2014 compared to $1.5 million in the fiscal year ended March 31, 2013. The 26% increase was primarily attributed to commissions from increased sales.



Information Technology Support Expenses

Information technology support expenses increased 15% to approximately $1.5 million during the fiscal year ended March 31, 2014 compared to $1.3 million in the fiscal year ended March 31. 2013. The 15% increase was primarily attributed to higher consulting fees for the development and implementation of new Apple and Android mobile applications, optimization needs and an overall increase in technical staff compensation.



General and Administrative Expenses

General and administrative expenses remained flat at $1.3 million during the fiscal year ended March 31, 2014 from the fiscal year ended March 31, 2013. The overhead savings from the sublet of the Company's former corporate office in San Francisco on December 1, 2012 and from other prior year one-time costs were partially offset by increases in executive compensation during the fiscal year ended March 31, 2014. Separation Expenses Separation expenses during the fiscal year ended March 31, 2014 were nil and for the fiscal year ended March 31, 2013 were $0.2 million. The 100% decrease was due to staff reductions from the prior year closure of Salon Studio on May 31, 2012, the winding down of Salon's subscription service and the asset sale of The Well on September 20, 2012.



Gain from Discontinued Operations

Gain from discontinued operations during the fiscal year ended March 31, 2013 was $0.2 million, representing net profit from the sale of The Well, an online discussion group, on September 20, 2012 for a purchase price of $0.4 million. There was no comparable activity for the fiscal year ended March 31, 2014. Interest Expense Interest expense decreased 82% to approximately $0.04 million during the fiscal year ended March 31, 2014 from $0.2 million in the fiscal year ended March 31, 2013. The 82% decrease was primarily the result of the Company's recapitalization on March 1, 2013 in which all outstanding convertible promissory notes plus interest were exchanged for Common Stock.



Fiscal Years Ended March 31, 2013 and 2012

Net Revenues Salon's net revenue from continuing operations increased 5% to $3.6 million for the fiscal year ended March 31, 2013 from $3.5 million for the fiscal year ended March 31, 2012, primarily due to increases in remnant revenue and referral fees.



Advertising revenues increased 10% to $3.3 million for the fiscal year ended March 31, 2013 from $3.0 million for the fiscal year ended March 31, 2012, mainly due to an increase in third party sales which increased 23% to $1.6 million for the fiscal year ended March 31, 2013 from $1.3 million for the fiscal year ended March 31, 2012.

27 -------------------------------------------------------------------------------- Salon subscription revenues decreased by 36% to $0.2 million for the fiscal year ended March 31, 2013 from $0.4 million for the fiscal year ended March 31, 2012. The decline in Salon subscription revenues recognized for the fiscal year ended March 31, 2013 compared to the fiscal year ended March 31, 2012 was attributable to a substantial reduction in the number of new subscribers. Salon acquired approximately 860 paid one-year subscriptions for the fiscal year ended March 31, 2013 compared to approximately 5,900 for the fiscal year ended March 31, 2012. The number of paid subscribers decreased from approximately 8,100 at March 31, 2012 to less than 8,000 at March 31, 2013. As a result of the continued decline in subscribers, as of June 2012, new subscriptions and renewals are no longer accepted, in anticipation of winding down the Company's subscription service in fiscal year 2015. All other sources of revenue were collectively $0.09 million for the fiscal year ended March 31, 2013 and $0.1 million for the fiscal year ended March 31, 2012. Approximately 50% and 76% of this revenue was derived from subscriptions to The Well, an online discussion forum, for the respective fiscal year. The decrease was mainly attributed to the sale of The Well on September 20, 2012.



Production and Content Expenses

Production and content expenses increased 4% to $3.3 million for the fiscal year ended March 31, 2013 from $3.2 million for the fiscal year ended March 31, 2012. The increase primarily reflected editorial staff additions, increased ad serving and ad revenue shares costs, partially offset by reductions in freelance costs and staff reductions from the closure of Salon Studio on May 31, 2012.



Sales and Marketing Expenses

Sales and marketing expenses remained flat at approximately $1.5 million during the fiscal year ended March 31, 2013 from the fiscal year ended March 31, 2012.

