Chapter 16
Intangible assets other than goodwill

Chapter 16
Intangible assets other than goodwill

1 INTRODUCTION

Intangible assets represent a significant class of assets for a wide range of entities. The existence of a corporate identity or brand; intellectual property rights protecting an entity's knowledge, products and processes; or contractual and other rights to exploit both physical and intellectual resources can be as important to an entity's success as its physical asset base and infrastructure. The cost and uncertainty of outcomes associated with developing these types of assets from scratch contribute in part to the premiums paid by acquirers of businesses that already have these attributes. Accordingly, there has for some time been a strong link between accounting for intangible assets and accounting for business combinations.

Section 18 – Intangible Assets other than Goodwill – addresses the nature, recognition and measurement of intangible assets other than goodwill. It also sets out the disclosure requirements. The accounting for goodwill is addressed in Section 19 – Business Combinations and Goodwill (See Chapter 17). Section 18 does not address the impairment of intangible assets, which is dealt with in Section 27 – Impairment of Assets (see Chapter 24).

The FRC changed the criteria for recognising intangible assets acquired in a business combination following the Triennial review 2017. As a result, entities will be required to recognise fewer intangible assets acquired in a business combination separately from goodwill. The FRC believes this will reduce the costs of compliance, whilst still providing users with useful information about the business combination. Entities may adopt a policy to separately recognise additional intangible assets acquired in a business combination if this provides useful information to the entity and the users of its financial statements. When an entity chooses to recognise such intangible assets separately from goodwill, it shall apply that policy consistently to the relevant class of intangible assets. These requirements are set out at 3.3.2.A. below.

There are some differences between the accounting for intangible assets under Section 18 compared to IFRS. The key differences are discussed at 2 below.

2 COMPARISON BETWEEN SECTION 18 AND IFRS

2.1 Intangible assets acquired in a business combination

Entities applying FRS 102 are required to recognise fewer intangible assets acquired in a business combination separately from goodwill than under IFRS, although they may voluntarily adopt an accounting policy to separately recognise additional intangible assets in business combinations, provided that this policy is applied consistently to the relevant class of intangible assets.

In business combinations under FRS 102, entities must recognise intangible assets separately from goodwill when all of the following three conditions are satisfied:

  1. the recognition criteria in paragraph 4 of Section 18 are met (see 3.3 below);
  2. the intangible asset arises from contractual or other legal rights; and
  3. the intangible asset is separable. [FRS 102.18.8].

This requirement is more restrictive than IAS 38 – Intangible Assets – which requires intangible assets to be recognised separately from goodwill where it is either separable or arises from contractual or other legal rights. [IAS 38.33]. However, entities applying FRS 102 can choose to adopt an accounting policy to recognise intangible assets separately from goodwill where the recognition criteria in paragraph 4 of Section 18 are met and only one of conditions (b) or (c) above is met, [FRS 102.18.8], resulting in an approach closer to that required by IAS 38. The requirements of FRS 102 in respect of intangible assets acquired in a business combination are discussed at 3.3.2.A below.

2.2 Indefinite lived intangible assets

Under FRS 102 all intangible assets are considered to have a finite life. [FRS 102.18.19]. If an entity cannot make a reliable estimate of the useful life of an intangible asset, the life should not exceed ten years. Section 18 explicitly states that an entity is only expected to be unable to make a reliable estimate of the useful life of an intangible asset ‘in exceptional cases’. [FRS 102.18.20].

IAS 38 requires an intangible asset to be regarded as having an indefinite life when there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. [IAS 38.88]. Intangible assets with indefinite useful lives are not amortised. [IAS 38.107].

2.3 Development costs

Section 18 allows an entity to capitalise expenditure incurred in developing an intangible asset, provided certain criteria are met. [FRS 102.18.8H]. Alternatively, an entity may choose to expense development expenditure as incurred. The policy adopted must be applied consistently to all development projects. [FRS 102.18.8K].

IAS 38 does not allow an accounting policy choice as to whether development costs can be capitalised or expensed. An intangible asset arising from the development phase of a project must be capitalised if certain criteria (the same as those in Section 18) are met. [IAS 38.57].

2.4 Advertising and promotional activities

Under FRS 102, promotional stocks, such as catalogues and other promotional material may be recognised as an asset if they meet the definition of inventories held for distribution at no or nominal consideration [FRS 102.18.8C] (see Chapter 11 at 3.3.11).

IAS 38 does not allow entities to capitalise expenditure on advertising and promotional activities, including mail order catalogues. [IAS 38.69(c)].

2.5 Intangible assets acquired by way of government grant

Section 18 requires intangible assets acquired by way of a grant to be recorded at fair value at the date the grant is received or receivable. [FRS 102.18.12].

IAS 38, in contrast, permits an accounting policy choice between recognising the intangible asset at fair value or at a nominal amount. [IAS 38.44, IAS 20.23].

2.6 Disclosures

There are some differences between the disclosure requirements of Section 18 and IFRS. These are discussed at 5 below.

3 REQUIREMENTS OF SECTION 18 FOR INTANGIBLE ASSETS OTHER THAN GOODWILL

3.1 Terms used in Section 18

The following terms are used in Section 18 with the meanings specified: [FRS 102 Appendix I]

Term Definition
Active market A market in which all the following conditions exist:
  1. the items traded in the market are homogeneous;
  2. willing buyers and sellers can normally be found at any time; and
  3. prices are available to the public.
Amortisation The systematic allocation of the depreciable amount of an asset over its useful life.
Asset A resource controlled by an entity as a result of past events and from which future economic benefits are expected to flow to the entity.
Class of assets A grouping of assets of a similar nature and use in an entity's operations.
Depreciable amount The cost of an asset, or other amount substituted for cost (in the financial statements), less its residual value.
Development The application of research findings or other knowledge to a plan or design for the production of new or substantially improved materials, devices, products, processes, systems or services before the start of commercial production or use.
Term Definition
Fair value The amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be exchanged, between knowledgeable, willing parties in an arm's length transaction. In the absence of any specific guidance provided in the relevant section of FRS 102, the guidance in the Appendix to Section 2 – Concepts and Pervasive Principles – shall be used in determining fair value.
Identifiable An asset is identifiable when:
  1. it is separable, i.e. capable of being separated or divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset or liability; or
  2. it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.
Impairment loss For assets other than inventories, the amount by which the carrying amount of an asset exceeds its recoverable amount.
Intangible asset An identifiable non-monetary asset without physical substance.
Inventories held for distribution at no or nominal consideration Assets that are:
  1. held for distribution at no or nominal consideration in the ordinary course of operations;
  2. in the process of production for distribution at no or nominal consideration in the ordinary course of operations; or
  3. in the form of material or supplies to be consumed in the production process or in the rendering of services at no or nominal consideration.
Monetary items Units of currency held and assets and liabilities to be received or paid in a fixed or determinable number of units of currency.
Non-exchange transaction A transaction whereby an entity receives value from another entity without directly giving approximately equal value in exchange, or gives value to another entity without directly receiving approximately equal value in exchange.
Public benefit entity An entity whose primary objective is to provide goods or services for the general public, community or social benefit and where equity is provided with a view to supporting the entity's primary objectives rather than with a view to providing a financial return to equity providers, shareholders or members.
Research Original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge and understanding.
Residual value The estimated amount that an entity would currently obtain from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.
Useful life The period over which an asset is expected to be available for use by an entity or the number of production or similar units expected to be obtained from the asset by an entity.

