5.3 Presentation and Disclosure Requirements for Intangible Assets
Sections 5.3.1 through 5.3.10
address the presentation and disclosure requirements for intangible assets.
5.3.1 Balance Sheet Presentation
ASC 350-30
45-1 At a minimum, all
intangible assets shall be aggregated and presented as a
separate line item in the statement of financial
position. However, that requirement does not preclude
presentation of individual intangible assets or classes
of intangible assets as separate line items.
In accordance with ASC 350-30-45-1, an entity may elect to
aggregate all of its intangible assets and present them as a single line item on
the balance sheet or may elect to present individual intangible assets or
classes of intangible assets separately. However, SEC registrants must comply
with the requirements in paragraphs 15 and 16 of SEC Regulation S-X, Rule 5-02, which
state the following regarding presentation of intangible assets:
Intangible assets. State separately each class of
such assets which is in excess of five percent of the total assets,
along with the basis of determining the respective amounts. Any
significant addition or deletion shall be explained in a note.
Accumulated depreciation and amortization of
intangible assets. The amount is to be set forth separately in
the balance sheet or in a note thereto.
An entity should also appropriately classify intangible assets as either current
or noncurrent in accordance with ASC 210. In our experience, presentation of
intangible assets as current is infrequent. In addition, it is not appropriate
to reclassify a portion of an intangible asset to current (i.e., the portion
representing the current year’s amortization) when classifying the remainder of
the asset as noncurrent.
5.3.2 Income Statement Presentation
ASC 350-30
45-2 The amortization
expense and impairment losses for intangible assets
shall be presented in income statement line items within
continuing operations as deemed appropriate for each
entity.
45-3 Paragraphs 350-30-35-9
through 35-12 and 350-30-35-15 through 35-17 require
that an intangible asset be tested for impairment when
it is determined that the asset shall no longer be
amortized or shall begin to be amortized due to a
reassessment of its remaining useful life. An impairment
loss resulting from that impairment test shall not be
recognized as a change in accounting principle.
Under ASC 350-30-45-2, the amortization expense related to
finite-lived intangible assets, as well as any impairment losses related to
intangible assets, should be ”presented in income statement line items within
continuing operations as deemed appropriate for each entity.” Amortization
expense may be separately presented on the face of the income statement or may
be included in the income statement line item to which it is related. We believe
that if the underlying intangible asset is used in the entity’s operations, the
related amortization expense should be included in the determination of
operating income. If not reported separately in the income statement, total
amortization expense for the period must be disclosed in the notes to the
financial statements.
The SEC staff has emphasized that in determining the appropriate income statement
presentation of intangible asset amortization expense and impairment losses,
entities should consider both (1) cost of sales and (2) selling, general, and
administrative expenses. Accordingly, classification under a general caption,
such as "amortization expense," even if within continuing operations, may not be
deemed appropriate.
Factors for entities to consider in determining the appropriate income statement
classification of intangible asset amortization expense should include, but are
not limited to, the function of the intangible asset and the requirements of
SEC Regulation S-X, Rule
5-03. For example, if the entity acquires a patent necessary
to produce goods for sale, the amortization expense related to the patent would
generally be presented as a component of cost of sales or a similar expense
category.
Regarding the appropriate income statement classification of amortization expense
for intangible assets associated with acquired technology marketed to others,
the SEC staff refers to the guidance in ASC 985-20-45-1, which addresses the
amortization expense presentation of capitalized software costs. ASC 985-20-45-1
indicates that “[b]ecause amortization expense of capitalized software costs
relates to a software product that is marketed to others, the expense shall be
charged to cost of sales or a similar expense category.”
5.3.3 Disclosures in the Period of Acquisition
ASC 350-30
50-1 For intangible assets
acquired either individually or as part of a group of
assets (in either an asset acquisition, a business
combination, or an acquisition by a not-for-profit
entity), all of the following information shall be
disclosed in the notes to financial statements in the
period of acquisition:
- For intangible assets subject
to amortization, all of the following:
- The total amount assigned and the amount assigned to any major intangible asset class
- The amount of any significant residual value, in total and by major intangible asset class
- The weighted-average amortization period, in total and by major intangible asset class.
