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[/et_pb_text][/et_pb_column][/et_pb_row][/et_pb_section][et_pb_section admin_label=”Section” fullwidth=”off” specialty=”off”][et_pb_row admin_label=”Row”][et_pb_column type=”1_2″][et_pb_text admin_label=”Text” background_layout=”light” text_orientation=”center” text_font_size=”14″ use_border_color=”off” border_color=”#ffffff” border_style=”solid”] [button link=”http://www.frs102.com/members/premium-toolkit/” type=”big” color=”red”] Return to Main Index[/button] [/et_pb_text][/et_pb_column][et_pb_column type=”1_2″][et_pb_text admin_label=”Text” background_layout=”light” text_orientation=”center” text_font_size=”14″ use_border_color=”off” border_color=”#ffffff” border_style=”solid”] [button link=”https://uk.frs102.com/members/premium-toolkit/section-15/” type=”big” color=”red”] Return to Section 15 Home[/button] [/et_pb_text][/et_pb_column][/et_pb_row][/et_pb_section][et_pb_section admin_label=”Section” fullwidth=”off” specialty=”off” transparent_background=”off” allow_player_pause=”off” inner_shadow=”off” parallax=”off” parallax_method=”off” padding_mobile=”off” make_fullwidth=”off” use_custom_width=”off” width_unit=”on” make_equal=”off” use_custom_gutter=”off” gutter_width=”3″][et_pb_row admin_label=”Row”][et_pb_column type=”4_4″][et_pb_text admin_label=”Main Body Text” background_layout=”light” text_orientation=”justified” use_border_color=”off” border_color=”#ffffff” border_style=”solid”]Equity method
Extract from FRS 102: Section 15.13 and extract from Section 14.8
15.13 A venturer shall measure its investments in jointly controlled entities by the equity method using the procedures in accordance with paragraph 14.8 (substituting ‘joint control’ where that paragraph refers to ‘significant influence’, and ‘jointly controlled entity’ where that paragraph refers to ‘associate’).
See below extract from Section 14.8
14.8 Under the equity method of accounting, an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investor’s share of the profit or loss, other comprehensive income and equity of the associate.
a) Distributions and other adjustments to carrying amount
Distributions received from the associate reduce the carrying amount of the investment. Adjustments to the carrying amount may also be required as a consequence of changes in the associate’s equity arising from items of other comprehensive income.
b) Potential voting rights
Although potential voting rights are considered in deciding whether significant influence exists, an investor shall measure its share of profit or loss and other comprehensive income of the associate and its share of changes in the associate’s equity on the basis of present ownership interests. Those measurements shall not reflect the possible exercise or conversion of potential voting rights.
c) Implicit goodwill and fair value adjustments
On acquisition of the investment in an associate, an investor shall account for any difference (whether positive or negative) between the cost of acquisition and the investor’s share of the fair values of the net identifiable assets of the associate in accordance with paragraphs 19.22 to 19.24. An investor shall adjust its share of the associate’s profits or losses after acquisition to account for additional depreciation or amortisation of the associate’s depreciable or amortisable assets (including goodwill) on the basis of the excess of their fair values over their carrying amounts at the time the investment was acquired.
d) Impairment
If there is an indication that an investment in an associate may be impaired, an investor shall test the entire carrying amount of the investment for impairment in accordance with Section 27 as a single asset. Any goodwill included as part of the carrying amount of the investment in the associate is not tested separately for impairment but, rather, as part of the test for impairment of the investment as a whole.
e) Investor’s transactions with associates
The investor shall eliminate unrealised profits and losses resulting from upstream (associate to investor) and downstream (investor to associate) transactions to the extent of the investor’s interest in the associate. Unrealised losses on such transactions may provide evidence of an impairment of the asset transferred.
f) Date of associate’s financial statements
In applying the equity method, the investor shall use the financial statements of the associate as of the same date as the financial statements of the investor unless it is impracticable to do so. If it is impracticable, the investor shall use the most recent available financial statements of the associate, with adjustments made for the effects of any significant transactions or events occurring between the accounting period ends.
