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A reporting entity may enter into an equity-linked contract to issue shares, repurchase shares, or raise financing at a reduced rate. Warrants, forward repurchase contracts, and convertible debt are all examples of equity-linked contracts. An equity-linked contract may be classified in its entirety as equity or a liability (or asset), or may be separated into components that are separately classified. See FG 5 for information on determining whether an equity-linked contract should be separated and how contracts in an entity's own stock should be classified.
If a contract in an entity's own stock meets the requirements for liability (or asset) classification, it is likely to meet the definition of a derivative in ASC 815. In that case, the presentation and disclosure requirements for derivatives discussed in FSP 19 should also be considered.

5.7.1 Disclosure—after adoption of ASU 2020-06

The guidance in ASC 815-40-50-1A establishes disclosure objectives in order for stakeholders to better understand the detailed disclosure requirements related to contracts in an entity’s own equity.

ASC 815-40-50-1A

The disclosure guidance in this Section should help a user of financial statements understand the following:

  1. Information about the terms and features of contracts in an entity’s own equity within the scope of this Subtopic
  2. How those instruments have been reflected in the issuer’s statement of financial position and statement of financial performance
  3. Information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows but has not yet been reflected in the financial statements.

Contracts in an entity’s own equity, for which the disclosure guidance in ASC 815-40-50 is applicable, are described in ASC 815-40-50-2.

ASC 815-40-50-2

The disclosure guidance in this Subtopic applies to freestanding instruments that are potentially indexed to, and potentially settled in, an entity’s own equity, regardless of whether the contract meets the criteria to qualify for the scope exception in Sections 815-40-15 and 815-40-25. Some contracts that are classified as assets or liabilities meet the definition of a derivative instrument under the provisions of Subtopic 815-10. The related disclosures that are required by Sections 815-10-50, 815-25-50, 815-30-50, and 815-35-50 also are required for those contracts. Equity-classified contracts under the provisions of this Subtopic are not required to provide the disclosures required by Section 505-10-50, other than those described in paragraph 815-40-50-5.

A reporting entity is required to disclose its accounting for a contract indexed to its own shares (i.e., as equity or a liability/asset). ASC 815-40-50-5 provides guidance on how to comply with the requirements in ASC 505-10-50 for contracts in an entity’s own equity.

ASC 815-40-50-5

The disclosures required by Section 505-10-50 apply to all contracts within the scope of this Subtopic as follows:

  1. In the case of an option or forward contract indexed to the issuer's equity, the pertinent information to be disclosed under Section 505-10-50 about the contract includes all of the following:
    1. The forward rate
    2. The option strike price
    3. The number of issuer's shares to which the contract is indexed
    4. The settlement date or dates of the contract
    5. The issuer's accounting for the contract (that is, as an asset, liability, or equity).
  2. If the terms of the contract provide settlement alternatives, those settlement alternatives shall be disclosed under Section 505-10-50, including all of the following:
    1. Who controls the settlement alternatives and a description of those alternatives
    2. The maximum number of shares that could be required to be issued to net share settle a contract, if applicable. Paragraph 505-10-50-3 requires additional disclosures for actual issuances and settlements that occurred during the accounting period.
  3. If a contract does not have a fixed or determinable maximum number of shares that may be required to be issued, the fact that a potentially infinite number of shares could be required to be issued to settle the contract shall be disclosed under Section 505-10-50.
  4. For each settlement alternative, the amount that would be paid, or the number of shares that would be issued and their fair value, determined under the conditions specified in the contract if the settlement were to occur at the reporting date and how changes in the fair value of the issuer's equity shares affect those settlement amounts (for example, the issuer is obligated to issue an additional X shares or pay an additional Y dollars in cash for each $1 decrease in the fair value of one share) shall be disclosed under Section 505-10-50. (For some issuers, a tabular format may provide the most concise and informative presentation of these data.)
  5. The disclosures required by paragraph 505-10-50-11 shall be made for any equity instrument in the scope of this Subtopic that is (or would be if the issuer were a public entity) classified as temporary equity. (That paragraph applies to redeemable stock issued by nonpublic entities, regardless of whether the private entity chooses to classify those securities as temporary equity.)
  6. The disclosures required by paragraph 505-10-50-18 also shall be made for an equity-classified contract within the scope of this Subtopic that is entered into in connection with the issuance of convertible preferred stock.

5.7.1A Disclosure—before adoption of ASU 2020-06

A reporting entity is required to disclose its accounting for a contract indexed to its own shares (i.e., as equity or a liability/asset). ASC 815-40-50-5 provides guidance on how to comply with the requirements in ASC 505-10-50 for contracts in an entity's own equity.

ASC 815-40-50-5

The disclosures required by Section 505-10-50 apply to all contracts within the scope of this Subtopic as follows:
  1. In the case of an option or forward contract indexed to the issuer's equity, the pertinent information to be disclosed under Section 505-10-50 about the contract includes all of the following:
    1. The forward rate
    2. The option strike price
    3. The number of issuer's shares to which the contract is indexed
    4. The settlement date or dates of the contract
    5. The issuer's accounting for the contract (that is, as an asset, liability, or equity).
  2. If the terms of the contract provide settlement alternatives, those settlement alternatives shall be disclosed under Section 505-10-50, including both of the following:
    1. Who controls the settlement alternatives
    2. The maximum number of shares that could be required to be issued to net share settle a contract, if applicable. Paragraph 505-10-50-3 requires additional disclosures for actual issuances and settlements that occurred during the accounting period.
  3. If a contract does not have a fixed or determinable maximum number of shares that may be required to be issued, the fact that a potentially infinite number of shares could be required to be issued to settle the contract shall be disclosed under Section 505-10-50.
  4. A contract's current fair value for each settlement alternative (denominated, as relevant, in monetary amounts or quantities of shares) and how changes in the price of the issuer's equity instruments affect those settlement amounts (for example, the issuer is obligated to issue an additional X shares or pay an additional Y dollars in cash for each $1 decrease in stock price) shall be disclosed under Section 505-10-50. (For some issuers, a tabular format may provide the most concise and informative presentation of these data.)
  5. The disclosures required by paragraph 505-10-50-11 shall be made for any equity instrument in the scope of this Subtopic that is (or would be if the issuer were a public entity) classified as temporary equity. (That paragraph applies to redeemable stock issued by nonpublic entities, regardless of whether the private entity chooses to classify those securities as temporary equity.)

5.7.2 Disclosure—modifications or exchanges of equity-classified written call options

New guidance
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU clarifies the guidance related to an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity-classified after modification or exchange. The amendments in the ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects early adoption in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.
ASC 815-40-50-6 summarizes the disclosure requirements related to an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options.

ASC 815-40-50-6

For a freestanding equity-classified written call option modified or exchanged during any of the periods presented and for which an entity has recognized the effect in accordance with paragraph 815-40-35-17, an entity shall disclose the following:
  1. Information about the nature of the modification or exchange transaction (see paragraph 815-40-35-15)
  2. The amount of the effect of the modification or exchange (see paragraph 815-40-35-16)
  3. The manner in which the effect of the modification or exchange has been recognized (see paragraph 815-40-35-17).

See FG 8.3 for further information on the accounting for such modifications or exchanges.

5.7.3 Reclassification

If upon the reassessment of a contract in its own equity, a reporting entity determines that the contract should be reclassified into (or out of) equity, the reporting entity should disclose the reclassification, the reason for the reclassification, and the effect on the financial statements.
See FG 5.7 (after adoption of ASU 2020-06) or FG 5.7A (before adoption of ASU 2020-06) for information on the reassessment and reclassification of contracts in an entity's own equity.
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