Chapter 5 — Subsequent Measurement
Chapter 5 — Subsequent Measurement
5.1 Equity Method Earnings and Losses
ASC 323-10
35-4 Under the equity method, an investor shall recognize its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements rather than in the period in which an investee declares a dividend. An investor shall adjust the carrying amount of an investment for its share of the earnings or losses of the investee after the date of investment and shall report the recognized earnings or losses in income. An investor’s share of the earnings or losses of an investee shall be based on the shares of common stock and in-substance common stock held by that investor. (See paragraphs 323-10-15-13 through 15-19 for guidance on identifying in-substance common stock. Subsequent references in this Section to common stock refer to both common stock and in-substance common stock.)
35-5 The amount of the adjustment of the carrying amount shall be included in the determination of net income by the investor, and such amount shall reflect adjustments similar to those made in preparing consolidated statements including the following adjustments:
- Intra-entity profits and losses. Adjustments to eliminate intra-entity profits and losses.
- Basis differences. Adjustments to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment.
- Investee capital transactions. Adjustments to reflect the investor’s share of changes in the investee’s capital.
- Other comprehensive income.
ASC 970-323
35-2 Investors shall record their share of the real estate venture’s losses, determined in conformity with generally accepted accounting principles (GAAP), without regard to unrealized increases in the estimated fair value of the venture’s assets.
After initial measurement of an equity method investment, an investor should
record its share of an investee’s earnings or losses in income on the basis of the amount of
common stock and in-substance common stock held by the investor. In accordance with ASC
323-10-35-4, the investor should calculate its share of an investee’s earnings and losses by
adjusting the investee’s earnings or losses for amounts allocable to NCI. Potential common
stock issued by the investee (i.e., securities such as options, warrants, convertible
securities, or contingent stock agreements) should not be included in the calculation of the
investor’s share of the investee’s earnings or losses unless these securities represent
in-substance common stock. See Section
2.5 for further discussion related to the determination of whether an
investment is in-substance common stock. The investor’s equity method investment balance is
increased by the investor’s share of the investee’s income and decreased by the investor’s
share of the investee’s losses in the periods in which the investee reports the earnings and
losses rather than in the periods in which the investee declares dividends. In addition,
adjustments to the investor’s share of equity method earnings or losses (and corresponding
adjustments to the carrying value of the equity method investment) are made for certain
items as discussed in detail in Section
5.1.5.
While the guidance above requires an investor to recognize its share of an
investee’s earnings or losses, it does not prescribe the order in which adjustments are made
to the investor’s share of equity method earnings or losses or the allocation method to be
applied. In some cases, the calculation of the investor’s share of the investee’s earnings
or losses may be straightforward (e.g., when there is only one share class and the
distributions received by the investors are consistent with their percentage ownership in
the investee). However, allocation of earnings or losses on the basis of the investor’s
ownership percentage may be more difficult to apply in complex structures in which there are
multiple share classes and investors have different rights and priorities. See Sections 5.1.2 and 5.1.2.1 for further discussion of when
the allocation of the investee’s earnings or losses is disproportionate in relation to the
investor’s ownership interest in the investee.
5.1.1 Impact of Preferred Dividends on an Investor’s Share of Earnings (Losses)
ASC 323-10
35-16 If an investee has outstanding cumulative
preferred stock, an investor shall compute its share of earnings (losses)
after deducting the investee’s preferred dividends, whether or not such
dividends are declared.
An investor is required to calculate its share of an equity method investee’s earnings (losses) after
deduction of any investee preferred dividends on cumulative preferred stock, regardless of whether the
dividends are declared. Conversely, no adjustment is required for preferred dividends on noncumulative
preferred stock unless those dividends have been declared.
Example 5-1
Investor A, Investor B, and Investor C each own investments in Investee Z as follows:
- On January 1, 20X2, A acquires 45 percent (45,000 of 100,000 shares) of the voting common stock of Z for $90,000. Investor A accounts for its investment by using the equity method because of its ability to exercise significant influence over Z. Investor A will recognize its share of Z’s earnings on a pro-rata basis in accordance with its ownership interest in Z.
- On January 1, 20X2, B acquires 10,000 shares of cumulative preferred stock of Z for $50,000, which entitles B to receive an annual dividend of 5 percent (whether or not the dividend is declared).
