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Research and Development IAS 38

§42: No intangible asset arising from research (or from the research phase of an internal project) should be recognized. Expenditure on research (or on the research phase of an internal project) should be recognized as an expense when it is incurred.

§43: This standard takes the view that, in the research phase of a project, an enterprise cannot demonstrate that an intangible asset exists that will generate probable future economic benefits. Therefore, this expenditure is always recognized as an expense when it is incurred.

IAS 38- §45: An intangible asset arising from development (or from the development phase of an internal project) should be recognized if, and only if, an enterprise can demonstrate all of the following:

(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale; (b) its intention to complete the intangible asset and use or sell it;

(c) its ability to use or sell the intangible asset;

(d) how the intangible asset will generate probable future economic benefits. Among other things, the enterprise should demonstrate that 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;

(e) the availability to measure the expenditure attributable to the intangible asset during its development reliability.

§46: In the development phase of a project, an enterprise 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.

§48: To demonstrate how an intangible asset will generate probable future economic benefits, an enterprise assesses the future economic benefits to be received from the asset using the principles in IAS 36, Impairment of Assets. If the asset will generate economic benefits only in combination with other assets, the enterprise applies the concept of cash generating units set out in IAS 36.

§49: Availability of resources to complete, use and obtain the benefits from an intangible asset can be demonstrated by, for example, a business plan showing the technical, financial and other resources needed and the enterprise’s ability to secure those resources. In certain cases, an enterprise demonstrates the availability of the external finance by obtaining a lender’s indication of its willingness to fund the plan.

FAS 2

.108: All research and development costs encompassed by this section shall be charged to expense when incurred.

Business Combinations IAS22

9. In accounting for a business combination, an acquisition is in substance different from a uniting of interests and the substance of the transaction needs to be reflected in the financial statements. Accordingly, a different accounting method is prescribed for each.

10. In virtually all business combinations one of the combining enterprises obtains control over the other combining enterprise, thereby enabling an acquirer to be identified. Control is presumed to be obtained when one of the combining enterprises acquires more than one half of the voting rights of the other combining enterprise unless, in exceptional circumstances, it can be clearly demonstrated that such ownership does not constitute control.

13. In exceptional circumstances, it may not be possible to identify an acquirer. Instead of a dominant party emerging, the shareholders of the combining enterprises join in a substantially equal arrangement to share control over the whole, or effectively the whole, of their net assets and operations. In addition, the managements of the combining enterprises participate in the management of the combined entity. As a result, the shareholders of the combining enterprises share mutually in the risks and benefits of the combined entity. Such business combination is accounted for as a uniting of interests.

17. A business combination, which is an acquisition, should be accounted for by use of the purchase method of accounting as set out in the standards contained in paragraphs 19 to 76.

43. Goodwill should be carried at cost less any accumulated amortization and any accumulated impairment losses.

44. Goodwill should be amortized on a systematic basis over its useful life. The amortization period should reflect the best estimate of the period during which future economic benefits are expected to flow to the enterprise. There is a rebuttable presumption that the useful life of goodwill will not exceed twenty years from initial recognition.

APB 16

.102 Some combinations shall be accounted for by the purchase method and other combinations shall be accounted for by the pooling-of-interests method. The two methods are not alternatives in accounting for the same business combination. A single method shall be applied to an entire combination; the practice known as part-purchase, part-pooling is not acceptable. The acquisition of some or all of the stock held by minority stockholders of a subsidiary shall be accounted for by the purchase method rather than by the pooling-of- interest method.

.103 The distinctive conditions that require pooling-of-interest accounting are described in paragraphs .104 through .107 and combinations involving all of those conditions shall be accounted for as described in paragraphs .109 through .124. All other business combinations shall be treated as the acquisition of one enterprise by another and accounted for by the purchase method as described in paragraphs .125 through .166.

.104 The pooling-of-interests method of accounting is intended to present as a single interest two or more common stockholder interests that were previously independent and the combined rights and risks represented by those interests. […] A business combination that meets all of the conditions specified and explained in paragraphs .105 through .107 shall be accounted for by the pooling-of-interest method. The conditions are classified by (a) attributes of the combining enterprises, (b) manner of combining interests, and (c) absence of planned transactions.

.105 […] (a) Each of the combining enterprises is autonomous and has not been a subsidiary or division of another enterprise within two years before the plan of combination is initiated.

(b) Each of the combining enterprises is independent of the other combining enterprises.

.106 The combining of existing voting common stock interests by the exchange of stock is the essence of a business combination accounted for by the pooling-of-interests method.

APB 17

.110 The period of amortization shall not, however, exceed 40 years. Analysis at the time of acquisition may indicate that the indeterminate lives of some intangible assets are likely to exceed 40 years and the cost of those assets shall be amortized over the maximum period of 40 years, not an arbitrary shorter period.

Employee Stock Option Plans IAS 19

145. This standard does not specify recognition and measurement requirements for equity compensation benefits.

152. In the absence of specific recognition and measurement requirements for equity compensation plans, information about the fair value of the reporting enterprise’s financial instruments used in such plans is useful to users of financial statements. However, because there is no consensus on the appropriate way to determine the fair value of share options, this standard does not require an enterprise to disclose their fair value.

147. An enterprise should disclose:

(a) the nature and terms (including any vesting provisions) of equity compensation plans; (b) the accounting policy for equity compensation plans;

(c)the amounts recognized in the financial statements for equity compensation plans; …

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APB 25

.110

Compensation for services that an employer receives as consideration for stock issued through employee stock option, purchase, and award plans shall be measured by the quoted market price of the stock at the measurement date less the amount, if any, that the employee is required to pay.

.123

Paragraphs .144 through .147 of Section C36 specify the disclosures related to stock based employee compensation arrangements that shall be made in the financial statements.

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