ASC 810-30

Research and Development Arrangements

810 Consolidation

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In brief

AdvancedConsolidation Presentation Recognition Initial measurement

ASC 810-30 tells a sponsor how to account for a research and development arrangement in which the sponsor funds 100% of the R&D activities — typically by capitalizing a new entity (Newco) with cash and technology rights, spinning off Newco's Class A common stock to the sponsor's shareholders, and retaining a purchase option and nominal Class B shares. The sponsor reclassifies the contributed cash as restricted cash, recognizes R&D expense as the activities are performed, and records the Class A distribution as a dividend at the fair value of that stock. The Class A stock is presented as noncontrolling interest classified in equity but separate from the parent's equity, and exercise of the purchase option is accounted for like an acquisition of a noncontrolling interest.

Key points (7)

Scope is limited to research and development arrangements in which all funds for the R&D activities are provided by the sponsor (810-30-15-2); arrangements funded by third parties fall under Subtopic 730-20 (810-30-15-3(a)).
The VIE guidance in the Variable Interest Entities Subsections of Subtopic 810-10 must be applied first; if the legal entity is consolidated as a VIE, this Subtopic does not apply (810-30-15-3(b)).
The sponsor must (a) reclassify cash contributed to the new entity as restricted cash at the time of distribution of the Class A common stock, (b) recognize research and development expense as the R&D activities are performed, and (c) account for the distribution of the Class A common stock as a dividend to its common stockholders (810-30-25-3).
The dividend is measured at the fair value of the new entity's Class A common stock and recorded at the time of distribution to the sponsor's stockholders (810-30-30-1).
If the purchase option is exercised, the excess of the exercise price over the carrying amount of the Class A common stock is allocated to assets acquired (generally in-process or completed R&D) and liabilities assumed, like an acquisition of a noncontrolling interest (810-30-35-1).
If the purchase option expires unexercised, the Class A common stock is reclassified to additional paid-in capital as an adjustment to the initial dividend (810-30-35-1).
The Class A common stock is presented as a noncontrolling interest classified as equity but separate from the parent's equity (810-30-45-1), and the sponsor's R&D expense is not allocated to the Class A stock in computing income available to common stockholders for EPS (810-30-45-2).

For students. This is a narrow, structure-specific rule aimed at "R&D spin-off" vehicles used to keep development costs off the sponsor's books — the point is that the sponsor still expenses the R&D and cannot treat the spun-off entity as a true third-party funder. The most common mistake is skipping the ordering rule: you must test the new entity under the VIE guidance in 810-10 first, and only if it is not a consolidated VIE (and the sponsor provides all the funding) do you apply 810-30.

research and development arrangement sponsor spin-off of class a common stock restricted cash dividend measured at fair value purchase option noncontrolling interest in-process research and development

Machine-generated study aid for ASC 810-30. Check the source paragraphs below.

810-30-00Status

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810-30-00-1

The following table identifies the changes made to this Subtopic.

Paragraph	Action	Accounting Standards Update	Date

Fair Value (3rd def.)	Added	Accounting Standards Update No. 2012-04	10/01/2012

810-30-15-3	Amended	Accounting Standards Update No. 2015-02	02/18/2015
810-30-55-1	Amended	Accounting Standards Update No. 2012-04	10/01/2012
810-30-55-3	Amended	Accounting Standards Update No. 2012-04	10/01/2012

810-30-05Overview and Background

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810-30-05-1

This Subtopic provides guidance on whether and how a sponsor should consolidate a research and development arrangement. The guidance follows one example throughout the Subtopic. For guidance on other issues concerning research and development arrangements, see Subtopic 730-20.

810-30-05-2

For guidance on what a research and development arrangement is, see Subtopic 730-20. An overview can be found in paragraphs

730-20-05-1 through 05-9

810-30-15Scope and Scope Exceptions

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Overall Guidance

810-30-15-1

This Subtopic follows the same Scope and Scope Exceptions as outlined in the Overall Subtopic, see Section 810-10-15, with specific transaction qualifications and exceptions noted below.