3.2 Scope and definition

Section 18 applies to all intangible assets, other than the following:

  • goodwill (dealt with by Section 19). [FRS 102.18.1]. See Chapter 17;
  • intangible assets held for sale in the ordinary course of business (dealt with by Section 13 – Inventories – and Section 23 – Revenue). [FRS 102.18.1]. See Chapter 11 and Chapter 20;
  • financial assets (dealt with by Section 11 – Basic Financial Instruments – and Section 12 – Other Financial Instruments Issues). [FRS 102.18.3(a)]. See Chapter 10;
  • heritage assets (dealt with by Section 34 – Specialised Activities). [FRS 102.18.3(b)]. See Chapter 31;
  • exploration for and evaluation of mineral resources, such as oil, natural gas and similar non-regenerative resources (dealt with by Section 34) and expenditure on the development and extraction of such resources. [FRS 102.18.3(c)]. See Chapter 31; and
  • deferred acquisition costs and intangible assets arising from contracts in the scope of FRS 103 – Insurance Contracts. However, the disclosure requirements of Section 18 apply to intangible assets arising from contracts in the scope of FRS 103. [FRS 102.18.3(d)]. See Chapter 34.

FRS 102 defines an intangible asset as ‘an identifiable non-monetary asset without physical substance’. [FRS 102 Appendix I]. The essential characteristics of intangible assets are therefore that they:

  • are identifiable (see 3.2.1 below);
  • lack physical substance (see 3.2.2 below);
  • are controlled by the entity (see 3.2.3 below); and
  • will give rise to future economic benefits for the entity (see 3.2.4 below).

However, in order to determine whether an intangible asset that meets all of these criteria should be recognised, an entity must also consider whether it satisfies the applicable recognition criteria set out within Section 18. The principles for the recognition of intangible assets are discussed at 3.3 below.

3.2.1 Identifiability

An asset is identifiable when it:

  1. is separable, i.e. capable of being separated or divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset or liability; or
  2. arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations. [FRS 102 Appendix I].

Applying this definition means that assets arising from contractual rights alone may meet the definition of an intangible asset under FRS 102. One example of such an asset is a licence that, legally, is not transferable except by sale of the entity as a whole. However, preparers should not restrict their search for intangible assets to those embodied in contractual or other legal rights. Non-contractual rights may also meet the definition of an intangible asset if the right could be sold, transferred, licensed, rented or exchanged.

3.2.2 Lack of physical substance

The definition of an intangible asset requires that it lacks physical substance. However, intangible assets can be contained in or on a physical medium such as a digital storage device (in the case of computer software), legal documentation (in the case of a licence or patent) or film, requiring an entity to exercise judgement in determining whether to apply Section 18 or Section 17 – Property, Plant and Equipment. FRS 102 provides no further guidance on this issue. Where there is no specific guidance within FRS 102, Section 10 – Accounting Policies, Estimates and Errors – allows entities to consider the requirements in IFRS in developing an accounting policy. [FRS 102.10.4-6]. Entities may therefore choose to look to IFRS for further guidance. IAS 38 provides the following relevant examples: [IAS 38.4–5]

  • software that is embedded in computer-controlled equipment that cannot operate without it is an integral part of the related hardware and is treated as property, plant and equipment;
  • the operating system of a computer is normally integral to the computer and is included in property, plant and equipment;
  • software which is not an integral part of the related hardware is treated as an intangible asset; and
  • research and development expenditure may result in an asset with physical substance (e.g. a prototype), but as the physical element is secondary to its intangible component, the related knowledge, it is treated as an intangible asset.

It is worthwhile noting that the ‘parts approach’ in Section 17 requires an entity to account for significant components of an asset separately if they have significantly different patterns of consumption of economic benefits. [FRS 102.17.6]. This raises ‘boundary’ problems between Section 17 and Section 18 when software and similar expenditure is involved. We believe that where Section 17 requires an entity to identify parts of an asset and account for them separately, the entity needs to evaluate whether any intangible-type part is actually integral to the larger asset or whether it is really a separate asset in its own right. The intangible part is more likely to be an asset in its own right if it was developed separately or if it can be used independently of the item of property, plant and equipment of which it apparently forms part.

3.2.3 Control

In the context of intangible assets, control normally results from legal rights, in the way that copyright, a restraint of trade agreement or a legal duty on employees to maintain confidentiality would protect the economic benefits arising from market and technical knowledge. While it will be more difficult to demonstrate control in the absence of legal rights, legal enforceability of a right is not a necessary condition for control. An entity may be able to control the future economic benefits in some other way, for example, through custody. However, determining that this is the case in the absence of observable contractual or other legal rights requires the exercise of judgement based on an understanding of the specific facts and circumstances involved.

For example, an entity usually has insufficient control over the future economic benefits arising from an assembled workforce (i.e. a team of skilled workers, or specific management or technical talent) or from training for these items to meet the definition of an intangible asset. There would have to be other legal rights before control could be demonstrated.

Similarly, an entity would not usually be able to recognise an asset for an assembled portfolio of customers or a market share. In the absence of legal rights to protect or other ways to control the relationships with customers or the loyalty of its customers, the entity usually has insufficient control over the expected economic benefits from these items to meet the definition of an intangible asset.

3.2.4 Future economic benefits

The future economic benefit of an asset is its potential to contribute, directly or indirectly, to the flow of cash and cash equivalents to the entity. Those cash flows may come from using the asset or from disposing of it. [FRS 102.2.17].

Future economic benefits include not only future revenues from the sale of products or services but also cost savings or other benefits resulting from the use of the asset by the entity. For example, the use of intellectual property in a production process may create future economic benefits by reducing future production costs rather than increasing future revenues.

3.3 Recognition and initial measurement of an intangible asset

An item that meets the definition of an intangible asset (see 3.2 above) should be recognised if and only if, at the time of initial recognition of the expenditure: [FRS 102.18.4]

  1. it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and
  2. the cost or value of the asset can be measured reliably.

‘Probable’ is defined as ‘more likely than not’. [FRS 102 Appendix I]. In assessing whether expected future economic benefits are probable, the entity should use reasonable and supportable assumptions representing management's best estimate of the set of economic conditions that will exist over the useful life of the asset. [FRS 102.18.5]. In making the judgement over the degree of certainty attached to the flow of future economic benefits attributable to the use of the asset, the entity considers the evidence available at the time of initial recognition, giving greater weight to external evidence. [FRS 102.18.6].

The test that the item meets both the definition of an intangible asset and the criteria for recognition is performed at the time of initial recognition of the expenditure. On initial recognition, any intangible asset meeting these criteria should be measured at cost. [FRS 102.18.9]. If these criteria are not met at the time the expenditure is incurred, an expense is recognised and it is never reinstated as an asset. [FRS 102.18.17].

The guidance in Section 18 on the recognition and initial measurement of intangible assets takes account of the way in which an entity obtained the asset. Separate rules for recognition and initial measurement apply for intangible assets depending on whether they were:

  • acquired separately (see 3.3.1 below);
  • acquired as part of a business combination (see 3.3.2 below);
  • generated internally (see 3.3.3 below);
  • acquired by way of government grant (see 3.3.4 below); or
  • obtained in an exchange of assets (see 3.3.5 below).

3.3.1 Separately acquired intangible assets

3.3.1.A Recognition of separately acquired intangible assets

Separately acquired intangible rights will normally be recognised as assets, provided that they meet the definition of an intangible asset in Section 18.

The criteria for recognising an intangible asset are set out at 3.3 above. The probability recognition criterion in (a) at 3.3 above is always considered satisfied for intangible assets that are separately acquired. [FRS 102.18.7]. It is assumed that the price paid to acquire an intangible asset separately usually reflects expectations about the probability that the future economic benefits embodied in it will flow to the entity. In other words, the entity always expects there to be a flow of economic benefits, even if it is uncertain about the timing or amount. In addition, the cost of a separately acquired intangible asset can usually be measured reliably, as required in recognition criterion (b) at 3.3 above, especially in the case of a monetary purchase consideration.