Investee Z has net income of $25,000 for the year ended December 31, 20X2.
Although not declared, the cumulative preferred dividend on B’s investment in
preferred stock is $2,500. Assume there are no basis differences, intra-entity
profit eliminations, or any other adjustments to net income.
Investor A calculates its share of the earnings of Z to be $10,125 by:
- Deducting the cumulative preferred stock dividend from Z’s net income ($25,000 − $2,500 = $22,500) (adjusted net income).
- Calculating its pro rata share of adjusted net income (45% × $22,500 = $10,125).
On December 31, 20X2, A’s equity method investment balance would be $100,125
(A’s initial investment of $90,000 plus its share of Z’s adjusted net income
of $10,125).
5.1.1.1 Impact of Accretion of Temporary Equity
ASC 480-10-S99-2 provides that:
The initial carrying amount of redeemable preferred stock should be its fair value
at date of issue. [For redeemable preferred stock classified in temporary equity]
[w]here fair value at date of issue is less than the mandatory redemption amount,
the carrying amount shall be increased by periodic accretions.
When calculating its share of an equity method investee’s earnings or
losses, the investor should adjust the net income of the equity method investee for this
accretion of preferred stock. See Section 9.5 of Deloitte’s Roadmap Distinguishing Liabilities From Equity for
additional guidance on the accretion of redeemable preferred stock classified as
temporary equity.
5.1.2 Disproportionate Allocation of an Investee’s Earnings or Losses in Relation to an Investor’s Ownership Interest
ASC 970-323
35-16 Venture agreements may designate different allocations among the investors for any of the following:
- Profits and losses
- Specified costs and expenses
- Distributions of cash from operations
- Distributions of cash proceeds from liquidation.
35-17 Such agreements may also provide for changes in the allocations at specified times or on the occurrence
of specified events. Accounting by the investors for their equity in the venture’s earnings under such
agreements requires careful consideration of substance over form and consideration of underlying values
as discussed in paragraph 970-323-35-10. To determine the investor’s share of venture net income or loss,
such agreements or arrangements shall be analyzed to determine how an increase or decrease in net assets
of the venture (determined in conformity with GAAP) will affect cash payments to the investor over the life of
the venture and on its liquidation. Specified profit and loss allocation ratios shall not be used to determine
an investor’s equity in venture earnings if the allocation of cash distributions and liquidating distributions are
determined on some other basis. For example, if a venture agreement between two investors purports to
allocate all depreciation expense to one investor and to allocate all other revenues and expenses equally, but
further provides that irrespective of such allocations, distributions to the investors will be made simultaneously
and divided equally between them, there is no substance to the purported allocation of depreciation expense.
As described in Section
5.1, when applying the equity method of accounting, an investor should
typically record its share of an investee’s earnings or losses on the basis of the
percentage of the equity interest owned by the investor. However, contractual agreements
often specify attributions of an investee’s profits and losses, certain costs and
expenses, distributions from operations, or distributions upon liquidation that are
different from investors’ relative ownership percentages. For example, developers in the
renewable energy sector often use limited partnerships or similar structures for tax
purposes. A developer of a renewable energy facility that does not generate sufficient
taxable income to offset the tax incentives or investment tax credits (ITCs) generated
from its operations may monetize these tax credits by identifying investors that are able
to use the tax incentives and credits. These renewable “flip” structures are typically set
up as tax pass-through entities to give the investors (i.e., tax equity investors) the
ability to use the tax benefits of the partnership. Within these structures, there are
typically disproportionate equity distributions until a flip date, at which point the
distributions change. In addition, the tax benefits that pass through to the investor are
not recognized in the investee’s net income but generally affect the claim that the tax
equity investor has on the remaining book value. This is just one example of a structure
in which the calculation of an investor’s share of an investee’s earnings or losses may
involve more complexity.
Although ASC 970-323 was written for equity method investments in the real estate industry, we believe that it is appropriate to refer to this literature for guidance on developing an appropriate method of allocating a non-real-estate equity method investee’s economic results among investors when a contractual agreement, rather than relative ownership percentages, governs the economic allocation of earnings or losses. ASC 970-323 implies that for the allocation of the investee’s earnings or losses to be substantive from a financial reporting perspective, it must hold true and best represent cash distributions over the life of the entity. Reporting entities should focus on substance over form. The investor should consider the substance of all relevant agreements when determining how an increase or decrease in the investee’s net assets will affect cash payments to the investor over the investee’s life and upon its liquidation.