Information Technology Support Expenses

Information technology support expenses increased 34% to $1.3 million during the fiscal year ended March 31, 2013 compared to $1.0 million in the fiscal year ended March 31, 2012. The 34% increase was primarily attributed to higher consulting fees for the development and implementation of new Apple and Android mobile applications, optimization needs and an overall increase in technical staff compensation.



General and Administrative Expenses

General and administrative expenses decreased 24% to $1.2 million during the fiscal year ended March 31, 2013 versus $1.6 million for the fiscal year ended March 31, 2012. The 24% decrease was primarily attributed to a reduction in compensation from the resignation of the former Chief Financial Officer on May 31, 2012, sales and franchise tax refunds and an overall overhead reduction from the sublet of the Company's former corporate office in San Francisco on December 1, 2012. The reduction in general and administrative expense for the fiscal year ended March 31, 2013 was partially offset by increases in legal and audit fees resulting from the Company's recapitalization and asset sale of The Well. Separation Expenses Separation expenses during the fiscal year ended March 31, 2013 were $0.2 million and were nil for the year ended March 31, 2012. The 100% increase was due to staff reductions for the closure of Salon Studio on May 31, 2012, the winding down of Salon's subscription service and the asset sale of The Well on September 20, 2012. 28

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Gain from Discontinued Operations

Gain from discontinued operations during the fiscal year ended March 31, 2013 was $0.2 million, representing net profit from the sale of The Well, an online discussion group, on September 20, 2012 for a purchase price of $0.4 million. There was no comparable activity for the fiscal year ended March 31, 2012. Interest Expense Interest expense decreased 39% to approximately $0.2 million during the fiscal year ended March 31, 2013 from $0.3 million in the fiscal year ended March 31, 2012. The 39% decrease was primarily the result of the Company's recapitalization on March 1, 2013 in which all outstanding convertible promissory notes plus interest were exchanged for Common Stock, and the refund of interest on sales and franchise taxes during the year.



Liquidity and Capital Resources

Net cash used in operations was $2.6 million for the fiscal year ended March 31, 2014, $4.3 million for the fiscal year ended March 31, 2013 and $3.2 million for the fiscal year ended March 31, 2012. The principal use of cash during the fiscal years ended March 31, 2014, 2013 and 2012 was to meet the Company's operating deficits.



Net cash used in investing activities was immaterial for each of the fiscal years ended March 31, 2014, 2013 and 2012 and was used primarily to fund the acquisition of computers and office equipment.

Net cash provided from financing activities was $2.6 million in short-term advances from related parties for the fiscal year ended March 31, 2014. For the fiscal years ended March 31, 2013 and 2012, net cash provided from financing activities was $4.1 million and $3.1 million, respectively, consisting primarily of long-term borrowings from related parties and convertible promissory notes.



Indemnification of Officers and Directors

Salon, as permitted under Delaware law and in accordance with its Bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer is or was serving at Salon's request in such capacity. The term of the indemnification period is for the officer's, or director's lifetime. The maximum amount of potential future indemnification is unlimited; however, Salon maintains a Director and Officer Insurance Policy that limits Salon's exposure and enables Salon to recover a portion of any future amounts paid. As a result of the insurance policy coverage, Salon believes the fair value of these indemnification agreements is minimal. Recapitalization On March 1, 2013, Salon completed the first tranche of its Recapitalization, with the second tranche being finalized on April 18th, 2013. Upon completion of the recapitalization, all of Salon's outstanding convertible notes, related party advances and certain accrued consulting fees (approximately $15.7 million in the aggregate, including interest on the convertible notes payable through February 28, 2013) and substantially all shares of its convertible Preferred Stock were exchanged for an aggregate of 72.87 million shares of Common Stock at a price of $0.35 per share. Outstanding convertible notes plus interest at February 28, 2013 were approximately $3.5 million, all of which was exchanged in the Recapitalization for an aggregate of approximately 10 million shares of common stock. Approximately 20.2% of the convertible notes were held by a non-affiliate of the Company. Outstanding related party advances at February 28, 2013, including accrued consulting fees of $158,000, were approximately $12.1 million, all of which was exchanged in the Recapitalization for approximately 34.7 million shares of Common Stock. 29