However, not all external costs incurred to secure intangible rights automatically qualify for capitalisation as separately acquired assets, because they do not meet the definition of an intangible asset in the first place. An entity that subcontracts the development of intangible assets (e.g. development-and-supply contracts or R&D contracts) to other parties (its suppliers) must exercise judgement in determining whether it is acquiring an intangible asset or whether it is obtaining goods and services that are being used in the development of an intangible asset by the entity itself. For example, if the entity pays a supplier upfront or by milestone payments during the course of a project, it will not necessarily recognise an intangible asset on the basis of those payments. Only those costs that are incurred after it becomes probable that economic benefits are expected to flow to the entity will be part of the cost of an intangible asset. If a supplier is working on an internal project for the entity, costs can only be capitalised after the criteria have been met for recognising an internally developed intangible asset (see 3.3.3 below).

In determining whether a supplier is providing services to develop an internally generated intangible asset, it can be useful to consider the terms of the supply agreement, in particular whether the supplier is bearing a significant proportion of the risks associated with a failure of the project. For example, if the supplier is always compensated under a development-and-supply contract for development services and tool costs irrespective of the project's outcome, the entity on whose behalf the development is undertaken should account for those activities as its own.

3.3.1.B Initial measurement of separately acquired intangible assets

The cost of a separately acquired intangible asset comprises:

  1. its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; and
  2. any directly attributable cost of preparing the asset for its intended use. [FRS 102.18.10].

Section 18 does not elaborate on what costs may be directly attributable to preparing a separately acquired intangible asset for its intended use. Examples may include:

  • costs of employee benefits arising directly from bringing the asset to its working condition;
  • professional fees arising directly from bringing the asset to its working condition; and
  • costs of testing whether the asset is functioning properly.

Capitalisation of expenditure should cease when the asset is in the condition necessary for it to be capable of operating in the manner intended by management. This may well be before the date on which it is brought into use.

3.3.2 Intangible assets acquired as part of a business combination

3.3.2.A Recognition of intangible assets acquired as part of a business combination

The FRC modified the criteria for recognising intangible assets acquired in a business combination following the Triennial review 2017. These changes are mandatory for accounting periods beginning on or after 1 January 2019, with early adoption allowed provided that all of the amendments to FRS 102 are applied at the same time (with exceptions for certain amendments relating to financial instruments and income tax) and that this fact is disclosed. [FRS 102.1.18]. These changes are applied prospectively, i.e. without restating comparative information, and therefore an entity should not subsume intangible assets that previously have been separately recognised within goodwill. [FRS 102.1.19].

Intangible assets that are acquired in a business combination must be recognised separately from goodwill when all of the following three conditions are met:

  1. the recognition criteria in paragraph 4 of Section 18 are met (see 3.3 above);
  2. the intangible asset arises from contractual or other legal rights; and
  3. the intangible asset is separable (i.e. capable of being separated or divided from the entity and sold, transferred, licenced, rented or exchanged either individually or together with a related contract, asset or liability). [FRS 102.18.8].

In addition, an entity can choose to recognise intangible assets separately from goodwill for which the recognition criteria in paragraph 4 of Section 18 are satisfied and only one of condition (b) or (c) above is met. [FRS 102.18.8].

Where an entity chooses to recognise such additional intangible assets, this policy must be applied to all intangible assets in the same class (i.e. having a similar nature, function or use in the business), and must be applied consistently to all business combinations. Section 18 adds that licences are an example of a category of intangible asset that may be treated as a separate class, however, further subdivision may be appropriate, for example, where different types of licences have different functions within the business. [FRS 102.18.8]. When this accounting policy choice is adopted, the acquirer is required to disclose the nature of those additional intangible assets and to explain why they have been separated from goodwill. [FRS 102.18.28A].

The previous version of Section 18 defined intangible assets as separable or arising from contractual or other legal rights, with the only restriction being to prohibit the recognition of intangible assets that are acquired in a business combination and arise from legal or other contractual rights where there is no history or evidence of exchange transactions for the same or similar assets, and otherwise estimating fair value would be dependent on immeasurable variables. By requiring the recognition in a business combination of intangible assets that meet the general recognition criteria and are both separable and arising from contractual or other legal rights, the amended version of the Standard requires fewer intangible assets to be recognised separately from goodwill. However, as noted above, these new requirements must be applied prospectively (i.e. an entity should not restate comparative information), and therefore an entity should not subsume intangible assets that previously have been separately recognised within goodwill. [FRS 102.1.19].

It follows that where an entity chooses to adopt a policy of recognising additional intangible assets separately from goodwill (where the recognition criteria in paragraph 4 of Section 18 are satisfied and only one of conditions (b) or (c) above is met [FRS 102.18.8]), comparatives are not restated to separate from goodwill those intangible assets arising from legal or other contractual rights that had not been recognised due to the restriction in the previous version of the Standard. [FRS 102.1.19].

If an intangible asset is acquired in a business combination, the cost of that intangible asset is its fair value at the acquisition date. [FRS 102.18.11]. As the fair value of an intangible asset should reflect expectations about the probability that the future economic benefits embodied in it will flow to the entity, the probability criterion is always assumed to be satisfied for intangible assets acquired as part of a business combination. In other words, the existence of a fair value means that an inflow of economic benefits is considered to be probable, in spite of any uncertainties about timing or amount.

In making its amendments to Section 18, the FRC considered requests for further guidance on which intangible assets are expected to meet the criteria for separate recognition in a business combination. The analysis of technical issues in Part B of the Basis for Conclusions provides examples of intangible assets that would normally satisfy all three criteria for recognition noted above. These include licences, copyrights, trademarks, internet domain names, patented technology and legally protected trade secrets. Examples of intangible assets that would not normally satisfy all three criteria include customer lists, customer relationships and unprotected trade secrets (such as recipes or formulae), as no contractual or legal right exists that would give rise to expected future economic benefits. [FRS 102.BC.B18.10].

The separability criterion of Section 18 requires an acquired intangible asset to be capable of being separated or divided from the acquiree. [FRS 102.18.8(c)]. This is regardless of the intentions of the acquirer. An intangible asset that is not individually separable from the acquiree or combined entity can still be recognised separately from goodwill if it could be separable in combination with a related contract, identifiable asset or liability. [FRS 102.18.8(c)]. For example an acquiree owns a registered trademark and documented but unpatented technical expertise used to manufacture the trademarked product. The entity could not transfer ownership of the trademark without everything else necessary for the new owner to produce an identical product or service. Because the unpatented technical expertise must be transferred if the related trademark is sold, it is separable. In this example, the asset is separable but not contractual, such that the unpatented technical expertise would only be recognised separately from goodwill under FRS 102 where the acquirer applies a policy of recognising intangible assets separately from goodwill for which the recognition criteria in paragraph 4 of Section 18 are satisfied and only one of the conditions (b) or (c) above are met.

The process of identifying intangible assets in a business combination might involve, for example:

  • determining whether the entity has chosen to recognise additional intangible assets, or to restrict recognition only to those that meet all three recognition criteria noted above;
  • reviewing the list of items that the FRC believes would usually meet the recognition criteria for an intangible asset referred to above;
  • examining documents such as those related to the acquisition, other internal documents produced by the entity, public filings, press releases, analysts' reports, and other externally available documents; and
  • comparing the acquired business to similar businesses and their intangible assets.

Intangible assets differ considerably between industries and between individual entities. Therefore, considerable expertise and careful judgement is required in determining whether there are intangible assets that need to be recognised and valued separately.

3.3.2.B Initial measurement of intangible assets acquired as part of a business combination

The cost of an intangible asset acquired in a business combination is its fair value at the acquisition date. [FRS 102.18.11]. Section 18 provides no specific guidance on how to determine the fair value of intangible assets acquired in a business combination. Therefore the guidance in the Appendix to Section 2 – Concepts and Pervasive Principles – should be used. [FRS 102 Appendix I]. The Appendix to Section 2 requires fair value to be determined using the following methodology:

  1. the best evidence of fair value is a quoted price for an identical asset (or similar asset) in an active market. This is usually the current bid price.
  2. when quoted prices are unavailable, the price in a binding sale agreement or a recent transaction for an identical asset (or similar asset) in an arm's length transaction between knowledgeable, willing parties provides evidence of fair value. However, this price may not be a good estimate of fair value if there has been a significant change in economic circumstances or a significant period of time between the date of the binding sale agreement or the transaction, and the measurement date. If the entity can demonstrate that the last transaction price is not a good estimate of fair value (e.g. because it reflects the amount than an entity would receive or pay in a forced transaction, involuntary liquidation or distress sale), that price is adjusted.
  3. if the market for the asset is not active and any binding sale agreements or recent transactions for an identical asset (or similar asset) on their own are not a good estimate of fair value, an entity estimates the fair value by using another valuation technique. The objective of using another valuation technique is to estimate what the transaction price would have been on the measurement date in an arm's length exchange motivated by normal business considerations. [FRS 102.2A.1].