Connecting the Dots
We believe that the guiding principle for allocating an investee’s earnings or
losses to equity method investors is to ascertain whether allocations that would
otherwise be made in the current year are at significant risk of being unwound in
subsequent periods because a different allocation method will be used for subsequent
cash distributions. Hence, it is generally not appropriate to use a single blended
rate to recognize an investor’s share of an investee’s earnings and losses when
distributions or earnings and losses of the investee will change over the life of the
investment on the basis of contractual terms. Rather, in such instances professional
judgment must be used, and consideration should be given to the facts and
circumstances at hand. Preparers should consider consulting with their independent
auditors or their professional accounting advisers.
Examples of such considerations are illustrated in ASC 323-10-35-19 (see Section 5.2), ASC 323-10-55-30 through 55-47, and ASC 323-10-55-48 through 55-57 (see Section 5.2.3.1).
Overall, when selecting the most appropriate method with which to recognize earnings on an equity method investment, an investor should consider the principal objective of the equity method, which ASC 323-10-35-4 states is to recognize the investor’s “share of the earnings or losses of an investee in the periods for which they are reported by the investee.” That is, the investor should appropriately reflect the effect of investee transactions on an investor for a given reporting period.
Therefore, when cash flows, tax attributes, and earnings are contractually allocated to investors in disparate ways over the life of an investee, it would be inappropriate for the investor to forecast expectations of the investee’s performance to determine a weighted-average expected return on the investor’s investment when allocating current-period earnings. That is, we believe that the allocation method should generally be consistent with how the contractual provisions allocate earnings in the
current period or how the investor’s rights to the book value change in that current period.
However, we do not think that this means that contractual earnings allocation provisions should
be followed blindly. For example, it may be the case that earnings allocation percentages change
contractually over the investee’s life while operating and liquidating cash distributions remain constant.
In such situations, the substance of the contractual cash distribution provisions may imply relative
membership interests in the investee, while earnings are allocated to achieve certain other form-based
objectives (e.g., an after-tax return). In summary, when earnings, tax attributes, and cash flows are
contractually allocated differently, we think that the substance of those provisions should be carefully
considered.
See Section 6.2 of
Deloitte’s Roadmap Noncontrolling
Interests for further discussion of allocations that are
disproportionate to ownership interests.
Example 5-2
Investors A and C have 40 percent and 60 percent equity interests, respectively, in Investee B, a partnership.
The investors use the equity method to account for their interests in B. Distributions (including those that
would occur if the investee were liquidated) are shared evenly, in accordance with the terms of the partnership
agreement.
In this example, A and C would record their proportionate shares of B’s profits and losses on the basis of the
allocation method specified in the partnership agreement (i.e., equal distribution), since this allocation reflects
the substance of the investment. That is, A and C would not record their equity method earnings on the basis
of 40 percent and 60 percent, respectively, of B’s profits and losses.
Example 5-3
Investor Z has an equity method investment in an LLC that owns income-producing real estate properties.
For financial reporting purposes, the LLC agreement states that 100 percent of depreciation expense and 50
percent of all other income and expense items are to be allocated to Z. However, the agreement states that 50
percent of all cash distributed by the LLC during its operations and upon liquidation should be allocated to Z.
In this example, there is no basis for the allocation of 100 percent of depreciation expense to Z. Therefore, Z
would record its equity method earnings on the basis of 50 percent of the LLC’s total net profits and losses
(including depreciation expense).
5.1.2.1 Hypothetical Liquidation at Book Value Method
Although the Codification does not prescribe a specific method for allocating an
investee’s earnings or losses to investors, reporting entities will often use the
hypothetical liquidation at book value (HLBV) method, which is a balance sheet approach
to encapsulating the change in an investor’s claim on an investee’s net assets as
reported under U.S. GAAP. Under the HLBV method, changes in the investor’s claim on the
investee’s net assets that would result from the period-end hypothetical liquidation of
the investee at book value form the basis for allocating the equity method investor’s
share of the investee’s earnings or losses. However, in applying the HLBV method,
investors should not consider other potential effects of a hypothetical liquidation,
such as debt prepayment or lease termination penalties.