g) Associate’s accounting policies
If the associate uses accounting policies that differ from those of the investor, the investor shall adjust the associate’s financial statements to reflect the investor’s accounting policies for the purpose of applying the equity method unless it is impracticable to do so.
h) Losses in excess of investment
If an investor’s share of losses of an associate equals or exceeds the carrying amount of its investment in the associate, the investor shall discontinue recognising its share of further losses. After the investor’s interest is reduced to zero, the investor shall recognise additional losses by a provision (see Section 21 Provisions and Contingencies) only to the extent that the investor has incurred legal or constructive obligations or has made payments on behalf of the associate. If the associate subsequently reports profits, the investor shall resume recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
OmniPro comment
The starting point in determining the amount of income/revenue to recognise is to determine the percentage right of the investor to the joint venture’s profits/losses. In determining the percentage, no account should be taken of options to acquire shares; the percentage is based on the number of shares held at each reporting period.
The equity method of accounting ensures the carrying value of the investment in the consolidated financial statements is as follows:
| Cost of the investment | XX |
| Less share of loss after tax of the joint venture for the financial year | (XX) |
| Plus share of profit after tax of the joint venture for the financial year | XX |
|
Plus/(minus) share of items posted to OCI in joint venture’s books (i.e. revaluations, FX on retranslation) |
XX |
| Less amortisation of goodwill on the investment | (XX) |
| Add amortisation of negative goodwill if applicable | XX |
| Less impairments | (XX) |
|
Plus/(minus) adjustment required to show consistent accounting policies of the group |
XX |
| Less share of dividend received or declared but not paid | (XX) |
|
Less share of unrealised profit from sale of goods by joint venture to Parent/Group company still in stock |
(XX) |
|
Plus share of unrealised loss from sale of goods by joint venture to Parent/Group company still in stock |
(XX) |
| Total carrying amount in the consolidated financial statements | XXX |
Goodwill
Goodwill is consumed within the cost of the investment; it is not shown as a separate asset as is the case in a business combination. Section 14.18 ensures that this goodwill is amortised over its useful life and credited against the investment year on year. Where negative goodwill is identified and once it is double checked, this is written off over the life of the non-monetary assets.
The below example illustrates most of the above points.
Example 6: Equity method accounting
Company A acquired a 35% interest in Company B at the start of the financial year of CU50,000. This was deemed to be a joint venture as all parties had equal say where unanimous consent is required. The net assets of Company B at that time were CU50,000 but the fair value of the net assets was CU70,000, the additional uplift being on the property in the company. The property has a remaining life of 10 years. Goodwill is assumed to have life of 20 years.
The profit after tax of Company B for the year was CU50,000 and a dividend of CU10,000 was declared. Company B posted CU5,000 to other comprehensive income.
Prior to year end Company B sold goods worth CU1,000 to Company A and a profit of CU500 was made by company B on this sale. These goods are still in stock in Company A at the year end.
Company A prepares consolidated financial statements. Assume there is no deferred tax on any unremitted dividends.
The carrying value of the investment in Company A’s consolidated financial statements is as follows:
| Total price paid for 35% share | CU50,000 |
| Less fair value of net assets received (CU70,000*35%) | (CU24,500) |
| Goodwill on acquisition | CU25,500 |
| Amortisation of goodwill over useful life of 20 years (CU25,500/20yr) | CU1,275 |
|
Difference between fair value of net assets and carrying amount of net assets in the books of Company B (CU70,000-CU50,000) |
CU20,000 |
| Company A’s share of the uplift (35%*CU20,000) | CU20,000 |
| Additional depreciation on uplift in fair value per annum (CU7,000/10yrs) | CU700 |
|
Share of Company A’s allocation of post to Company B’s OCI (CU5,000*35%) |
CU1,750 |
|
Total share of unrealised profit on sale of goods to Company A which is still in Company A stock is CU500 * 35%= |
CU175 |
| Carrying value of investment= |
| Company A’s share of net profit after tax (CU50,000*35%) | CU17,500 |
| Company A’s share of OCI debit in Company B | (CU1750) |
| Less goodwill amortisation | (CU1,275) |
| Less additional depreciation on fair value adjustment | (CU700) |
| Less Company A’s share of dividend (CU10,000*35%) | (CU3,500) |
| Total movement in the year | CU10,100 |
| Initial cost of investment | CU50,000 |
| Total carrying amount at end of year | CU60,100 |
*note it would also be acceptable if this was set against inventory in the consolidated financial statements
The journal required to be posted to account for the movement is:
|
|
CU |
CU |
|
Dr Investment in Joint Venture |
10,100 |
|
|
Dr Share of Associates Loss in OCI Cr Share of Joint Venture Profit for year in P&L |
11,850
|
1,750 |
Impairments
The investment is reviewed for impairment indicators annually and once one is identified an impairment review should be performed in line with Section 27-Impairment of Assets. Possible indicators of impairment would include:
- Losses incurred by the joint venture;
- Liquidity issues affecting the payment of dividends; and
- Payment of a large dividend shortly after set up.