Some intangible assets may be traded in an active market, for example certain licenses, such as taxi licenses. However, the unique nature of many intangible assets means that they are unlikely to have a quoted market price. Similarly, there are unlikely to be recent transactions in identical assets. Therefore fair value will most frequently be determined using valuation techniques. The objective of using a valuation technique is to estimate what the transaction price would have been on the measurement date in an arm's length exchange motivated by normal business considerations. The valuation technique used should make maximum use of market inputs and rely as little as possible on entity-determined inputs. [FRS 102.2A.3]. If there is a valuation technique commonly used by market participants to price the asset and that has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, the entity should use that technique. [FRS 102.2A.2].

In practice there are three broad approaches to valuing intangible assets:

  1. the market approach, which determines fair value based on observable market prices and comparable market transactions;
  2. the cost approach, the premise of which is that an investor would pay no more for an intangible asset than the cost to recreate it; and
  3. the income approach, which involves identifying the expected cash flows or economic benefits to be derived from the ownership of the particular intangible asset.

The recognition and initial measurement requirements for intangible assets acquired in a business combination are discussed further in Chapter 17 at 6.3.

3.3.3 Internally generated intangible assets

It may be difficult to decide whether an internally generated intangible asset qualifies for recognition because of problems in:

  1. confirming whether and when there is an identifiable asset that will generate expected future economic benefits; and
  2. determining the cost of the asset reliably, especially in cases where the cost of generating an intangible asset internally cannot be distinguished from the cost of maintaining or enhancing the entity's internally generated goodwill or of running day-to-day operations.

To avoid the inappropriate recognition of an asset, Section 18 requires that internally generated intangible assets are not only tested against the general requirements for recognition and initial measurement (discussed at 3.2 above), but also meet criteria which confirm that the related activity or project is at a sufficiently advanced stage of development, is both technically and commercially viable and includes only directly attributable costs. Those criteria comprise guidance on accounting for intangible assets in the research phase (see 3.3.3.A below), the development phase (see 3.3.3.B below) and on measurement of an internally generated intangible asset (see 3.3.3.C below).

To assess whether an internally generated asset meets the criteria for recognition, an entity classifies the generation of the asset into a research phase and a development phase. [FRS 102.18.8A]. If an entity cannot distinguish the research phase from the development phase, then all expenditure is treated as research and is recognised as an expense when it is incurred. [FRS 102.18.8B, 18.8E].

3.3.3.A Research

Section 18 gives the following examples of research activities: [FRS 102.18.8G]

  1. activities aimed at obtaining new knowledge;
  2. the search for, evaluation and final selection of, applications of research findings and other knowledge;
  3. the search for alternatives for materials, devices, products, processes, systems or services; and
  4. the formulation, design, evaluation and final selection of possible alternatives for new or improved material, devices, projects, processes, systems or services.

An entity cannot recognise an intangible asset arising from research or from the research phase of an internal project. Instead, any expenditure on research or the research phase of an internal project should be expensed as incurred. [FRS 102.18.8E]. In the research phase of an internal project the entity cannot demonstrate that there is an intangible asset that will generate probable future economic benefits. [FRS 102.18.8F].

If an entity cannot distinguish the research phase from the development phase, it should treat the expenditure on that project as if it were incurred in the research phase only and recognise an expense accordingly. [FRS 102.18.8B].

3.3.3.B Development

Section 18 gives the following examples of development activities: [FRS 102.18.8J]

  1. the design, construction and testing of pre-production or pre-use prototypes and models;
  2. the design of tools, jigs, moulds and dies involving new technology;
  3. the design, construction and operation of a pilot plant that is not of a scale economically feasible for commercial production; and
  4. the design, construction and testing of a chosen alternative for new or improved materials, devices, products, processes, systems or services.

In the development phase of an internal project, an entity can, in some instances, identify an intangible asset and demonstrate that the asset will generate probable future economic benefits. This is because the development phase of a project is further advanced than the research phase. [FRS 102.18.8I].

Entities have an accounting policy choice whether or not to capitalise qualifying development expenditure. Entities may either recognise an internally generated intangible asset arising from the development phase of a project (provided that specific recognition criteria are met, see below) or recognise the expenditure in profit or loss as incurred. Where an entity adopts a policy of capitalising expenditure in the development phase, the policy should be applied consistently to all expenditure that meets the recognition criteria set out in Section 18. Expenditure that does not meet the conditions for capitalisation must be expensed as incurred. [FRS 102.18.8K].

An intangible asset arising from development may be recognised if, and only if, the entity can demonstrate all of the following: [FRS 102.18.8H]

  1. the technical feasibility of completing the intangible asset so that it will be available for use or sale;
  2. its intention to complete the intangible asset and use or sell it;
  3. its ability to use or sell the intangible asset;
  4. how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
  5. the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
  6. its ability to measure reliably the expenditure attributable to the intangible asset during its development.

It may be challenging to demonstrate each of the above conditions because:

  • condition (b) relies on management intent; and
  • conditions (c), (e) and (f) are entity-specific, i.e. whether development expenditure meets any of these conditions depends both on the nature of the development activity itself and the financial position of the entity.

Evidence may be available in the form of:

  • a business plan showing the technical, financial and other resources needed and the entity's ability to secure those resources;
  • a lender's indication of its willingness to fund the plan confirming the availability of external finance; and
  • detailed project information demonstrating that an entity's costing systems can measure reliably the cost of generating an intangible asset internally, such as salary and other expenditure incurred in securing copyrights or licences or developing computer software.

In any case, an entity should maintain books and records in sufficient detail that allow it to prove whether it meets the conditions set out in (a) to (f) above. Certain types of product (e.g. pharmaceuticals, aircraft and electrical equipment) require regulatory approval before they can be sold. Regulatory approval is not one of the criteria for recognition and therefore entities are not prohibited from capitalising development costs in advance of approval. However, in some industries regulatory approval is vital to commercial success and its absence indicates significant uncertainty around the possible future economic benefits. This is the case in the pharmaceuticals industry, where it is rarely possible to determine whether a new drug will secure regulatory approval until it is actually granted. Accordingly it is common practice in this industry for costs to be expensed until such approval is obtained.

3.3.3.C Measurement of internally generated intangible assets

The cost of an internally generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria in Section 18 set out at 3.3 above and the conditions for capitalising development costs set out at 3.3.3.B above. [FRS 102.18.10A].

Costs incurred before these criteria are met are expensed and cannot be reinstated retrospectively. [FRS 102.18.17].

The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce, and prepare the asset to be capable of operating in the manner intended by management. Examples of directly attributable costs are: [FRS 102.18.10B]

  1. costs of materials and services used or consumed in generating the intangible asset;
  2. costs of employee benefits arising from the generation of the intangible asset;
  3. fees to register a legal right; and
  4. amortisation of patents and licences that are used to generate the intangible asset.

Borrowing costs eligible for capitalisation under Section 25 – Borrowing Costs – may be recognised as an element of the cost of an internally generated intangible asset, provided the entity adopts an accounting policy of capitalising eligible borrowing costs. See Chapter 22.

Indirect costs and general overheads, even if they can be allocated on a reasonable and consistent basis to the development project, should not be recognised as part of the cost of any intangible asset.