The HLBV method arose in response to increasingly complex capital structures, the lack of prescribed
implementation guidance on how an equity method investor should determine its share of earnings or
losses generated by the equity method investee, and the ensuing diversity in practice. In an attempt to
establish in the authoritative literature the appropriate accounting for equity method investments in
entities with complex structures, the AICPA issued a proposed Statement of Position (SOP), Accounting for Investors’ Interests in Unconsolidated Real Estate Investments, in November 2000. The proposed SOP, which was not ultimately finalized, was intended for investments of unconsolidated real estate. However, the proposal led to increased use of the HLBV method as an acceptable means to allocate earnings or losses of an equity method investee among its investors when each investor’s right to participate in the earnings or losses of the investee is disproportionate to its ownership interest.
Notwithstanding the HLBV method’s origins (or its absence from the Codification), we believe that given the FASB’s focus on substance over form, the HLBV method will often be an acceptable method for allocating an investee’s earnings or losses. Other methods may also be acceptable depending on the facts and circumstances.
Under the HLBV method, a reporting entity
allocates an investee’s earnings or losses to each investor by using the following
formula:
The two examples below illustrate the calculation of an investor’s equity method
earnings or losses under the HLBV method. In addition, Case B from the example in ASC
323-10-55-54 through 55-57 also illustrates, in substance, the application of the HLBV
method (see Section
5.2.3.1).
Example 5-4
Partnership X (or “investee”) was formed to develop and construct a renewable solar energy facility. Partnership X will own the facility and sell electricity at a fixed rate to a local utility under a long-term power purchase agreement. Partnership X is a flow-through entity for tax purposes; therefore, the tax attributes (such as ITCs and accelerated tax depreciation) related to the solar energy facility are allocated to X’s partners in accordance with X’s operating agreement between the partners.
The fair market value of the solar energy facility is $35 million. The tax
equity investor and sponsor (collectively, the
“investors”) will contribute $15.5 million and $19.5
million, respectively, to X. Assume that both the tax
equity investor and the sponsor account for their
investments in X under the equity method.1
Partnership X has a complex capital structure that requires an allocation of
income, gain, loss, tax deductions, and tax credits before and after a “flip
date” to the investors that is not consistent with the investors’ relative
ownership percentages. The flip date is defined as the point in time when the
tax equity investor receives a target after-tax internal rate of return (IRR)
on its investment (in this example, tax equity investor’s target after-tax IRR
is 8 percent). The tax equity investor achieves its IRR through cash
distributions as well as the allocation of ITCs and other tax benefits.
Under the partnership agreement, income, gain, loss, tax deductions, and tax
credits for each tax year will be allocated between the
tax equity investor and the sponsor as follows:2
Pre-Flip | Post-Flip | |
---|---|---|
Tax equity investor | 99 percent | 5 percent |
Sponsor | 1 percent | 95 percent |
Cash distributions for each tax year, which are not designed to approximate GAAP earnings in each period, will
be allocated between the tax equity investor and the sponsor as follows:
Pre-Flip | Post-Flip | |
---|---|---|
Tax equity investor | 25 percent | 5 percent |
Sponsor | 75 percent | 95 percent |
Tax gain (or loss) recognized upon the partnership’s liquidation will be
distributed according to the following waterfall:
-
First, to partners with negative Internal Revenue Code (IRC) Section 704(b)3 capital accounts, the amount needed to bring their capital accounts to zero.
-
Second, to the partners in accordance with their pre-flip sharing ratios (1 percent to the sponsor and 99 percent to the tax equity investor), until the tax equity investor achieves its target IRR.
-
Finally, to the partners in accordance with their post-flip tax sharing ratios (95 percent to the sponsor and 5 percent to the tax equity investor), any remaining gain (or loss).
Note that in this example, we assumed a generic set of liquidation provisions in computing HLBV
equity method income (loss). In practice, there is tremendous diversity in liquidation provisions
from deal to deal since partners develop provisions that more accurately reflect their economic
arrangements.
Given X’s complex capital structure, both the tax equity investor and the
sponsor have elected a policy of calculating their share
of X’s earnings or losses by using the HLBV method. To
determine the amount allocated to each investor under
the HLBV method, the tax equity investor and sponsor
must perform an analysis of the investors’ IRC Section
704(b) capital accounts (as adjusted per the liquidation
provisions of the partnership agreement). The mechanics
of the HLBV method in this type of flip structure
involve a complex combination of U.S. GAAP and tax
concepts, typically consisting of the following steps
(as of each reporting period end):4
-
Determine the investee’s period-end U.S. GAAP capital account balance.