In assessing the recoverable amount, it should be based on the higher of the present value of the dividends that the investor expects to receive in the future and the proceeds from the ultimate sale.
Even where the joint venture has booked an impairment on its assets, this is not enough for the investor (the investor will take its proportion of the loss as part of its share of the loss after tax for the year). The investor has to review the carrying amount of the investment for impairment itself.
This will include reviewing:
- Any additional impairment required to be booked on any fair value uplifts recognised on acquisition. In the example above the fair value of the fixed assets were CU20,000 above the net book amounts in the associate. So if we assume the joint venture booked an impairment in its financial statements on the carrying amount of the fixed assets this will mean that the investor would have to recognise an impairment on the CU20,000 uplift as this would not be included in the associates impairment review; and
- Reviewing the carrying amount of the investment. The goodwill included in the carrying amount at that time is not tested separately for impairment but is tested as part of the overall investment.
If there are any loans owed by the associate these would also be required to be accounted for under Section 11 – Basic Financial Instruments.
Transactions between a venturer and a joint venture
Extracts from FRS102 section 15.16 – 15.17
15.16 When a venturer contributes or sells assets to a joint venture, recognition of any portion of a gain or loss from the transaction shall reflect the substance of the transaction. While the assets are retained by the joint venture, and provided the venturer has transferred the significant risks and rewards of ownership, the venture shall recognise only that portion of the gain or loss that is attributable to the interests of the other ventures’. The venturer shall recognise the full amount of any loss when the contribution or sale provides evidence of an impairment loss.
15.17 When a venturer purchases assets from a joint venture, the venturer shall not recognise its share of the profits of the joint venture from the transaction until it resells the assets to an independent party. A venturer shall recognise its share of the losses resulting from these transactions in the same way as profits except that losses shall be recognised immediately when they represent an impairment loss.
If investor does not have joint control
Extract from FRS102 section 15.18
15.18 An investor in a joint venture that does not have joint control shall account for that investment in accordance with Section 11 Basic Financial Instruments or Section 12 Other Financial Instruments Issues or, if it has significant influence in the joint venture, in accordance with Section 14 Investments in Associates.
OmniPro comment
It is very common for the investors to transact with the joint venture. Typical transactions include the following:
- Contribution of cash to the joint venture by the venturers in proportion to the agreed relative shares;
- Contribute other assets to the joint venture which is treated as akin to cash contributed on set up; and
- Make sales to or purchases from the joint venture.
Sales and purchases of goods to and from the joint venture
In the example above in relation to the carrying value of investment in a joint venture in the consolidated financial statements. It can be seen how sales between the group and the joint venture should be accounted for i.e. the profit element relating to the investors share should be deferred until the following year.
In the example above, the joint venture sold goods to the investor, in that instance the profit was deferred and the journal posted to debit share of profit of joint venture and credit the investment in the joint venture. This is known as upward selling. In the following year the journal would be reversed to profit and loss reserves as the profit would have already been included in the joint venture financial statements in the prior year.
Where downward selling occurs i.e. where members of the group or the investor sell to the joint venture company. In this case the journals required are to:
|
Dr Investment in Joint Venture |
|
Dr Revenue |
|
Cr Cost of Sales |
Obviously if a loss was incurred then the journals would reverse.
