Intangible assets including R&D and software

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What are intangible assets?


Intangible assets are identifiable non-monetary assets without physical substance [IAS38R.8]. Examples of intangible assets include computer software, licences, patents, brands and copyrights [IAS38R.9]. Intangible assets held for sale in the ordinary course of business should be accounted for as inventories or construction contracts [IAS38R.3(a)].

Intangible assets exclude [IAS38R.2-3]:

a) assets held for sale in the ordinary course of business ;
b) deferred tax assets ;
c) assets obtained under a finance lease ;
d) financial assets ;
e) assets arising from employee benefits ;
f) investments in other entities ;
g) the recognition and measurement of exploration and evaluation assets [IFRS6.3];
h) expenditure on the development and extraction of oil, gas, coal, minerals and other similar non-regenerative resources;
i) assets held for sale or included in a disposal group .

Guidance on the treatment of goodwill acquired in a business combination is outside the scope of IAS 38 [IAS38R.3(f)]

Deferred acquisition costs and intangible assets arising in insurance entities are covered by IFRS 4. These items are scoped out of IAS 38R.



Recognition of intangible assets


An intangible asset is recognised when it meets all of the following criteria [IAS38R.10,21]:

a) it is identifiable;
b) the entity has control over the asset;
c) it is probable that economic benefits will flow to the entity; and
d) the cost of the asset can be measured reliably.

Expenditure incurred for the purposes of generating future revenues does not, in itself, create an intangible asset. An intangible asset is recognised if the criteria listed above are met. Where the recognition criteria are not met, costs incurred should be expensed [IAS38R.10].

Identifiability
An intangible asset must be identifiable in order to distinguish it from goodwill (goodwill being the residual in a business combination). Intangible assets are identifiable if they can be sold, transferred, licensed, rented or exchanged separately or together with a related contract, asset or liability. Intangible assets are also identifiable if they arise from contractual or other legal rights, regardless of whether those rights are transferable or separable [IAS38R.11] [IAS38R.12] .

Control
An entity controls an intangible asset if it has the power to obtain the future economic benefits that flow from it and to restrict others' access to those benefits [IAS38R.13].

The ability to control may not necessarily be through the exercise of legal rights but through secrecy, for example, control of the benefits of know-how. However, the absence of legal rights may make it more difficult to demonstrate control [IAS38R.13]. Exchange transactions outside a business combination, for the asset or similar assets can provide evidence that the asset is controlled in the absence of legal rights.

An entity may have a portfolio of customers with which it has built a relationship and from which it expects to obtain benefits. The relationship and any accumulated information are internally generated assets which do not meet the criteria for separate recognition .

Customer relationships or a portfolio of customers purchased outside a business combination would however meet the definition of an intangible asset. The purchase transaction provides evidence that the customer relationship is separable [IAS38R.16] .

An entity is not considered to exercise sufficient control over its workforce for the workforce to be recognised as an intangible asset [IAS38R.15]. Legally enforceable non-compete contracts with key staff may enable an entity to demonstrate that it controls those staff .

Probable flow of economic benefits
The use of an intangible asset may provide benefits in the form of increased revenues, reduced costs or other benefits [IAS38R.17]. The recognition of an intangible asset requires an entity to demonstrate that the receipt of future economic benefits is probable. If this cannot be demonstrated the costs must be expensed .

The probability of future economic benefits should be assessed using reasonable and supportable assumptions based on management's best estimate of the relevant future economic conditions [IAS38R.22].

The probability criterion is always deemed to be met for separately acquired intangibles and for those acquired as part of a business combination [IAS38R.25] [IAS38R.33].


Initial measurement


Initial measurement - separately acquired intangible assets
All intangible assets that meet the recognition criteria should be measured at cost [IAS38R.24]. The cost of an intangible asset is the fair value of the consideration given to acquire the asset or the amount attributed to the asset if initially recognised under another standard, for example IFRS 2, Share-based Payment [IAS38R.8]. The fair value of consideration given to acquire an intangible asset reflects management's expectations about the future economic benefits to be obtained.

All costs necessary to prepare the asset for use in the manner intended by management should be included in the carrying amount of the asset. These costs may include:

a) Employee costs directly attributable to the preparation and installation of the asset;
b) The amount of any professional fees directly related to the acquisition and preparation of the asset for use;
c) Costs of testing the asset to ensure that that it is capable of operating in the manner intended.