-
Determine the investee’s and each investor’s starting IRC Section 704(b) capital account balance.
-
Calculate the investee’s IRC Section 704(b) book gain (loss) on hypothetical liquidation (U.S. GAAP capital account from step 1 less starting IRC Section 704(b) capital account balance from step 2).
-
Allocate the investee’s IRC Section 704(b) book gain (loss) from step 3 in the following order (specifics as determined by the liquidation provisions in the relevant agreement):
-
Allocate the gain to restore negative IRC Section 704(b) capital account balances to zero.
-
Allocate the gain to the tax equity investor until the target IRR is achieved.
-
Allocate the remaining gain (loss) in accordance with the appropriate residual sharing percentages.
-
-
Add/subtract the gain (loss) allocated in step 4 to each investor’s IRC Section 704(b) capital account balance determined in step 2.
-
Determine the change in each investor’s claim on the investee’s book value during the period (adjusted for contributions and distributions).
The attribution of X’s HLBV equity method income (loss) is calculated for the tax equity investor and the sponsor in years 1 through 3 and is shown below. Note that intra-entity profit and loss eliminations and tax impacts have been ignored for simplicity.
Step 1: Determine the
investee’s period-end U.S. GAAP capital account balance:
Step 2: Determine the
investee’s and each investor’s starting IRC Section 704(b) capital account
balance:
Step 3: Calculate the
investee’s IRC Section 704(b) book gain (loss) on hypothetical liquidation
(U.S. GAAP capital account from step 1 less starting IRC Section 704(b)
capital account balance from step 2):
Step 4: Allocate the
investee’s IRC Section 704(b) book gain (loss) on liquidation:
Step 4(a): Allocate gain to
restore negative capital accounts:
Step 4(b): Allocate gain to
tax equity investor until target after-tax return (IRR) is
achieved:**
Step 4(c): Allocate
remaining gain (loss) in accordance with appropriate residual sharing
percentages:
Step 5: Add/subtract the
gain (loss) allocated in step 4 to each investor’s starting IRC Section
704(b) capital account balance determined in step 2:
Step 6: Determine the change
in each investor’s claim on the investee’s book value during the period
(adjusted for contributions and distributions):
Below are the journal entries the tax equity investor and the sponsor would use to record their contributions, equity method earnings or losses, and distributions related to their equity method investments in Partnership X on the basis of the calculation and summary above.
Note that in year 2, as illustrated in the journal entries below, the tax equity investor recognizes a larger loss (and the sponsor a larger gain) than in the other years; this is a result of the ITC’s being realized. See the Connecting the Dots box below this example for a discussion of diversity in practice related to recognizing the change in the tax equity investor’s rights to book value as a result of the ITC’s being realized. The journal entries below do not illustrate the calculation of any basis difference, as discussed in the Connecting the Dots box. Instead, the entries show the recording of the entire change in HLBV through earnings immediately.
Connecting the Dots
We are aware of diversity in practice related to recognizing earnings and losses
under the HLBV equity method involving ITCs. The accounting for ITCs under ASC 740 by
the tax equity investor can vary depending on whether the investor elects, as an
accounting policy, either to (1) recognize the ITC as an immediate reduction to income
tax expense (the “flow-through method”) or (2) recognize the ITC on a deferred basis
over the life of the underlying asset (the “deferral method”). See Deloitte’s Roadmap
Income Taxes for
further discussion of these methods of recognizing the ITC in earnings. If the
flow-through method is applied, the equity method loss that results from the
application of the HLBV method should always be recognized in earnings. However, if
the deferral method is applied, diversity exists in accounting for the decrease in the
right to book value as a result of the ITC’s impact on the application of the HLBV
method.
When applying the deferral method for ITCs, some tax equity investors, as
illustrated in Example
5-4, recognize the change in the right to book value in equity method
earnings of the tax equity investor in the period in which the ITC is earned (i.e.,
the period in which the underlying asset is placed in service). However, other tax
equity investors believe that it is more appropriate to consider the change in the
right to book value as a result of the ITC’s impact on the application of HLBV to be a
basis difference that would be amortized in accordance with ASC 323-10-35-13 (see
Section 5.1.5.2 for a
discussion of basis differences). If a tax equity investor applies the basis
difference approach, we recommend consultation with an accounting adviser.