Example 7: Elimination of profit where investor sells goods to joint venture
Company A the investor sells goods to its 35% associate Company B for CU100,000. This is considered to be a joint venture. The cost of this sale is CU40,000. At the year end the associate company still has these items in stock. Therefore a journal is required to eliminate 35% of the profit on this transaction as follows:
|
|
CU |
CU |
|
Dr Revenue (CU100,000*35%) |
35,000 |
|
|
Cr Cost of Sales (CU40,000*35%) |
|
14,000 |
|
Cr Investment in Joint Venture (CU60,000*35%) |
|
21,000 |
Sale of assets to and from joint ventures
As stated it is very regular that venturers may contribute assets to the joint venture. See examples below on how profit or losses on the transfer of these assets should be accounted for. Some profits need to be deferred.
Example 8: Sale of asset from venturer to joint venture at profit
Company A and Company B create a joint venture company both of which own 50% of that joint venture. Both contribute CU100,000 each. The joint venture then purchases an asset from Company A for CU160,000. The assets NBV was CU140,000 in Company A’s books. At the time of sale, the remaining life of the asset was 10 years. The journal to be posted in Company A’s books are:
|
|
CU |
CU |
|
Dr Investment in Joint Venture |
100,000 |
|
|
Cr Bank |
|
100,000 |
Being journal to reflect investment in joint venture.
|
|
CU |
CU |
|
Dr Bank |
160,000 |
|
|
Cr Investment in Joint Venture |
|
10,000* |
|
Cr PPE |
|
140,000 |
|
Cr Gain on Disposal |
|
10,000 |
*although a profit of CU20,000 (i.e. CU160,000-CU140,000) was made on disposal, 50% (being Company A’s interest in the joint venture) of the profit is deferred as it has not been sold outside the group. This profit will be released to the profit and loss account within the share of the joint ventures’ profits over the remaining life of the asset (i.e. CU10,000/10 yrs= CU1,000 per annum) as this will be depreciated in the books of the joint venture during that period.
In the following year if we assume a profit after tax of CU10,000, then the journal to be posted in the consolidated financial statements is:
|
|
CU |
CU |
|
Dr Investment in Joint Venture (being CU10,000 profit for the year plus the release of CU1,000 of the gain previously deferred as it is now realised as it has been charged as depreciation in the joint venture results) |
11,000 |
|
|
Cr share of joint venture profit |
|
11,000 |
Being journal to reflect share of joint venture profit in the year
Example 9: Sale of asset from venturer to joint venture at loss
If we take example 8 and assume the fixed asset was sold for CU130,000 i.e. a loss was incurred. In this case the full loss should be recognised in Company A’s books. The journals required in the consolidated financial statements are:
|
|
CU |
CU |
|
Dr Loss on Disposal |
10,000 |
|
|
Dr Bank |
130,000 |
|
|
Cr PPE |
|
140,000 |
Being journal to recognise full loss on disposal
Example 10: Sale of asset from joint venture to venturer at loss (Section 15.17)
Company A and Company B create a joint venture company both of which own 50% of that joint venture. Both contribute CU100,000 each. The joint venture then purchases an asset from a third party for CU160,000. The following year the joint venture company sold the property to Company A for CU150,000. The assets NBV was CU140,000 in the joint ventures books. At the time of sale, the remaining life of the asset was 10 years. The journal to be posted in Company A’s books are:
|
|
CU |
CU |
|
Dr Investment in Joint Venture |
5,000 |
|
|
Dr PPE |
145,000* |
|
|
Cr Bank |
|
150,000 |
*This is the price paid of CU150,000 less the profit made by the joint venture attributable to Company A of CU5,000 (CU10,000*50% ownership) which is released over the life of the asset.
The joint venture company would recognise the sale in the normal way.
Creation of joint venture through transfer of assets/subsidiaries
It is often that a joint venture will be created in return for the provision of a business. Section 9 of this website provides example of how this is accounted for. It is specifically dealt with in Section 9.31 (Consolidated and Separate Financial Statements) of FRS 102.