3.3.3.D Expenditure that does not qualify for recognition as an internally generated intangible asset

Expenditure on the following items must be recognised as an expense and should not be recognised as intangible assets: [FRS 102.18.8C]

  1. internally generated brands, logos, publishing titles, customer lists and items similar in substance;
  2. start-up activities (i.e. start-up costs), which include establishment costs such as legal and secretarial costs incurred in establishing a legal entity, expenditure to open a new facility or business (i.e. pre-opening costs) and expenditure for starting new operations or launching new products or processes (i.e. pre-operating costs);
  3. training activities;
  4. advertising and promotional activities (unless it meets the definition of inventories held for distribution at no or nominal consideration. See 3.3.3.E below);
  5. relocating or reorganising part or all of an entity; and
  6. internally generated goodwill.

For these purposes no distinction is made between costs that are incurred directly by the entity and those that relate to services provided by third parties. However, Section 18 does not prevent an entity from recording a prepayment as an asset if it pays for the delivery of goods before obtaining a right to access those goods. Similarly, a prepayment can be recognised when payment is made before services are received. [FRS 102.18.8D].

3.3.3.E Advertising and promotional expenditure

As set out at 3.3.3.D above, FRS 102 generally requires expenditure on advertising and promotional activities to be recognised as an expense as incurred. However, Section 18 gives an exception for advertising and promotional activities that meet the definition of inventories held for distribution at no or nominal consideration. [FRS 102.18.8C(d)].

Items covered by this definition may include stocks of brochures and other marketing material. Advertising and promotional expenditure that meets the definition of inventories held for distribution at no or nominal consideration should be included within inventories. This is discussed further in Chapter 11 at 3.3.11.

3.3.4 Intangible assets acquired by way of a grant

An intangible asset may sometimes be acquired free of charge, or for nominal consideration, by way of a government grant. Governments frequently allocate airport-landing rights, licences to operate radio or television stations, emission rights, import licences or quotas, or rights to access other restricted resources.

Section 18 does not set out any separate recognition criteria for intangible assets acquired by way of a grant. The recognition criteria for government grants are set out in Section 24 – Government Grants (see Chapter 21).

The cost of an intangible asset acquired by way of a grant is its fair value at the date the grant is received or receivable in accordance with Section 24 in respect of government grants or, for public benefit entities, Section 34 (see Chapter 32) in respect of incoming resources from non-exchange transactions. [FRS 102.18.12]. Some permits allocated by government, such as milk quotas, are freely traded and therefore have a readily ascertainable fair value. However, it may be difficult to reliably measure the fair value of every kind of permit allocated by governments because they may have been allocated for nil consideration, may not be transferable and may only be bought and sold as part of a business. Despite this, FRS 102 does not permit entities to recognise intangible assets acquired by way of government grant at a nominal value.

3.3.5 Exchanges of assets

An entity might swap certain intangible assets that it does not require or is no longer allowed to use for those of a counterparty that has other surplus assets. For example, it is not uncommon for airlines and media groups to exchange landing slots and newspaper titles, respectively, to meet demands of competition authorities.

Section 18 requires intangible assets acquired in exchange for non-monetary assets, or a combination of monetary and non-monetary assets, to be measured at fair value unless: [FRS 102.18.13]

  1. the exchange transaction lacks commercial substance; or
  2. the fair value of neither the asset received nor the asset given up is reliably measurable.

If the fair value of neither the asset received, nor the asset given up, can be measured reliably the acquired intangible asset is measured at the carrying amount of the asset given up. [FRS 102.18.13(b)].

The acquired intangible asset should also be measured at the carrying amount of the asset given up if the exchange transaction lacks commercial substance. This is because it would not be appropriate to recognise a gain or loss on a transaction that lacks commercial substance. FRS 102 provides no guidance to assist entities in assessing whether a transaction has commercial substance. Under IFRS, IAS 38 requires that an entity determines whether an exchange transaction has commercial substance by considering the extent to which its future cash flows are expected to change as a result of the transaction. [IAS 38.46]. A similar assessment may need to be made under Section 18. In some cases, the assessment may be clear without an entity having to perform detailed calculations.

3.4 Subsequent measurement

Section 18 permits an entity to choose between two alternative treatments for the subsequent measurement of intangible assets: [FRS 102.18.18]

  • the cost model; or
  • the revaluation model.

When the revaluation model is selected, it must be applied to all intangible assets in the same class of asset. If an intangible asset in a class of revalued intangible assets cannot be revalued because there is no active market for this asset, the asset is carried at its cost less any accumulated amortisation and impairment losses. [FRS 102.18.18]. A class of assets is a grouping of assets of a similar nature and use in an entity's operations. [FRS 102 Appendix I]. Examples of separate classes of intangible asset may include:

  1. brand names;
  2. mastheads and publishing titles;
  3. computer software;
  4. licences and franchises;
  5. copyrights, patents and other industrial property rights, service and operating rights;
  6. recipes, formulae, models, designs and prototypes; and
  7. intangible assets under development.

3.4.1 Cost model for measurement of intangible assets

Under the cost model, an entity should measure its intangible assets at cost less accumulated amortisation and any accumulated impairment losses. [FRS 102.18.18A]. The rules on amortisation of intangible assets are discussed at 3.4.3 below and impairment is discussed at 3.4.5 below.

3.4.2 Revaluation model for measurement of intangible assets

The revaluation model is only available if there is an active market for the intangible asset. [FRS 102.18.18B]. This will only rarely be the case (see 3.4.2.A below). Accordingly, Section 18 does not allow fair value to be determined indirectly, for example by using the same valuation techniques applied to estimate the fair value of intangible assets acquired in a business combination.

After initial recognition an intangible asset should be carried at a revalued amount, which is its fair value at the date of the revaluation less any subsequent accumulated amortisation and subsequent accumulated impairment losses. [FRS 102.18.18B]. To prevent an entity from circumventing the recognition rules of Section 18, the revaluation model does not allow: [FRS 102.18.18C]

  • the revaluation of intangible assets that have not previously been recognised as assets; or
  • the initial recognition of intangible assets at amounts other than cost.

These rules are designed to prevent an entity from recognising at a ‘revalued’ amount an intangible asset that was never recorded because its costs were expensed as they did not, at the time, meet the recognition criteria. Section 18 does not permit recognition of past expenses as an intangible asset at a later date. [FRS 102.18.17].

However, an entity is permitted to apply the revaluation model to the whole of an intangible asset even if only part of its cost was originally recognised as an asset because it did not meet the criteria for recognition until part of the way through the development process. [FRS 102.18.18F].

Where the revaluation model is applied, assets in the same class should be revalued at the same time. To do otherwise would allow selective revaluation of assets and the reporting of a mixture of costs and values as at different dates within the same asset class.

3.4.2.A Revaluation is allowed only if there is an active market

An entity can only elect to apply the revaluation model if the fair value can be determined by reference to an active market for the intangible asset. [FRS 102.18.18B]. An active market is a market in which all the following conditions exist: [FRS 102 Appendix I]

  1. the items traded in the market are homogeneous;
  2. willing buyers and sellers can normally be found at any time; and
  3. prices are available to the public.

Few intangible assets will be eligible for revaluation as such an active market would be uncommon. By their very nature most intangible assets are unique or entity-specific. Intangible assets such as brands, newspaper mastheads, music and film publishing rights, patents or trademarks are ineligible for revaluation because each such asset is unique. The existence of a previous sale and purchase transaction is not sufficient evidence for the market to be regarded as active because of the requirement in the definition for a sufficient frequency and volume of transactions to allow the provision of ongoing pricing information. In addition, if prices are not available to the public, this is evidence that an active market does not exist.

If an intangible asset in a class of revalued intangible assets cannot be revalued because there is no active market for that particular asset, the asset should be carried at its cost less any accumulated amortisation and impairment losses. [FRS 102.18.18].