This basis difference approach would not be appropriate for the sponsor if it consolidated the investee in accordance with ASC 810.
Example 5-5
Investee R, a partnership, is capitalized by equity contributions from Investor V and Investor T as follows:
Assets, liabilities, and equity for R as of December 31, 20X4, 20X5, and 20X6, are:
Investee R had net income of $50 during 20X5 and $300 during 20X6.
Assume that V accounts for its investment in R under the equity method. Investee R is a limited life entity that does not make regular distributions to its investors. Upon liquidation of R, its net assets are distributed as follows:
- Return of the investors’ capital contributions.
- Return of $100 to T.
- Remainder to the investors on a pro rata basis.
Given R’s complex capital structure, V has elected a policy of calculating its share of R’s earnings or losses by using the HLBV method. Thus, net income for 20X5 and 20X6 is allocated on the basis of the hypothetical liquidations of net assets as of December 31, 20X4, 20X5, and 20X6, as depicted in the chart below. Note that intra-entity profit and loss eliminations and tax impacts have been ignored for simplicity.
Investor V’s share of R’s earnings during 20X5 is zero, because its claim on the book value has remained
unchanged during the year (i.e., T was allocated 100 percent of the net income). Investor V’s share of R’s
earnings during 20X6 is $125 (V’s $325 claim on December 31, 20X6, net assets less its $200 claim on
December 31, 20X5, net assets).
Connecting the Dots
We believe that while it will often be acceptable for an entity to use the HLBV method to allocate
an investee’s earnings or losses, there may be instances in which it would be inappropriate for
an entity to use the HLBV method. Because the HLBV method inherently focuses on how an
investee’s net assets will be distributed in liquidation, a detailed understanding of the investee’s
intention with respect to cash distributions is important. We believe that when provisions
governing the attribution of liquidating distributions differ significantly from those governing the
attribution of ordinary distributions, it would be inappropriate to rely on the HLBV method to
allocate the earnings or losses of a going-concern investee if the investee is expected to make
significant ordinary distributions throughout its life.
5.1.2.2 Capital-Allocation-Based Arrangements
Capital-allocation-based arrangements are fee arrangements in which one or more parties receives
compensation for managing the capital of one or more investors. These arrangements typically include
two payment streams: (1) a management fee (usually a fixed percentage of the net asset value of the
assets under management) and (2) an incentive-based fee (i.e., a fee based on the extent to which a
fund’s performance exceeds predetermined thresholds). Often, a private-equity or real estate fund
manager (who may be the GP and have a small ownership percentage in the fund) will receive incentive-based
fees by way of a disproportionate allocation of capital from a fund’s limited partnership interests if
certain investment returns are achieved (commonly referred to as “carried interests”). This is an example
of a capital-allocation-based arrangement that involves an equity interest (the partnership interests held
by the GP).
Before the adoption of ASU 2014-09 (codified as ASC 606), GP investors that did not have a controlling financial interest in the underlying partnership generally accounted for their GP interest, excluding the disproportionate allocation of profits, by using the equity method of accounting as prescribed in ASC 323. With respect to the incentive-based-fee portion of their GP investments, investors usually applied EITF Topic D-96 (codified in ASC 605-20-S99-1), which specifies two acceptable approaches to
accounting for the receipt of fees for performance-based fee arrangements such as an
incentive-based fee in a capital-allocation-based arrangement:
-
Method 1 — Because of the possibility that fees earned by exceeding performance targets early in the measurement period may be reversed if performance targets are missed later in the measurement period, no incentive-based-fee income is recorded until the end of the measurement period (which in some cases may be coterminous with the life of the fund under management).
-
Method 2 — Incentive-based-fee income is recorded on the basis of the amount that would be due under the relevant formula at any point in time as if the contract were terminated at that date.
Notwithstanding the above, before the adoption of ASU 2014-09, some investors may have been treating the incentive-based-fee portion of their GP investments within the scope of ASC 323 on the basis of footnote 1 of EITF Topic D-96 (although not
codified in ASC 605-20-S99-1), which states:
The SEC staff
understands that in certain entities within the scope of AICPA Statement of Position
No. 78-9, Accounting for Investments in Real Estate Ventures, the manager is
the general partner in a partnership and receives fees in the form of partnership
allocations. If the general partner manager has been accounting for such arrangements
on the equity method in accordance with that SOP, the manager may continue to apply
that method.