- For intangible assets not subject to amortization, the total amount assigned and the amount assigned to any major intangible asset class.
- The amount of research and development assets acquired in a transaction other than a business combination or an acquisition by a not-for-profit entity and written off in the period and the line item in the income statement in which the amounts written off are aggregated.
- For intangible assets with renewal or extension terms, the weighted-average period before the next renewal or extension (both explicit and implicit), by major intangible asset class.
This information also shall be disclosed separately for
each material business combination or acquisition by a
not-for-profit entity or in the aggregate for
individually immaterial business combinations or
acquisitions by a not-for-profit entity that are
material collectively if the aggregate fair values of
intangible assets acquired, other than goodwill, are
significant.
Pending Content (Transition Guidance: ASC
805-60-65-1)
50-1 For intangible assets acquired
either individually or as part of a group of
assets (in asset acquisition, a business
combination, acquisition by a not-for-profit
entity, or a joint venture formation), all of the
following information shall be disclosed in the
notes to financial statements in the period of
acquisition:
- For intangible assets subject to amortization,
all of the following:
- The total amount assigned and the amount assigned to any major intangible asset class
- The amount of any significant residual value, in total and by major intangible asset class
- The weighted-average amortization period, in total and by major intangible asset class.
- For intangible assets not subject to amortization, the total amount assigned and the amount assigned to any major intangible asset class.
- The amount of research and development assets acquired in a transaction other than a business combination, an acquisition by a not-for-profit entity, or a joint venture formation and written off in the period and the line item in the income statement in which the amounts written off are aggregated.
This information also shall be disclosed
separately for each material business combination
or acquisition by a not-for-profit entity or in
the aggregate for individually immaterial business
combinations or acquisitions by a not-for-profit
entity that are material collectively if the
aggregate fair values of intangible assets
acquired, other than goodwill, are
significant.
5.3.4 Disclosures for Each Period for Which a Statement of Financial Position Is Presented
ASC 350-30
50-2 The following
information shall be disclosed in the financial
statements or the notes to financial statements for each
period for which a statement of financial position is
presented:
- For intangible assets subject to amortization,
all of the following:
- The gross carrying amount and accumulated amortization, in total and by major intangible asset class
- The aggregate amortization expense for the period
- The estimated aggregate amortization expense for each of the five succeeding fiscal years.
- For intangible assets not subject to amortization, the total carrying amount and the carrying amount for each major intangible asset class
- The entity's accounting policy on the treatment of costs incurred to renew or extend the term of a recognized intangible asset
- For intangible assets that have been renewed or
extended in the period for which a statement of
financial position is presented, both of the
following:
- For entities that capitalize renewal or extension costs, the total amount of costs incurred in the period to renew or extend the term of a recognized intangible asset, by major intangible asset class
- The weighted-average period before the next renewal or extension (both explicit and implicit), by major intangible asset class.
Example 13 (see paragraph 350-30-55-39)
illustrates these disclosure requirements.
5.3.5 Disclosures Related to Impairment Losses
ASC 350-30
50-3 For each impairment
loss recognized related to an intangible asset, all of
the following information shall be disclosed in the
notes to financial statements that include the period in
which the impairment loss is recognized:
- A description of the impaired intangible asset and the facts and circumstances leading to the impairment
- The amount of the impairment loss and the method for determining fair value
- The caption in the income statement or the statement of activities in which the impairment loss is aggregated
- If applicable, the segment in which the impaired intangible asset is reported under Topic 280.
50-3A A nonpublic entity is
not required to disclose the quantitative information
about significant unobservable inputs used in fair value
measurements categorized within Level 3 of the fair
value hierarchy required by paragraph 820-10-50-2(bbb)
that relate to the financial accounting and reporting
for an indefinite-lived intangible asset after its
initial recognition.