If the fair value of a previously revalued intangible asset can no longer be determined by reference to an active market, the valuation is ‘frozen’ at the date of the last revaluation by reference to the active market. The carrying amount of the asset is reduced thereafter by subsequent accumulated amortisation and any subsequent accumulated impairment losses. [FRS 102.18.18E].

3.4.2.B Frequency of revaluations

If there is an active market, Section 18 requires revaluation to be performed ‘with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period’. [FRS 102.18.18D]. Section 18 lets entities judge for themselves the frequency of revaluations depending on the volatility of the fair values of the underlying intangible assets. Significant and volatile movements in quoted prices may necessitate annual revaluation, whereas a less frequent update would be required for intangibles whose price is subject only to insignificant movements. Nevertheless, since an entity can only revalue assets for which a price is quoted in an active market, there should be no impediment to updating that valuation at each reporting date. As noted at 3.4.2 above, where the revaluation model is applied, assets in the same class should be revalued at the same time.

3.4.2.C Accounting for gains and losses on revaluations

Increases in an intangible asset's carrying amount as a result of a revaluation should be recognised in other comprehensive income and accumulated in equity, except to the extent that the revaluation reverses previous revaluation decreases of the same asset that were recognised in profit or loss. In this case, the increases should be recognised in profit or loss. [FRS 102.18.18G]. Conversely, decreases in an intangible asset's carrying amount as a result of a revaluation should be recognised in other comprehensive income to the extent of any previous revaluation increases of the same asset that are accumulated in equity. Any excess revaluation loss should be recognised in profit or loss. [FRS 102.18.18H].

For UK entities, the Regulations require that revaluation surpluses, net of provisions for amortisation or impairment, must be shown in the balance sheet within a separate reserve (the revaluation reserve) and not within retained earnings. [1 Sch 35].

3.4.3 Amortisation of intangible assets

After initial recognition, Section 18 requires an entity to allocate the depreciable amount of an intangible asset on a systematic basis over its useful life. [FRS 102.18.21]. Depreciable amount is the cost, or other amount substituted for cost, of the intangible asset, less its residual value. [FRS 102 Appendix I]. The amortisation charge for each period depends on the useful life of the intangible asset, the amortisation method applied and the residual value of the intangible asset. These factors are discussed at 3.4.3.A, B and C below.

The amortisation charge for each period should be recognised in profit or loss, unless another section of FRS 102 requires the cost to be recognised as part of the cost of an asset. For example, the amortisation of an intangible asset may be included in the costs of inventories or property, plant and equipment. [FRS 102.18.21].

Amortisation must be charged on all intangible assets. This requirement applies even to intangible assets measured under the revaluation model. For guidance on depreciation of revalued assets see Chapter 15 at 3.6.3.A.

3.4.3.A Assessing the useful life of an intangible asset

The useful life of an intangible asset is: [FRS 102 Appendix I]

  1. the period over which an asset is expected to be available for use by an entity; or
  2. the number of production or similar units expected to be obtained from the asset by an entity.

Thus, if appropriate, the useful life of an intangible asset should be expressed as a number of production or similar units rather than a period of time.

For the purposes of FRS 102, all intangible assets including those under the revaluation model, should be considered to have a finite useful life. [FRS 102.18.19].

Where an intangible asset arises from contractual or other legal rights, its useful life is the shorter of:

  • the period of the contractual or other legal rights; and
  • the period over which the entity expects to use the asset. [FRS 102.18.19].

If the contractual or other legal rights can be renewed, the useful life of the intangible asset should include the renewal period only if there is evidence to support renewal by the entity without significant cost. [FRS 102.18.19]. An entity needs to exercise judgement in assessing what it regards as a significant cost. The following factors may indicate that an entity is able to renew the contractual or other legal rights without significant cost:

  1. there is evidence, possibly based on experience, that the contractual or other legal rights will be renewed. If renewal is contingent upon the consent of a third party, this includes evidence that the third party will give its consent;
  2. there is evidence that any conditions necessary to obtain renewal will be satisfied; and
  3. the cost to the entity of renewal is not significant when compared with the future economic benefits expected to flow to the entity from renewal.

If there is no evidence to support renewal of the contractual or legal rights by the entity without significant cost, then the useful life of the intangible asset must not include the renewal period. In this case, the original asset's useful life ends at the contractual renewal date. If the rights are then renewed at the renewal date, we would expect the renewal cost to be treated as the cost to acquire a new intangible asset.

In our view, a number of factors may be considered in estimating the useful life of an intangible asset, including:

  1. the expected usage of the asset by the entity and whether the asset could be managed efficiently by another management team;
  2. typical product life cycles for the asset and public information on estimates of useful lives of similar assets that are used in a similar way;
  3. technical, technological, commercial or other types of obsolescence;
  4. the stability of the industry in which the asset operates and changes in the market demand for the products or services output from the asset;
  5. expected actions by competitors or potential competitors;
  6. the level of maintenance expenditure required to obtain the expected future economic benefits from the asset and the entity's ability and intention to reach such a level;
  7. the period of control over the asset and legal or similar limits on the use of the asset, such as the expiry dates of related leases; and
  8. whether the useful life of the asset is dependent on the useful life of other assets of the entity.

If an entity is unable to make a reliable estimate of the useful life of an intangible asset, the life should not exceed ten years. [FRS 102.18.20]. However, this should not be considered an automatic default. Entities should not underestimate the useful life of an intangible asset on the basis of this requirement. Similarly, it should not be used to justify a useful life of ten years for an intangible asset for which a shorter useful life may be appropriate. Section 18 explicitly states that an entity is only expected to be unable to make a reliable estimate of the useful life of an intangible asset ‘in exceptional cases’. [FRS 102.18.20].

3.4.3.B Amortisation method

An entity should choose an amortisation method that reflects the pattern in which it expects to consume the asset's future economic benefits. If the entity cannot determine that pattern reliably, it should use the straight-line method. [FRS 102.18.22]. A variety of amortisation methods may be used to depreciate an intangible asset on a systematic basis over its useful life. The straight-line method is most commonly seen in practice. The unit of production method or reducing balance method are also sometimes seen. Whilst an amortisation method based on estimated total output (a unit of production method) may be appropriate, an amortisation method based on the pattern of expected revenues is not. This is because a revenue-based method reflects a pattern of generation of economic benefits from operating the business (of which the asset is a part), rather than the consumption of the economic benefits embodied in the asset itself. The difference is more obvious when unit prices are expected to increase over time.

Amortisation should begin when the intangible asset is available for use, i.e. when it is in the location and condition necessary for it to be usable in the manner intended by management. Therefore, even if an entity is not using the asset, it should still be amortised if it is available for use. Amortisation should cease when the asset is derecognised. (See 3.4.6 below). [FRS 102.18.22].

3.4.3.C Residual value

Section 18 requires entities to assume a residual value of zero for an intangible asset, unless there is a commitment by a third party to purchase the asset at the end of its useful life or there is an active market for the asset from which to determine its residual value and it is probable that such a market will exist at the end of the asset's useful life. [FRS 102.18.23].

Given the definition of ‘active market’ (see 3.4.2.A above) it seems highly unlikely that – in the absence of a commitment by a third party to buy the asset – an entity will ever be able to prove that the residual value of an intangible asset is other than zero.

3.4.3.D Amortisation of intangible assets with a residual value

The Note on Legal Requirements to FRS 102 provides guidance on the amortisation of intangible assets which have a residual value. When an intangible asset has a residual value, it is the depreciable amount that is amortised. [FRS 102 Appendix III.37A]. See 3.4.3 above. As noted at 3.4.3.C above, the FRC believes that it is uncommon for an intangible asset to have a residual value and FRS 102 requires an entity to assume that the residual value is zero unless there is a commitment by a third party to purchase the asset at the end of its useful life or there is an active market for the asset from which to determine its residual value and it is probable that such a market will exist at the end of the asset's useful life. [FRS 102.18.23].