Date of joint venture financial statements
An entity should make every effort to have financial statements up to the same period end as the parent. However where this is not possible the most recent available financial statements should be used. Adjustment should be made to extract the effects of significant transactions that occurred after the date the parent entity financial statements are prepared to.
Accounting policies
Where different accounting policies are used by the joint venture to that of the parent, then adjustments should be made.
Losses in excess of investment
As stated in Section 14.8(h) no provision should be made for any losses in excess of the investment amount unless a legal or constructive obligation exists in accordance with Section 21. Loss should only be recognised to the extent that the investment is written down to nil. Where a long term investment is treated as a net investment in an associate (i.e. a long term loan where settlement is neither likely nor planned in the foreseeable future) the loss would be netted against this investment also.
Where profits are made in the future, these profits will not be recognised until the joint venture comes back into a net asset position.
Example 11: loss in excess of investment
Company A has a 35% joint venture. The cost was CU100,000. At the end of year 1 the joint venture made a loss of CU150,000. In this instance the CU100,000 would be credited against the investment but the CU50,000 would not be recognised as there is no obligation on Company A with regard to these losses.
If in year 2 a profit of CU40,000 was recognised by the joint venture, this CU40,000 would not be recognised as a loss of CU50,000 has went unrecognised previously. Only when another CU10,000 is profit are made can the entity recognise the profit in the parent company consolidated accounts.
If there was a loan which met the definition of a long term investment then CU50,000 of the loss above would be taken off that loan.
Deferred tax on unremitted earning in the consolidated financial statements
As detailed in Section 29, deferred tax may be required to be recognised on unremitted earnings. The reason why there is deferred tax is due to the Groups’ share of the joint ventures results being posted in the consolidated profit and loss but the income/expenses were not taxable/tax deductible for tax purposes in that year.
Determining the deferred tax rate to use will depend on how management expect the investment to be settled i.e. by sale or through the receipt of dividends. If it is expected to be sold, then the capital gains tax rate should be utilised to measure the deferred tax. The timing difference will be the difference between the carrying amount of the investment and the tax base cost.
Where it is expected that the asset will be settled through receipt of dividends, then the tax rate applicable to the receipt of dividends should be used.
Discontinuing the equity method
Extract from FRS102: Section 14.8(i)
- Discontinuing the equity method
An investor shall cease using the equity method from the date that significant influence ceases and, provided the associate does not become a subsidiary in accordance with Section 19 Business Combinations and Goodwill or a joint venture in accordance with Section 15 Investments in Joint Ventures, shall account for the investment as follows:
(i) If the investor loses significant influence over an associate as a result of a full or partial disposal, it shall derecognise that associate and recognise in profit or loss the difference between the proceeds from the disposal and the carrying amount of the investment in the associate relating to the proportion disposed of or lost at the date significant influence is lost. The investor shall account for any retained interest using Section 11 Basic Financial Instruments or Section 12 Other Financial Instruments Issues, as appropriate. The carrying amount of the investment at the date that it ceases to be an associate shall be regarded as its cost on initial measurement as a financial asset; and
(ii) If an investor loses significant influence for reasons other than a partial disposal of its investment, the investor shall regard the carrying amount of the investment at that date as a new cost basis and shall account for the investment using Sections 11 or 12, as appropriate. The gain or loss arising on the disposal shall also include those amounts that have been recognised in other comprehensive income in relation to that associate, where those amounts are required to be reclassified to profit or loss upon disposal in accordance with other sections of this FRS. Amounts that are not required to be reclassified to profit or loss upon disposal of the related assets or liabilities in accordance with other sections of this FRS shall be transferred directly to retained earnings.