Transactions

810-30-15-2

The scope of this Subtopic is limited to those research and development arrangements in which all of the funds for the research and development activities are provided by the sponsor of the research and development arrangement.

810-30-15-3

The guidance in this Subtopic does not apply to either of the following:

a
Transactions in which the funds are provided by third parties, which would generally be within the scope of Subtopic 730-20. That Subtopic establishes standards of financial accounting and reporting for an entity that is a party to a research and development arrangement through which it can obtain the results of research and development funded partially or entirely by others.
b
Legal entities required to be consolidated under the guidance on variable interest entities (VIEs). That guidance must be applied first (see the Variable Interest Entities Subsection of Section 810-10-15) before considering this Subtopic. Consolidation by reporting entities of VIEs, which include many legal entities used in research and development arrangements, is addressed by the Variable Interest Entities Subsections of Subtopic 810-10.

Other Considerations

810-30-15-4

This Subtopic provides guidance on consolidation issues; for guidance on other issues concerning research and development arrangements, see Subtopic 730-20.

810-30-25Recognition

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810-30-25-1

This guidance addresses transactions in which a sponsor capitalizes a new entity with cash and rights to certain technology developed by the sponsor, in exchange for Class A and Class B common stock in the new entity. The Class B common shares convey essentially no financial interest to the Sponsor and, other than certain blocking rights, provide the sponsor essentially no voting rights. The sponsor subsequently distributes the Class A common stock to its shareholders subject to a purchase option held by the sponsor. The sponsor then receives funds from the new entity to perform research and development activities. Other potential structures designed to achieve similar objectives also exist. For other types of research and development arrangements, see Subtopic 730-20.

810-30-25-2

While a consolidation approach to the sponsor's accounting is not specified, if the incurred research and development costs were allocated to the new entity's Class B common stock held by the sponsor (because the value of the new entity's Class A common stock is derived from the sponsor's purchase option on those shares, not from the sponsor's initial funding of the new entity), the accounting that would result from consolidation would be essentially the same as that required by this Subtopic.

810-30-25-3

The sponsor of a research and development arrangement shall account for the research and development arrangement as follows:

a
Reclassify the cash contributed to the new entity as restricted cash at the time of distribution of the new entity's Class A common stock.
b
Recognize research and development expense as the research and development activities are performed.
c
Account for the distribution of the new entity's Class A common stock as a dividend to common stockholders of the sponsor.

810-30-30Initial Measurement

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810-30-30-1

The amount of the dividend recognized on the distribution of the new research and development arrangement entity's Class A common stock should be based on the fair value of the new entity's Class A common stock and should be recorded at the time the sponsor distributes the new entity's Class A common stock to its stockholders.

810-30-35Subsequent Measurement

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810-30-35-1

If there is a purchase option, the sponsor of a research and development arrangement shall account for the exercise of the option to acquire the new entity's Class A common stock like the acquisition of noncontrolling interest. That is, the excess of the option exercise price over the carrying amount of the new entity's Class A common stock should be allocated to the assets acquired (generally, in-process or completed research and development) and liabilities assumed (if any). However, if the sponsor does not exercise the purchase option, the new entity's Class A common stock should be reclassified to additional paid-in capital upon expiration of the option as an adjustment to the initial dividend. Example 1 (see paragraph 810-30-55-1) provides an illustration of the application of this guidance to a research and development arrangement.

810-30-45Other Presentation Matters

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810-30-45-1

The new research and development arrangement entity's Class A common stock shall be presented as noncontrolling interest of the sponsor, classified as equity, but separate from the parent's equity.

EPS

810-30-45-2

The research and development expense recognized by the sponsor should not be allocated to the new entity's Class A common stock in determining net income or earnings available to common stockholders of the sponsor in the calculation of earnings per share (EPS).

810-30-55Implementation Guidance and Illustrations

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Illustrations

810-30-55-1

This Example illustrates the guidance in this Subtopic. A sponsor (the Sponsor) capitalizes a newly created, wholly owned subsidiary, Newco, with $110 million and rights to certain technology developed by the Sponsor (assumed to have no book value) in exchange for Newco Class A common stock and Newco Class B common stock with a nominal fair value. Concurrent with its formation, the Sponsor and Newco enter into various agreements including a development contract and purchase option (each described in this Example). Shortly thereafter, the Sponsor distributes all of the Newco Class A common stock to the Sponsor's stockholders. The fair value of the Newco Class A common stock at distribution is $80 million.