However, in those cases where an intangible asset does have a residual value that is not zero, the amortisation of the depreciable amount of the asset over its useful economic life is a departure from the requirements of paragraph 22 of Schedule 1 to the Regulations (and its equivalents in Schedules 2 and 3 to the Regulations and to the LLP Regulations respectively) since the regulations require intangible assets to be written off over their useful economic lives. In those circumstances, the FRC states that entities must invoke a true and fair override and make the disclosures required by paragraph 10(2) of Schedule 1 to the Regulations for the use of a true and fair override. [FRS 102 Appendix III.37A].

3.4.3.E Review of amortisation period and amortisation method

Factors such as a change in how an intangible asset is used, technological advancement, or changes in market prices may indicate that the residual value or useful life of an intangible asset has changed since the most recent annual reporting date. If such indicators are present, management should review previous estimates and, if current expectations differ, amend the residual value, amortisation method or useful life to reflect current expectations. [FRS 102.18.24].

Changes in residual value, amortisation method or useful life should be accounted for prospectively as a change in accounting estimate in accordance with Section 10 of FRS 102. [FRS 102.18.24].

If the residual value of an intangible asset increases to an amount greater than the asset's carrying amount, the asset's amortisation charge would be zero until its residual value decreases to an amount below the asset's carrying amount.

3.4.4 Subsequent expenditure

Entities may sometimes incur expenditure on an acquired intangible asset after its initial recognition or on an internally generated intangible asset after its completion.

Section 18 provides no separate rules on the recognition of subsequent expenditure on intangible assets. Instead, subsequent expenditure that meets the general recognition criteria for intangible assets, discussed at 3.3 above, may be recognised as an addition to an intangible asset. In practice, it is expected that most subsequent expenditure on intangible assets will maintain the expected future economic benefits embodied in the existing intangible asset and will not satisfy the recognition criteria in Section 18. Therefore only rarely would we expect subsequent expenditure to be recognised in the carrying amount of an asset.

3.4.5 Impairment losses

Entities should refer to the requirements of Section 27 to determine whether an intangible asset is impaired. [FRS 102.18.25]. See Chapter 24.

Section 27 requires entities to assess at each reporting date whether these is any indication that an intangible asset may be impaired. If there are indicators of impairment, the entity must estimate the recoverable amount of the intangible asset. [FRS 102.27.7]. Section 27 explains how the entity should do this and when it should recognise or reverse an impairment loss. [FRS 102.18.25].

If there are indicators that an intangible asset is impaired, this could indicate that the entity should review the remaining useful life, amortisation method or residual value of the intangible asset, even if no impairment loss is recognised for the asset. [FRS 102.27.10].

3.4.6 Retirements and disposals

An intangible asset should be derecognised on disposal or when no future economic benefits are expected from its use or disposal. [FRS 102.18.26].

The gain or loss on derecognition, being the difference between the net disposal proceeds and the carrying amount of the asset, [FRS 102.2.52(b)], should be accounted for in profit or loss. [FRS 102.18.26]. This means that any revaluation surplus relating to the asset disposed of is transferred directly to retained earnings and not reflected in profit or loss.

3.5 Presentation and disclosure

The main requirements of Section 18 are set out below, but it may be necessary to refer also to the disclosure requirements of Section 27 in the event of an impairment of an intangible asset (see Chapter 24).

3.5.1 Presentation of intangible assets

Entities are required by Schedule 1 of the Regulations to present a separate heading for intangible assets on the face of the balance sheet. Intangible assets should be analysed into the following sub-headings, either on the face of the balance sheet, or within the notes to the accounts:

  • development costs;
  • concessions, patents, licenses, trade-marks and similar rights and assets;
  • goodwill; and
  • payments on account.

However, company law permits all entities to adapt the subheadings set out above to suit the nature of the entity's business. [1 Sch 4(1)].

3.5.2 General disclosures

Section 18 requires certain disclosures to be presented by class of intangible assets.

The following must be disclosed for each class of intangible assets: [FRS 102.18.27]

  1. the useful lives or the amortisation rates used and the reasons for choosing those periods;
  2. the amortisation methods used;
  3. the gross carrying amount and any accumulated amortisation (aggregated with accumulated impairment losses) at the beginning and end of the period;
  4. the line item(s) of the statement of comprehensive income (or the income statement, if presented) in which any amortisation of intangible assets is included; and
  5. a reconciliation of the carrying amount at the beginning and end of the reporting period showing separately:
    1. additions, indicating separately those from internal development and those acquired separately;
    2. disposals;
    3. acquisitions through business combinations;
    4. revaluations;
    5. amortisation;
    6. impairment losses; and
    7. other changes.

The reconciliation in (e) above does not need to be presented for prior periods.

In addition to the disclosures required above, any impairment of intangible assets is to be disclosed in accordance with Section 27. [FRS 102.27.33(d)]. The nature and effect of any change in useful life, amortisation method or residual value estimates should be disclosed. [FRS 102.10.18].

Entities are also required to provide the following information, to the extent that they apply: [FRS 102.18.28]

  1. a description, the carrying amount and remaining amortisation period of any individual intangible asset that is material to the entity's financial statements;
  2. for intangible assets acquired by way of a grant and initially recognised at fair value:
    1. the fair value initially recognised for these assets; and
    2. their carrying amounts.
  3. the existence and carrying amounts of intangible assets to which the entity has restricted title or that are pledged as security for liabilities; and
  4. the amount of contractual commitments for the acquisition of intangible assets.

3.5.3 Disclosure of research and development expenditure

Entities should disclose the aggregate amount of research and development expenditure recognised as an expense during the period (i.e. the amount of expenditure incurred internally on research and development that has not been capitalised as an intangible asset or as part of the cost of another asset that meets the recognition criteria of FRS 102). [FRS 102.18.29].

Where an entity has elected to capitalise development costs, company law requires disclosure of: [1 Sch 21(2)]

  1. the period over which the amount of the costs that were originally capitalised is being written off; and
  2. the reasons for capitalising the development costs.

Unamortised development costs included as an asset in a company's accounts should be treated as a realised loss for the purpose of calculating a company's distributable profits. However, in special circumstances directors may be able to justify a decision that unamortised development costs included as an asset in a company's accounts should not be treated as a realised loss. In such cases, the circumstances relied upon by the directors in reaching this justification must be disclosed. [s844].

The Regulations also require that the directors' report of large and medium-sized companies and groups should contain an indication of the activities of the company (and its subsidiary undertakings) in the field of research and development. [7 Sch 7(c)].

3.5.4 Additional disclosures when the revaluation model is applied

If intangible assets are accounted for at revalued amounts, an entity should disclose the following: [FRS 102.18.29A]

  1. the effective date of the revaluation;
  2. whether an independent valuer was involved;
  3. the methods and significant assumptions applied in estimating the assets' fair values; and
  4. for each revalued class of intangible assets, the carrying amount that would have been recognised had the assets been carried under the cost model.

UK Company law requires the following additional disclosures:

  1. the years in which the intangible assets were separately valued (so far as known to the directors) and the separate values;
  2. for intangible assets that have been revalued in the financial year, the names of the persons who valued them or particulars of their qualifications for doing so, and the basis of valuation used by them. [1 Sch 52]. However, as FRS 102 allows the use of the revaluation model only where fair value can be determined by reference to an active market, this company law requirement is likely to be of limited relevance to FRS 102 reporters; and
  3. Separate disclosure of the revaluation reserve on the company balance sheet. [1 Sch 35(2)].

3.5.5 Disclosures for additional intangible assets recognised as part of a business combination

When, as part of a business combination, an acquirer elects to recognise intangible assets separately from goodwill for which the recognition criteria in paragraph 4 of Section 18 are satisfied and only one of condition (b) or (c) above is met (see 3.3.2.A above), the nature of those additional intangible assets and the reason why they have been separated from goodwill must be disclosed. [FRS 102.18.28A].