With the issuance of ASU 2014-09, the question has arisen about whether these capital-allocation-based arrangements are within the scope of ASC 606 or whether they would be accounted for under other
U.S. GAAP (particularly ASC 323).
We believe that if these capital-allocation-based arrangements are within the
scope of ASC 606, the incentive-based-fee portion would represent variable
consideration. As illustrated in Example 25 in ASC 606-10-55-221 through 55-225, the
application of the variable consideration constraint may result in a delay in
recognition of incentive-based fees for entities that previously chose to apply Method
2. In some cases, this delay may be significant. See Deloitte’s Roadmap Revenue Recognition for
further discussion of constraining estimates of variable consideration.
Notwithstanding Example 25, ASC 606 does not contain explicit guidance on whether capital-allocation-based arrangements that involve an equity interest are within its scope.
We believe that the accounting for an entity’s capital-allocation-based
arrangements will vary in accordance with the nature and substance of the arrangement.
Specifically, certain entities may be able to demonstrate that the incentive-based fee
is an attribute of an equity interest. In such instances, the entity would be able to
make an accounting policy election to account for the incentive-based fee under the
provisions of ASC 606 or ASC 323 since the equity interest, inclusive of the incentive
fee, would qualify for the scope exception outlined in ASC 606-10-15-2(c)(3). See
Section 2.4.2.1.1 for further discussion.
Thus, entities should carefully evaluate the scoping guidance within these topics to determine whether their capital-allocation-based arrangements should be accounted for thereunder, particularly ASC 323.
If an investor determines that the incentive-based-fee portion of its capital-allocation-based arrangements is within the scope of ASC 323 (and thus qualifies for the scope exception to ASC 606 noted above), we believe that the scope exception would be applied only to the incentive-based fee. We believe that the management-fee portion of the capital-allocation-based arrangement, if present, should be accounted for under ASC 606.
Application of the equity method under ASC 323-10-35-4 would permit the investor
to recognize its share of earnings or losses, inclusive of the incentive-based fee, in
the periods in which they are recognized by the underlying investee. The guidance
states, in part, that “[a]n investor’s share of the earnings or losses of an investee
shall be based on the shares of common stock and in-substance common stock held by that
investor.” However, when an agreement designates allocations among the investors of the
investee’s profits and losses, certain costs and expenses, distributions from
operations, or distributions upon liquidation that are different from ownership
percentages, it may not be appropriate for the investor to record equity method income
on the basis of the equity interest owned. Examples of these considerations are
illustrated in ASC 323-10-55-30 through 55-47, ASC 323-10-55-48 through 55-57 (see
Section 5.2.3.1), and ASC
323-10-35-19 (see Section
5.2). ASC 323-10-55-54 through 55-57 also illustrate, in substance, the
application of the HLBV method (see Sections 5.2.3.1 and 5.1.2.1). This guidance is consistent with that in ASC 970-323-35-16 and
35-17 (see Section 5.1.2),
under which the equity method is applied to investments in entities that have legal
agreements designating the allocation of profits and losses and distributions. Given
that capital-allocation-based arrangements often provide for a disproportionate
allocation of profits on the basis of the fair value of underlying investments in a
fund, the investor should carefully determine the most appropriate method of calculating
its share of earnings or losses of the investee after considering all of the
arrangement’s facts and circumstances.
ASC 323-10-45-1 states that “[u]nder the equity method, an investment in common stock shall be
shown in the balance sheet of an investor as a single amount” and that “an investor’s share of earnings
or losses from its investment shall be shown in its income statement as a single amount.” Therefore, if
the investor has determined that it is appropriate to account for the incentive-based-fee portion of its
capital-allocation-based arrangement under ASC 323, we believe that the investor should present its GP
investment in the underlying investee as one unit of account in the same line item in the balance sheet.
Regarding income statement presentation, we are aware of the following two potentially acceptable
views:
- The entire amount of the investor’s share of earnings, including its pro rata allocation of profits as well as allocations under the incentive-based-fee portion of the capital-allocation-based arrangement, represents revenue earned by the investor and should therefore be presented in the revenue total in the income statement. However, since these revenues would be considered outside the scope of ASC 606, the amounts should not be labeled as revenue from contracts with customers in the investor’s financial statements or in the accompanying footnotes and disclosures.