Costs of installation and customisation of an intangible asset, for example computer software, should be capitalised provided the costs are necessary to bring the asset to its required condition [IAS38R.27]. The accounting treatment should not differ whether the customisation and installation is carried out by a third party or by the entity's own employees. All training costs, however, should be expensed as incurred [IAS38R.15].

Initial measurement - Intangible assets acquired as part of a business combination
The cost of intangible assets acquired through a business combination is deemed to be their fair value at the date of acquisition [IAS38R.33] [IFRS3.45]. The fair value of an intangible asset includes the expectation of future benefits to be generated from its use. An intangible asset is recognised separately from goodwill if its fair value can be measured reliably [IAS38R.33-34] .

IFRS 3 requires all intangible assets acquired as part of a business combination, which meet the recognition criteria, to be recorded at fair value. In determining fair value the identity of the purchaser is unknown. No account should be taken of any potential purchaser's specific circumstances; fair value is not entity specific .

The fair value of intangible assets acquired in a business combination can normally be measured reliably. Uncertainties involved in the fair value estimates do not imply that is not possible to measure fair value reliably. The probabilities of different values for an intangible asset should be considered in the measurement exercise [IAS38R.35].

Reliable measurement may not be possible where several different valuation techniques give a wide range of probable values. However if there is a range of values but the variation is driven by different possible outcomes, the value associated with the expected outcome is a reliable measurement.

If an intangible asset acquired as part of a business combination has a finite life there is a rebuttable presumption that its fair value can be measured reliably [IAS38R.35].

An intangible asset acquired in a business combination might be separable but only in conjunction with another tangible or intangible asset. If this is the case, the group of assets is recognised as a single asset separately from goodwill if the value of the individual assets cannot be measured reliably [IAS38R.36].

An asset's fair value should be determined as the amount that would have been paid on an arm's length basis, between knowledgeable and willing parties, at the time of the acquisition [IAS38R.40].

Initial measurement - Valuation methods
The most reliable measure of fair value is quoted market prices in an active market [IAS38R.39]. However, few intangibles are traded on an active market. The fair value of intangible assets can usually be reliably measured despite the absence of an active market or recent similar transactions by using valuation techniques.

Best practice calls for the assessment of fair value to be based on the results provided by several methods. The most reliable method often depends on the nature of the asset and the information available.

The following valuation methods may be applied to intangible assets:

Market comparison approach - The market approach values the asset based on comparison with sales of similar assets. For example, if an asset were sold for 1.4 times annual sales revenue, a similar asset could be valued using a similar multiple. A robust valuation will usually involve the use of several multiples.
Excess operating profits method - The asset's value is the present value of the additional net profits generated through the use of the asset which would not have been attainable without the asset.
Premium pricing method - This method is often used to value intangibles in the consumer products sector, where branded products are more expensive than an unbranded equivalent. The present value of additional revenue over the life of the brand, net of brand support costs, provides a value for the brand.
Royalty savings method - The royalty savings method is based on the principle that if the business did not own the asset it would have to licence it in order to obtain the same benefits. The value of the asset is calculated based on the present value of the royalty stream that the business is saving by owning the asset.

Rarely, it may not be possible to arrive at a reliable measurement of an intangible asset acquired in a business combination when it arises from legal or contractual rights but the asset is not separable or, is separable but there is no history of similar transactions. Any estimation of fair value would be unreliable and the asset would remain subsumed within goodwill [IAS38R.38] .

The balance of any excess of cost over the acquirer's interest in the identifiable net assets after the recognition of previously unrecognised intangible assets is goodwill. Intangible assets that fail to meet the recognition criteria but for which value was given in the acquisition price, will be subsumed within the goodwill arising on acquisition [IFRS3.52] .

Initial measurement - Acquisition by way of a government grant
An intangible asset may be acquired free of charge or for a nominal amount by way of a government grant. The entity may choose to recognise both the asset and the grant at fair value or may choose to record the asset at a nominal amount plus any costs incurred in preparing the asset for use [IAS38R.44].

Initial measurement - Exchange of assets
An entity may acquire an asset through the exchange of another asset rather than the payment of cash. The initial measurement of an asset acquired through an exchange transaction is at fair value, unless fair value cannot be reliably measured or the transaction does not have commercial substance [IAS38R.45]. Exchange transactions are expected to have commercial substance as intangible assets are seldom identical.