810-30-55-2

After the distribution, the Sponsor owns all of the authorized shares of the Newco Class B common stock. The Newco Class B common stock conveys essentially no financial interest to the Sponsor and, other than certain blocking rights, provides the Sponsor essentially no voting rights. Under the development contract, Newco will be required to spend all of the cash contributed to it by the Sponsor (the available funds) in the research and development of technologies mutually agreed upon with the Sponsor. Newco will have no employees other than its chief executive officer and no facilities other than a nominal amount of office space. (For purposes of this Example, investment income on the available funds, the chief executive officer's salary, and office space rent are ignored.) In addition, Newco will contract with the Sponsor to perform all of Newco's research and development activities under the development contract at the Sponsor's cost plus 10 percent. Newco expects that, in paying for such activities, the available funds will be substantially exhausted within the first two years of its existence. For purposes of this Example, it is assumed that the Sponsor incurs $50 million in research and development costs for each year under the development contract. As a result, Newco pays $55 million to the Sponsor for each year of the development contract.

810-30-55-3

Under the purchase option, the Sponsor will have the right to purchase all of the Newco Class A common stock at an exercise price that is intended to approximate the fair value of the shares. The purchase option is exercisable at any time until the second anniversary of the distribution of the Newco Class A common stock. For purposes of this Example, 2 scenarios are assumed under the purchase option—1 in which the option is not exercised and 1 in which the option is exercised for $200 million just before the second anniversary of the distribution of the Newco Class A common stock.

810-30-55-4

Under Newco's certificate of incorporation, Newco is prohibited from taking or permitting any action inconsistent with, or that will in any way alter, the Sponsor's rights under the purchase option without the preapproval of the Sponsor. In addition, until the expiration of the purchase option, Newco may not merge, liquidate, or sell any substantial portion of its assets or amend its certificate of incorporation to alter the purchase option, Newco's authorized capitalization, or the provisions of the certificate of incorporation governing Newco's board of directors without the preapproval of the Sponsor. The journal entries to account for the research and development arrangement are presented in the following table.

Impact at Consolidated Sponsor Level Distribution of Newco's Class A Common Stock Restricted Cash " $110,000,000 " Cash " $110,000,000 " Common Dividend " 80,000,000 " Newco Class A Common Stock (a) " 80,000,000 " Year 1 Research and Development Research and Development Costs Incurred by the Sponsor Research and Development Expense " $50,000,000 " Cash " $50,000,000 " Reimbursement under Development Contract Cash " $55,000,000 " Restricted Cash " $55,000,000 " Year 2 Research and Development Research and Development Costs Incurred by the Sponsor Research and Development Expense " $50,000,000 " Cash " $50,000,000 " Reimbursement under Development Contract Cash " $55,000,000 " Restricted Cash " $55,000,000 " Purchase Option (Two Scenarios) Scenario 1—Option Not Exercised Newco Class A Common Stock " $80,000,000 " Additional Paid-in Capital " $80,000,000 " Scenario 2—Option Exercised In-Process or Completed Research and Development " $120,000,000 " Newco Class A Common Stock " 80,000,000 " Cash " $200,000,000 " Impact of All the Entries Scenario 1—Option Not Exercised Common Dividends " $80,000,000 " Research and Development Expense " 100,000,000 " Additional Paid-in Capital " $80,000,000 " Cash " 100,000,000 " Scenario 2—Option Exercised Common Dividends " $80,000,000 " Research and Development Expense " 100,000,000 " In-Process or Completed Research and Development " 120,000,000 " Cash " $300,000,000 " (a) Accounted for like noncontrolling interest.

810-30-60Relationships

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Collaborative Arrangements

810-30-60-1

For guidance on research and development arrangements conducted as collaborative arrangements, see Topic 808.