13.2 Minimum Disclosures
ASC 718-10-50-2 and 50-2A outline the “minimum information” an
entity must disclose in its annual financial statements to achieve the four
objectives specified in ASC 718-10-50-1.
ASC 718-10
50-2 The following list indicates
the minimum information needed to achieve the objectives in
paragraph 718-10-50-1 and illustrates how the disclosure
requirements might be satisfied. In some circumstances, an
entity may need to disclose information beyond the following
to achieve the disclosure objectives:
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A description of the share-based payment arrangement(s), including the general terms of awards under the arrangement(s), such as:
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The employee’s requisite service period(s) and, if applicable, the nonemployee’s vesting period and any other substantive conditions (including those related to vesting)
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The maximum contractual term of equity (or liability) share options or similar instruments
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The number of shares authorized for awards of equity share options or other equity instruments.
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The method it uses for measuring compensation cost from share-based payment arrangements.
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For the most recent year for which an income statement is provided, both of the following:
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The number and weighted-average exercise prices (or conversion ratios) for each of the following groups of share options (or share units):
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Those outstanding at the beginning of the year
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Those outstanding at the end of the year
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Those exercisable or convertible at the end of the year
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Those that during the year were:01. Granted02. Exercised or converted03. Forfeited04. Expired.
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The number and weighted-average grant-date fair value (or calculated value for a nonpublic entity that uses that method or intrinsic value for awards measured pursuant to paragraph 718-10-30-21) of equity instruments not specified in (c)(1), for all of the following groups of equity instruments:
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Those nonvested at the beginning of the year
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Those nonvested at the end of the year
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Those that during the year were:01. Granted02. Vested03. Forfeited.
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For each year for which an income statement is provided, both of the following:
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The weighted-average grant-date fair value (or calculated value for a nonpublic entity that uses that method or intrinsic value for awards measured at that value pursuant to paragraphs 718-10-30-21 through 30-22) of equity options or other equity instruments granted during the year
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The total intrinsic value of options exercised (or share units converted), share-based liabilities paid, and the total fair value of shares vested during the year.
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For fully vested share options (or share units) and share options expected to vest (or unvested share options for which the employee’s requisite service period or the nonemployee’s vesting period has not been rendered but that are expected to vest based on the achievement of a performance condition, if an entity accounts for forfeitures when they occur in accordance with paragraph 718-10-35-1D or 718-10-35-3) at the date of the latest statement of financial position, both of the following:
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The number, weighted-average exercise price (or conversion ratio), aggregate intrinsic value (except for nonpublic entities), and weighted-average remaining contractual term of options (or share units) outstanding
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The number, weighted-average exercise price (or conversion ratio), aggregate intrinsic value (except for nonpublic entities), and weighted-average remaining contractual term of options (or share units) currently exercisable (or convertible).
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For each year for which an income statement is presented, both of the following (An entity that uses the intrinsic value method pursuant to paragraphs 718-10-30-21 through 30-22 is not required to disclose the following information for awards accounted for under that method):
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A description of the method used during the year to estimate the fair value (or calculated value) of awards under share-based payment arrangements
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A description of the significant assumptions used during the year to estimate the fair value (or calculated value) of share-based compensation awards, including (if applicable):
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Expected term of share options and similar instruments, including a discussion of the method used to incorporate the contractual term of the instruments and grantees’ expected exercise and postvesting termination behavior into the fair value (or calculated value) of the instrument.
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Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.
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Expected dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends.
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Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.
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Discount for postvesting restrictions and the method for estimating it.
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Practical expedient for current price input. A nonpublic entity that elects to apply the practical expedient in paragraphs 718-10-30-20C through 30-20F shall disclose that election.