Commercial substance is determined by analysing the changes in the entity's cash flows from the asset received as compared to those from the asset given. The analysis should consider if the risks, timing and amounts of cash flows are different after the exchange [IAS38R.46] .

The fair value of the asset given up is used as the cost base of the asset acquired unless the acquired intangible asset has a more evident and robust fair value, e.g. there have been recent market transactions in similar assets. The fair value of the asset received is used in such a case [IAS38R.47] .


Internally-generated intangible assets


Internally-generated goodwill is not recognised as an intangible asset [IAS38R.48]. It is not an identifiable resource that the entity controls for which cost can be measured reliably [IAS38R.49].

Many other internally-generated intangibles will also fail to be recognised because it is difficult to demonstrate that economic benefits will be generated and because the cost of such items cannot be distinguished from the cost of developing the business as a whole [IAS38R.64] . IAS 38R specifically prohibits the recognition of internally-generated brands, mastheads, publishing titles, customer lists and similar items [IAS38R.63].

Research and development
Costs incurred in the development of intangible assets may meet the recognition criteria. An entity needs to consider the research phase and the development phase.

Research is original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge and understanding [IAS38R.8]. Development is the application of research findings or other knowledge to a plan or design before the commencement of commercial production or use [IAS38R.8]. Development is more closely related to the earnings process than research.

The cost of research activities should not be recognised as an intangible asset because it is not possible to demonstrate that probable future economic benefits will flow to the entity. Research costs should be expensed as incurred [IAS38R.54-55].

The cost of development activities should be capitalised when it is probable that the entity will obtain economic benefits from the use of the asset and the cost can be reliably measured. Otherwise, the cost of development activities should be expensed as incurred [IAS38R.57] .

The probability of the flow of economic benefits in respect of an internally-developed intangible asset requires management's intention to complete the asset and its ability to commercially exploit the asset [IAS38R.57]. An internally-developed intangible asset should not be capitalised if management does not intend to complete the asset and use it or sell it [IAS38R.57(b)] .

An in-process research and development project acquired as part of a business combination should be recognised as a separate intangible asset where [IAS38R.34] :

a) the project meets the definition of an asset;
b) the project is identifiable; and
c) the fair value of the project can be measured reliably.

Initial measurement - Internally-generated intangible assets
The cost of internally-generated intangibles should include all directly attributable costs incurred in the creation of the asset from the date on which the asset first met the recognition criteria [IAS38R.65]. All costs incurred prior to that date should be expensed and should not be subsequently reinstated [IAS38R.71] .

The costs recognised should include the costs of materials and services used or consumed in generating the asset, employment costs (including pension costs) of those directly involved in creating the asset, legal fees and registration fees. The cost should only include absorption of relevant overheads when they are directly attributable to the generation and preparation of the asset. Overheads likely to be included will be depreciation of relevant property, plant and equipment and also amortisation of patents and licences utilised in creating the asset [IAS38R.66-67] .

Overhead costs relating to unproductive or inefficient use of resources should be expensed as incurred. General administrative costs not directly attributable to the generation of the intangible asset should also be expensed when incurred [IAS38R.67] .

The costs capitalised should include borrowing costs where relevant [IAS38R.66] .

The cost of developing a web site should be capitalised provided the recognition criteria are satisfied [IAS38R.21-22] [IAS38R.57] [SIC32.9] .


Subsequent expenditure


The nature of an intangible asset is such that there will seldom be an addition to or replacement of any part of it. A legal right, licence or patent, for example is complete and seldom modified to enhance its standard of performance. Costs incurred to support a brand or protect a patent are maintenance in nature. They either maintain the future economic benefits of the existing intangible asset, or cannot be distinguished from expenditure incurred to develop the business as a whole. Essential expenditure, to enable software to continue to function as originally anticipated, should also be expensed as incurred. Subsequent expenditure on intangible assets is only capitalised in rare circumstances [IAS38R.20] .

Subsequent expenditure on acquired IPR&D is expensed as incurred until the project meets the criteria for recognition. Once the criteria are met all subsequent expenditure is capitalised [IAS38R.43].