4 PRACTICAL ISSUES

4.1 Website costs

There is no specific guidance on the accounting for website development costs under FRS 102. Given their lack of physical substance, it is likely that these costs would be classified as intangible assets under FRS 102 (see 3.2.2 above). However, certain elements related to developing a website, such as web servers, do have physical substance. Entities may therefore have to exercise judgement in determining whether to apply Section 18 or Section 17 to the elements of a website with physical substance.

Website costs classified as intangible assets would be subject to the specific recognition requirements for internally generated intangible assets within Section 18.

4.2 Measurement of intangible assets: income from incidental operations while an asset is being developed

When an entity generates income while it is developing or constructing an asset, the question arises as to whether this income should reduce the initial carrying value of the asset being developed or be recognised in profit or loss. Section 18 is silent on this issue. For IFRS reporters, IAS 38 requires the entity to consider whether the activity giving rise to income is necessary to bring the asset to the condition necessary for it to be capable of operating in the manner intended by management, or not. Entities reporting under FRS 102 may consider applying a similar assessment. IAS 38 requires the income and related expenses of incidental operations (being those not necessary to develop the asset for its intended use) to be recognised immediately in profit or loss and included in their respective classifications of income and expense. [IAS 38.31].

Whilst IAS 38 is not explicit on the matter, it follows that when the activity is determined to be necessary to bring the intangible asset into its intended use, any income should be deducted from the cost of the asset. An example would be where income is generated from the sale of samples produced during the testing of a new process or from the sale of a production prototype. However, care must be taken to confirm whether the incidence of income indicates that the intangible asset is ready for its intended use, in which case capitalisation of costs would cease, revenue would be recognised in profit or loss and the related costs of the activity would include a measure of amortisation of the asset.

4.3 Measurement of intangible assets: intangible assets acquired for contingent consideration

The consideration payable on acquisition of an intangible asset may sometimes be contingent upon a specified future event or condition. For example, an entity may acquire an intangible asset for consideration comprising a combination of up-front payment, guaranteed instalments for a number of years and additional amounts that vary according to future activity (revenue, profit or number of units output).

Transactions involving contingent consideration are often very complex and payment can be dependent on a number of factors. In the absence of specific guidance in Section 18, entities will be required to determine an appropriate accounting treatment based on the commercial circumstances of the transaction. In practice there are two general approaches. One approach includes the fair value of all contingent payments in the initial measurement of the asset. The other approach considers that these arrangements contain executory contracts that are only accounted for when one of the contracting parties perform. Under both approaches, contingent payments are either capitalised when incurred if they meet the definition of an asset, or expensed as incurred.

4.4 Industry specific practical issues

Entities in certain industries may encounter issues in accounting for intangible assets that are common across the industry. Industry specific issues are not explicitly addressed by Section 18. Entities encountering the following industry specific issues may wish to consider guidance in Chapter 17 of EY International GAAP 2019 in formulating appropriate accounting policies under FRS 102:

  • research and development in the pharmaceutical industry;
  • rate-regulated activities;
  • emission trading schemes;
  • accounting for green certificates or renewable energy certificates;
  • accounting for REACH costs;
  • television and telecommunications programme and broadcast rights; and
  • crypto-assets.

5 SUMMARY OF GAAP DIFFERENCES

The following table shows the differences between FRS 102 and IFRS.

FRS 102 IFRS
Software development costs No specific guidance. We would expect entities to look to the guidance in IFRS.
See 3.2.2 above.
Required to use judgement to assess which element is more significant when an asset incorporates both tangible and intangible elements. Software that is not integral to related hardware is treated as an intangible asset.
Cost of separately acquired intangible assets Comprises purchase price, import duties and non-refundable taxes, trade discounts and rebates; and directly attributable costs of preparing the asset for its intended use.
See 3.3.1.B above
Similar to FRS 102, with additional guidance provided.
Intangible assets acquired in a business combination

(accounting periods beginning on or after 1 January 2019 or where the Triennial review 2017 amendments to FRS 102 have been early adopted)
Required only to recognise separately from goodwill those intangible assets that satisfy the general recognition criteria (see 3.3 above), and both of the following conditions are met:
  1. the intangible asset arises from contractual or other legal rights; and
  2. the intangible asset is separable.

Entities can voluntarily adopt an accounting policy to recognise additional intangible assets of a particular class separately from goodwill where only one of conditions (a) or (b) are met.
See 3.3.2.A above.
Must recognise separately from goodwill where the intangible asset meets the general recognition criteria in IAS 38 and either:
  1. the intangible asset arises from contractual or other legal rights, or;
  2. the intangible asset is separable (i.e. capable of being separated or divided from the entity and sold, transferred, licenced, rented or exchanged either individually or together with a related contract, asset or liability).
Intangible assets acquired in a business combination

(accounting periods beginning prior to 1 January 2019 and where the Triennial review 2017 amendments to FRS 102 have not been early adopted)
The previous version of Section 18 defined intangible assets as separable or arising from contractual or other legal rights, with the only restriction being to prohibit the recognition of intangible assets that are acquired in a business combination and arise from legal or other contractual rights where there is no history or evidence of exchange transactions for the same or similar assets, and otherwise estimating fair value would be dependent on immeasurable variables.
See 3.3.2.A above.
Must recognise separately from goodwill where the intangible asset meets the general recognition criteria in IAS 38 and either:
  1. the intangible asset arises from contractual or other legal rights, or;
  2. the intangible asset is separable (i.e. capable of being separated or divided from the entity and sold, transferred, licenced, rented or exchanged either individually or together with a related contract, asset or liability).

Presumes that intangible assets acquired in a business combination can always be measured reliably.
Intangible assets acquired by government grant Cost of the asset is its fair value at the date the grant is received or receivable.
See 3.3.4 above.
Accounting policy choice – measure at fair value or a nominal amount.
Advertising and promotional expenditure Certain advertising and promotional expenditure should be carried as an asset within inventories.
See 3.3.3.E above.
Expenditure on advertising and promotional activities is recognised as an expense when it is incurred.
Development expenditure Accounting policy choice – an entity may recognise an intangible asset arising from development or from the development phase of an internal project if certain criteria are met.
See 2.3 above.
An entity must recognise an intangible asset arising from development or from the development phase of an internal project if certain criteria (which are consistent with FRS 102) are met.
Amortisation Intangible assets are amortised over a finite useful life.
If an entity is unable to make a reliable estimate, the useful life should not exceed ten years.
Intangible assets with finite useful lives are amortised over their useful lives.
An intangible asset with an indefinite useful life is not amortised.
Renewal periods are included in the useful life of intangible assets that arise from contractual or legal right conveyed for a finite term only if there is evidence to support renewal by the entity without significant cost. Consistent with FRS 102. Additionally, IAS 38 provides examples of indicators that an entity could renew the contractual or legal rights without significant cost.
Review the amortisation method, useful life and residual value of intangible assets if there are indicators that any of these have changed.
See 3.4.3 above.
Review the amortisation method, useful life and residual value of intangible assets at least at each financial year end.
Impairment reviews Required if there are indicators of impairment.
See 3.4.5 above.
Consistent with FRS 102 except impairment reviews required annually and whenever indicators of impairment for indefinite lived intangibles.
Intangible assets acquired in exchange for non-monetary assets Measured at fair value unless the exchange transaction lacks commercial substance; or the fair value of neither the asset received nor the asset given up is reliably measurable. In that case, the asset's cost is measured at the carrying amount of the asset given up.
See 3.3.5 above.
Similar to FRS 102.
IAS 38 additionally provides guidance on determining whether a transaction has commercial substance.
Disclosures The disclosures required by FRS 102 are set out at 3.5 above. The reconciliation table (i.e. opening balances to ending balances) is required only for current period. Similar to FRS 102.
IFRS requires a reconciliation of the carrying amount of intangible assets at the beginning and end of the reporting period for both the current and comparative period. In addition, there are some differences in the items to be included in the reconciliation table
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