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An entity that grants equity or liability instruments under multiple share-based payment arrangements shall provide the information specified in paragraph (a) through (f) separately for different types of awards (including nonemployee versus employee) to the extent that the differences in the characteristics of the awards make separate disclosure important to an understanding of the entity’s use of share-based compensation. For example, separate disclosure of weighted-average exercise prices (or conversion ratios) at the end of the year for options (or share units) with a fixed exercise price (or conversion ratio) and those with an indexed exercise price (or conversion ratio) could be important. It also could be important to segregate the number of options (or share units) not yet exercisable into those that will become exercisable (or convertible) based solely on fulfilling a service condition and those for which a performance condition must be met for the options (share units) to become exercisable (convertible). It could be equally important to provide separate disclosures for awards that are classified as equity and those classified as liabilities. In addition, an entity that has multiple share-based payment arrangements shall disclose information separately for different types of awards under those arrangements to the extent that differences in the characteristics of the awards make separate disclosure important to an understanding of the entity’s use of share-based compensation.
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For each year for which an income statement is presented, both of the following:
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Total compensation cost for share-based payment arrangements
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Recognized in income as well as the total recognized tax benefit related thereto
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Capitalized as part of the cost of an asset.
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A description of significant modifications, including:
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The terms of the modifications
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The number of grantees affected
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The total (or lack of) incremental compensation cost resulting from the modifications.
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As of the latest balance sheet date presented, the total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which it is expected to be recognized
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Subparagraph superseded by Accounting Standards Update No. 2016-09
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If not separately disclosed elsewhere, the amount of cash used to settle equity instruments granted under share-based payment arrangements
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A description of the entity’s policy, if any, for issuing shares upon share option exercise (or share unit conversion), including the source of those shares (that is, new shares or treasury shares). If as a result of its policy, an entity expects to repurchase shares in the following annual period, the entity shall disclose an estimate of the amount (or a range, if more appropriate) of shares to be repurchased during that period.
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If not separately disclosed elsewhere, the policy for estimating expected forfeitures or recognizing forfeitures as they occur.
50-2A Another item of minimum
information needed to achieve the objectives in paragraph
718-10-50-1 is the following:
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If not separately disclosed elsewhere, the amount of cash received from exercise of share options and similar instruments granted under share-based payment arrangements and the tax benefit from stock options exercised during the annual period
50-3 Paragraph not used.
50-4 In addition to the information
required by this Topic, an entity may disclose supplemental
information that it believes would be useful to investors
and creditors, such as a range of values calculated on the
basis of different assumptions, provided that the
supplemental information is reasonable and does not lessen
the prominence and credibility of the information required
by this Topic. The alternative assumptions shall be
described to enable users of the financial statements to
understand the basis for the supplemental information.
As discussed in Section 3.4.2.1, entities may issue awards that vest upon the
occurrence of a liquidity event (including an IPO). Such awards contain a vesting
condition that represents a performance condition. An entity does not recognize
compensation cost related to these awards before the liquidity event because a
liquidity event is not considered probable until it occurs. Further, an entity is
not explicitly required to disclose the amount of unrecognized compensation cost
associated with such awards as part of the minimum information it must provide under
ASC 718-10-50-2 (see discussion below). This is because disclosures of unrecognized
compensation cost are related only to awards that are “expected to vest” in
accordance with ASC 718-10-50-2(i).1
Although ASC 718-10-50-2 does not explicitly require entities to provide this
information, the SEC staff frequently requests that they disclose the amount of
unrecognized compensation cost for awards with a performance condition that will
vest (or begin vesting) upon the occurrence of an associated IPO when such entities
are filing an IPO registration statement with the SEC. Accordingly, entities should
disclose this information when incorporating financial statements into an IPO
registration statement.
Footnotes
1
Under ASC 718-10-50-2(i), an entity must disclose “[a]s of
the latest balance sheet date presented, the total compensation cost related
to nonvested awards not yet recognized and the weighted-average period over
which it is expected to be recognized.” We are aware of entities that
interpret this guidance to require disclosure of unrecognized compensation
cost only for awards for which vesting is probable (and, therefore, awards
for which compensation cost is expected to be recognized).