OmniPro comment
See the example below for application of the above guidance:
Example 12: Full derecognition of joint venture due to sale
If we take example 6 above and assume at the start of year 2, Company A sold its 35% interest in the joint venture to a third party for CU70,000. The journals to post in the consolidated accounts are:
|
|
CU |
CU |
|
Dr Bank |
70,000 |
|
|
Cr Investment in Joint Venture |
|
60,100 |
|
Cr Profit on Disposal of Associate |
|
9,900 |
Example 13: Partial derecognition of a joint venture due to sale but joint control still retained
If we take example 2 above and assume at the start of year 2, Company A reduced in holding in the joint venture from a 35% to a 25% interest but still the parties agreed that there was joint control. On sale the company received CU20,000 on sale. The journals to post in the consolidated accounts are:
|
|
CU |
CU |
|
Dr Bank |
20,000 |
|
|
Cr Investment in Associate (CU60,100*(10/35)) |
|
17,171 |
|
Cr Profit on Disposal of Joint Venture |
|
2,829 |
From that date on the remaining carrying amount of CU42,929 (CU60,100-CU17,171) is treated as the investment cost.
Example 14: Transfer of joint venture as a result of loss of joint control due to sale
If we take example 6 above and assume at the start of year 2, Company A reduced its holding in the joint venture from a 35% to a 15% interest such that there was no longer joint control. On sale the company received CU30,000. The journals to post in the consolidated accounts are:
|
|
CU |
CU |
|
Dr Profit on Disposal of Joint Venture |
4,343 |
|
|
Dr Bank |
30,000 |
|
|
Cr Investment in Joint Venture (CU60,100*(20/35)) |
|
34,343 |
From the date of sale, the remaining 15% with a carrying amount of CU25,757 (CU60,100-CU34,343) is reclassed as a financial asset and accounted for in accordance with Section 11-Basic Financial Instruments or where significant influence is still maintained accounted for as an associate. Where fair value can be determined it will be fair valued at the end of each reporting date with movements posted in the profit and loss.
Example 15: Loss of joint control not due to sale
If we take example 6 and assume joint control was lost due to additional shares being issued due to certain preference shares converting for example. In this instance no profit or loss is recognised on disposal instead the carrying amount of CU60,100 becomes the investment cost and is accounted for in accordance with Section 11 or Section 14 of FRS 102.
Example 16: Initial carrying amount of a joint venture following loss of control of an entity
In Year 1 Company A purchased a 100% interest in Company B for CU100,000. At the beginning of year 2, Company A disposes of 50% of its interest for CU65,000 resulting in the creation of a joint venture. Therefore at that point the remaining 50% interest is treated as an investment in a joint venture assuming there is joint control. At the date of disposal the carrying amount of the net assets in Company A’s consolidated financial statements was CU70,000 and goodwill was CU10,000. The fair value of Company B’s net assets is CU90,000.
On the sale Company A deconsolidates Company B and accounts for the joint ventures share of the net assets under the equity method. The amount to be recognised as an investment in the joint venture is based on the carrying amount of the net assets and goodwill that has been retained i.e. 50%:CU40,000 ((CU70,000+CU10,000)*50%).
Example 17: Step increase in an existing joint venture
Section 15 does not specifically deal with such circumstances. However, it would be appropriate for the additional interest to be added to the existing carrying amount of the joint venture and the existing interest in the joint venture is not re-measured.
Company A obtained a 20% interest in Company B for CU50,000 and had joint control at that time. At the date of acquisition, the net assets of Company B was CU50,000 but the fair value of the net assets was CU70,000, the additional uplift being on the property in the company. The property has a remaining life of 10 years. Goodwill is assumed to have life of 20 years.
At the start of year 2 Company A acquires a further 10% of Company B for CU10,000. The fair value of the net assets at that time were CU75,000
After the second acquisition Company B is still a joint venture as Company A only owns 45% of the Company and there is still joint control. For reference see below the goodwill calculated on initial recognition
Goodwill recognised at start of year 1
|
|
CU |
|
Total price paid for 35% share |
50,000 |
|
Less fair value of net assets received (CU70,000*35%) |
(24,500) |
|
Goodwill on acquisition |
25,500 |
Goodwill recognised on subsequent acquisition
|
|
CU |
|
Total price paid for 10% share |
10,000 |
|
Less fair value of net assets received (CU75,000*10%) |
(7,500) |
|
Goodwill on acquisition |
3,500 |
Therefore the price paid of CU10,000 is made up of CU3,500 goodwill for the additional 10% acquired. This goodwill will be written off over the useful life.
As can be seen above the previous acquisition is not re-measured. It stays the same.
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