-------------------------------------------------------------------------------- As of March 31, 2014, Salon has no outstanding convertible notes and capital leases and does not anticipate entering into similar debt instruments during its year ending March 31, 2015. The following summarizes Salon's contractual obligations as of March 31, 2014, and the effect these contractual obligations are expected to have on Salon's liquidity and cash flows in future periods (in thousands): Payments Due By Period More than 5 Total 1 Year or less 1 - 3 Years 3 - 5 Years Years Operating leases $ 188 $ 128 $ 60 $ - $ - Short-term borrowing 1,000 1,000 - - - Short-term borrowing interest 255 255 - - - Related party advances 2,791 2,791 - - - Total $ 4,234 $ 4,174 $ 60 $ - $ - Capital requirements Salon has a history of significant losses and expects to incur a net loss from operations for its year ending March 31, 2015. Because of past losses, an anticipated loss next year and a history of negative cash flows from operations, Salon's independent registered public accounting firm for the years ended March 31, 2014, 2013 and 2012 have included a paragraph in its reports indicating substantial doubt as to Salon's ability to continue as a going concern. During the last three years, Salon has relied on cash from bank debt, the issuance of convertible notes and related party advances to meet its cash requirements. Based on current cash projections for fiscal year 2015, which contemplate a smaller operating loss, positive cash flow generation in the second half of the year, and takes into account $0.9 million in related party advances received subsequent to year end, Salon estimates it will require approximately $1.5 to $2.0 million in additional funding to meet its operating needs. During fiscal year 2010, in the face of reduced revenues resulting from the recession's impact on advertising budgets, the Company implemented significant organizational changes that lowered its breakeven level. Additional general and administrative cost savings achieved in fiscal years 2011 through 2014 have further reduced fixed costs. On May 31, 2012, after a thorough analysis of operations, a total of six staff from The Well, Salon Studio and Salon subscription services were laid off. On November 1, 2012, the Company reduced the square footage of its former corporate office space in San Francisco, California by 6,218 square feet by subletting its former corporate office and leasing substantially smaller space in San Francisco. However, if planned revenues are less than expected, then Salon will not meet its operating targets and the projected cash shortfall may be higher. Salon is in discussions with potential investors, including related parties, to obtain additional funding, and has engaged an investment banker to facilitate these efforts. There can be no assurance that the Company will be able to raise additional funds on commercially reasonable terms, if at all.



Off-Balance Sheet Arrangements

Salon has no off-balance sheet arrangements.

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Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2013-11, Income Taxes (Topic 740): Presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists (a consensus of the FASB Emerging Issues Task Force) ("ASU 2013-11"). The new guidance requires entities to report an unrecognized tax benefit, or a portion of an unrecognized tax benefit, 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, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The new guidance is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2013. The Company does not expect the new guidance to have a material impact on our consolidated financial statements. In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity " "ASU 2014-08", which changes the requirements for reporting discontinued operations in Subtopic 205-20 "Presentation of Financial Statements - Discontinued Operations." The ASU changes the definition of discontinued operations by limiting discontinued operations reporting to disposals that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not representative of a substantive change in an entity's strategy, are reported in discontinued operations. ASU 2014-08 requires expanded disclosures for discontinued operations designed to provide users of financial statements with more information about the assets, liabilities, revenues, expenses and cash flows related to discontinued operations. ASU 2014-08 also requires an entity to disclose the pretax profit or loss (or change in net assets for a not-for-profit entity) of an individually significant component of an entity that does not qualify for discontinued operations reporting. The amendments in ASU 2014-08 are effective prospectively for fiscal years, and interim periods, beginning after December 15, 2014. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company does not expect the new guidance to have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and the IASB has issued IFRS 15, Revenue from Contracts with Customers. The issuance of these documents completes the joint effort by the FASB and the IASB to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS. The new guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company will continue to evaluate this newly issued guidance.


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