Measurement subsequent to initial recognition


Management may choose between two options for subsequent measurement, cost or revaluation. Under the cost model the asset is carried at cost less accumulated amortisation and accumulated impairment losses [IAS38R.74].

An intangible asset may be carried at a revalued amount, being its fair value at the revaluation date, less any accumulated amortisation and impairment losses [IAS38R.75] .

Revaluation model
The revaluation model may only be used if the fair value can be determined by reference to an active market for the intangible asset [IAS38R.75]. The definition of an active market is so narrow that it is rare for an active market to exist for intangible assets [IAS38R.8]. An active market does not usually exist for brands, newspaper mastheads, music and film publishing rights, patents or trademarks, because each such asset is unique [IAS38R.78] .

The asset is carried at its fair value at the time of the revaluation [IAS38R.75]. An entire class of assets should be revalued simultaneously [IAS38R.73].

Intangible assets are always recognised initially at cost. The capitalised cost of an internally-developed intangible will only include those costs incurred after the capitalisation criteria were met. Consequently only part of the cost of an internally developed intangible asset is normally recognised. However, when the revaluation model is applied, the whole of the fair value of the intangible asset is recognised. Revaluations may also be applied to an intangible asset acquired by way of government grant and previously recognised at a nominal amount [IAS38R.77].

When an active market no longer exists for a revalued asset, its carrying amount should be its revalued amount at the date of the last revaluation (made with reference to the active market), less any subsequent accumulated amortisation and impairment losses [IAS38R.82]. When an active market no longer exists, the revalued asset might be impaired and should be tested in accordance with IAS 36 [IAS38R.83]. If an active market is subsequently re-established, the revaluation model should be applied from that date [IAS38R.84].

Revaluations should be made as frequently as necessary to ensure that the carrying amount and the asset's fair value are not materially different at the balance sheet date [IAS38R.75].

The surplus or deficit arising on revaluation should be recognised either in the income statement or directly in reserves in accordance with the following table [IAS38R.85-86]:

  Surplus Deficit
First revaluation Credit to equity (Revaluation surplus reserve) Charge to income statement
Subsequent revaluation Credit to equity (Revaluation surplus reserve) unless the surplus reverses a previous deficit, then credit to income statement. Charge to income statement unless the deficit reverses a previous surplus, then charge to equity.

An impairment loss is treated as a revaluation decrease [IAS36R.60]. The reversal of an impairment loss of a revalued asset should be treated as a revaluation increase [IAS36R.119].


Useful life


Useful life for an intangible asset is the period over which the entity expects to obtain economic benefit from its use. Most intangible assets have a finite useful life; assets that do not are described as having an indefinite (not infinite) useful life (Amortisation - What is amortisation?).

An intangible asset may be attributed an indefinite useful life when there is no foreseeable limit to the period over which cash flows will be generated. Few intangible assets are likely to meet this criterion . The most common asset which has the potential to do so is a trademark or brand. A trademark has an indefinite legal life but this does not mean that it has the capacity to generate cash flows indefinitely. Long established brands in the food and drink sectors are examples of assets which may demonstrate the capacity to generate cash flows for the foreseeable future . In contrast, brands that are driven by technology or individual reputation (such as sports or entertainment personalities) are unlikely to demonstrate this .

Management will consider the following factors when determining the useful life of an intangible asset [IAS38R.90]:

a) expected uses for the asset and the ability to use the asset efficiently;
b) estimates of useful lives of similar assets;
c) the strategy for obtaining maximum economic benefit from the asset;
d) rates of technical, technological or commercial obsolescence in the industry;
e) the stability of the industry and economy in which the asset will be deployed;
f) expected actions by competitors and potential competitors;
g) the willingness and ability of the entity to commit resources to maintain the performance of the asset;
h) the period of the entity's control over the asset and any legal or other restriction on its ability to use the asset;
i) whether the useful life of the asset is based on the useful life of any of the entity's other assets.

The useful life of intangible assets that are based on a contractual or other legal right cannot exceed the period covered by the contract except where there is evidence that the contract will be renewed or extended without significant cost [IAS38R.94].

The useful life of a patent is limited to the period over which the patent can be effectively protected .

The useful life of customer related intangibles is established by the average period of customer retention.