5.3.6 Disclosures About Fair Value Measurements
In accordance with ASC 350-30-50-3(b), an entity that recognizes an impairment
loss must disclose “[t]he amount of the impairment loss and the method for
determining fair value.” Accordingly, an entity must provide the fair value
measurement disclosures required by ASC 820-10-50. The level of disclosure
required by ASC 820-10-50 varies depending on whether the fair value measurement
is considered recurring or nonrecurring; however, we believe that when the
disclosures are about impairment loss, the fair value measurement should be
considered nonrecurring (see Section 5.2.6
for more information).
ASC 350-30-50-3A also includes an exception from ASC 820’s
disclosure requirements for nonpublic entities, stating that such entities are
“not required to disclose the quantitative information about significant
unobservable inputs used in fair value measurements categorized within Level 3
of the fair value hierarchy required by paragraph 820-10-50-2(bbb) that relate
to the financial accounting and reporting for an indefinite-lived intangible
asset after its initial recognition.”
5.3.7 Renewal or Extension of an Intangible Asset’s Legal or Contractual Life
ASC 350-30
50-4 For a recognized
intangible asset, an entity shall disclose information
that enables users of financial statements to assess the
extent to which the expected future cash flows
associated with the asset are affected by the entity's
intent or ability (or both intent and ability) to renew
or extend the arrangement.
An entity is required to disclose information about its intent and ability to
renew or extend an intangible asset’s legal or contractual life. See Section 5.3.9 for further discussion of changes
in the expected likelihood of an intangible asset’s renewal or extension.
5.3.8 Certain Significant Estimates
ASC 350-30
50-5
For guidance on determining whether disclosures about an
estimate of the useful life of an intangible asset are
required under paragraph 275-10-50-8, see paragraph
275-10-50-15A.
ASC 275-10-50 requires disclosure of certain risks and
uncertainties. For example, ASC 275-10-50-1 requires disclosures about the
“[u]se of estimates in the preparation of financial statements” and “[c]ertain
significant estimates.” Similarly, ASC 275-10-50-8 states the following:
Disclosure regarding an estimate shall be made when
known information available before the financial statements are issued
or are available to be issued (as discussed in Section 855-10-25)
indicates that both of the following criteria are met:
- It is at least reasonably possible that the estimate of the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events.
- The effect of the change would be material to the financial statements.
Therefore, even if an impairment loss was not recognized in the
reporting period, disclosures may be required if it is reasonably possible that
one or more reporting units might experience an impairment loss in the future
(e.g., the fair value of an indefinite-lived intangible asset was only
marginally higher than its carrying amount as of the date of the last
quantitative impairment test, and it is at least reasonably possible that its
fair value may continue to decline so a material impairment may be recognized in
a future period).
5.3.9 A Change in the Expected Likelihood of Renewal or Extension of an Intangible Asset
ASC 275-10-50-15A states the following:
In determining whether disclosure about an estimate of
the useful life of an intangible asset is required under paragraph
275-10-50-8, the criterion in item (b) of that paragraph shall be
considered met if the effect of either of the following would be
material to the financial statements, either individually or in
aggregate by major intangible asset class:
- A change in the useful life of an intangible
- A change in the expected likelihood of renewal or extension of an intangible asset.
Therefore, an entity would meet the requirement in ASC 275-10-50-8 if either
condition above would be material to the financial statements.
5.3.10 Illustration of Disclosure Requirements
ASC 350-30
Example 13: Illustration of Disclosure
Requirements
55-39 This Example
illustrates the disclosure requirements of paragraphs
350-30-50-1 through 50-3.
55-40 In accordance with
paragraph 350-30-50-2, the following disclosures would
be made by Theta Entity in its December 31, 20X3
financial statements relating to acquired intangible
assets. Theta Entity did not incur costs to renew or
extend the term of acquired intangible assets during the
period ending December 31, 20X3.