Amortisation


Consumption of the economic benefits of a finite lived intangible asset is reflected by an amortisation charge. The cost of the asset is amortised to reduce its carrying value to its residual value (usually zero) over its useful life (Amortisation - Useful life). Several amortisation methods are available e.g. reducing balance, straight line and units of production. The method selected should most appropriately reflect the pattern in which the entity consumes the asset's economic benefits [IAS38R.97]. It is rare that an amortisation method yielding a lower amount of depreciation than the straight line method will be acceptable [IAS38R.98] .

The residual value of a finite lived intangible asset is zero unless either there is a commitment by a third party to purchase the asset or there is an active market for the asset (as defined in IAS38R.8) that is expected to still exist at the end of the asset's useful life [IAS38R.100].

Intangible assets that are used under licence or contract, such as software, should be amortised over the shorter of the expected useful life of the asset and the length of the licence. An intangible asset's exclusive reliance on another asset, for example reliance of software on hardware, should be considered when determining an asset's useful life for amortisation purposes. The renewal period of a licence or other contract-based intangible asset is included in the useful life if there is evidence to support the renewal without significant cost [IAS38R.94] .

The amortisation period and method must be reviewed at least at each year end and appropriate adjustments made if either is no longer relevant [IAS38R.104].

Indefinite lived intangibles are not amortised but should be tested for impairment at least annually and whenever there is an indication of impairment. [IAS38R.108]. The useful life of an indefinite lived intangible asset must be reviewed each year to determine whether an indefinite life is still appropriate.

The consumption of a revalued asset with a finite useful life is reflected through an amortisation charge. An element of the revaluation surplus may be transferred to retained earnings in each period, being that part of the amortisation charge in respect of the revaluation uplift on the asset. Thus, the revaluation surplus is systematically realised over the estimated remaining life of the asset. When the asset is sold or scrapped, the balance in the revaluation reserve in respect of that asset is transferred to retained earnings [IAS38R.87].


Impairment


An asset's carrying amount may not be economically recovered from future business activity. Use of the asset may continue but may be insufficient to recover the current carrying value in the future. Wherever indicators of impairment exist, a review for impairment should be carried out [IAS36R.8-9]. Where impairment is identified, a write-down of the carrying value to the recoverable amount should be charged as an immediate expense in the income statement. However, to the extent that it reverses previous revaluation uplift, it should be charged directly against the revaluation surplus [IAS36R.60] .

Impairment reviews must be carried out each year for intangible assets with indefinite useful lives and for intangible assets that are not yet available for use [IAS36R.10].

Reversal of impairment losses should be recognised under certain restricted circumstances .


Retirements and disposals


When an intangible asset is disposed of, it is eliminated from the balance sheet. This is also required when an asset is permanently withdrawn from use and has no future economic value [IAS38R.112]. Any gain or loss arising, being the difference between any disposal proceeds and the carrying amount, is recognised in the income statement [IAS38R.113]. An inter-reserve transfer is made for any element of the revaluation reserve relating to the asset to transfer the balance to retained earnings [IAS38R.87].

Intangible assets are classified as held for sale when their carrying amount is expected to be recovered through a sale transaction rather than through their continued use [IFRS5.6].

In order to qualify for recognition the asset must be:

a) available for immediate sale in its present condition; and
b) sale must be highly probable.

High probability can be evidenced where the appropriate level of management commitment to the sale has been obtained, an active programme to locate a buyer has begun and where the sale is expected to be completed within one year.

The decision to sell an intangible asset is an indicator that the asset may be impaired. Impairment losses should be recognised to the extent that the carrying value of the asset exceeds its fair value less costs to sell


Disclosure


Disclosure requirements are more extensive in IAS 38R than in its predecessor standard, reflecting the expectation that more intangible assets will be recognised in entities' balance sheets.

The specific disclosure requirements are given in IAS 38R.118 to IAS 38R.128 [IAS38R.118] [IAS38R.128]. These are generally in line with the comparable disclosures required for property, plant and equipment, with a number of significant additions, set out below:

a) whether the useful lives are indefinite or finite; if finite, their useful lives and amortisation methods used;
b) the reasons why any assets are considered to have indefinite useful lives;
c) information on any individual intangible asset that is material to the financial statements of the entity as a whole;
d) for intangible assets acquired by way of government grant and initially recognised at fair value, disclosure of initial value, current carrying value and whether the assets are carried under the cost or revaluation model for subsequent measurement; and
e) the amount of research and development costs expensed in the period.