- The entire amount of the investor’s share of earnings, including its pro rata allocation of profits as well as allocations under the incentive-based-fee portion of the capital-allocation-based arrangement, should be reflected in a separate line item outside of revenue in the income statement.
5.1.3 Differences Between Investor and Investee Accounting Policies and Principles
An investor and its equity method investee may prepare their financial statements by using different
accounting policies and principles. Depending on the circumstances, the investor may be required to
make adjustments to the investee’s financial statements when calculating its share of the investee’s
earnings or losses.
5.1.3.1 Equity Method Investee Does Not Follow U.S. GAAP
ASC 970-323
35-20 In
the real estate industry, the accounts of a venture may reflect accounting
practices, such as those used to prepare tax basis data for investors, that
vary from GAAP. If the financial statements of the investor are to be
prepared in conformity with GAAP, such variances that are material shall be
eliminated in applying the equity method.
The term “earnings or losses of an investee” is defined in ASC 323-10-20 as
“[n]et income (or net loss) of an investee determined in accordance with U.S. generally
accepted accounting principles (GAAP).” Therefore, if an investee is not following U.S.
GAAP, an investor that reports under U.S. GAAP must make adjustments to convert the
investee’s financial statements into U.S. GAAP so it can apply the equity method and
record its share of the investee’s earnings or losses. This situation may arise, for
example, when the investee’s financial statements are prepared under IFRS Accounting
Standards or some other basis of accounting (i.e., in the real estate industry when the
investee’s financial statements were prepared by using tax basis information that
differs from U.S. GAAP).
Generally accepted accounting principles in some countries other than the United States permit an investor to recognize its share of net income in an equity method investee by using the investee’s basis of accounting, which may be different from that of the investor. For example, a foreign registrant using French GAAP may have an equity method investee that reports under German GAAP. Because a conversion of the investee’s net income into French GAAP is not required under French GAAP, the financial statements of the investor will simply reflect the investor’s share of the investee’s German GAAP net income.
At the 2000 AICPA Conference on Current SEC Developments, the SEC staff indicated that a foreign registrant that is reconciling to U.S. GAAP must convert the net income of its equity method investees into net income prepared under U.S. GAAP and must list the difference as a reconciling item.
5.1.3.2 Investee Has Elected a Private-Company Alternative
ASC 323-10 — Glossary
Public Business Entity
A public business entity is a business entity meeting any one of the criteria below. Neither a not-for-profit entity nor an employee benefit plan is a business entity.
- It is required by the U.S. Securities and Exchange Commission (SEC) to file or furnish financial statements, or does file or furnish financial statements (including voluntary filers), with the SEC (including other entities whose financial statements or financial information are required to be or are included in a filing).
- It is required by the Securities Exchange Act of 1934 (the Act), as amended, or rules or regulations promulgated under the Act, to file or furnish financial statements with a regulatory agency other than the SEC.
- It is required to file or furnish financial statements with a foreign or domestic regulatory agency in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer.
- It has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on an exchange or an over-the-counter market.
- It has one or more securities that are not subject to contractual restrictions on transfer, and it is required by law, contract, or regulation to prepare U.S. GAAP financial statements (including notes) and make them publicly available on a periodic basis (for example, interim or annual periods). An entity must meet both of these conditions to meet this criterion.
An entity may meet the definition of a public business entity solely because its financial statements or financial information is included in another entity’s filing with the SEC. In that case, the entity is only a public business entity for purposes of financial statements that are filed or furnished with the SEC.
The PCC determines alternatives to existing nongovernmental U.S. GAAP to address
the needs of users of private-company financial statements on the basis of criteria
mutually agreed upon by the PCC and the FASB. The FASB has issued certain ASUs that
contain these PCC alternatives. When an investor accounts for its interest in an
investee, the determination of whether PCC alternatives are allowed and whether there is
any impact to the investor’s recognition of its share of the investee’s earnings or
losses depends on whether the investor and the investee meet the definition of a PBE.
-
If the investor and the investee are not PBEs — If both the investor and the investee are not PBEs, the investor and the investee may use PCC alternatives. The investor may conform the investee’s accounting policies with its own to unwind a PCC alternative elected by the investee. However, if the investee does not apply a PCC alternative, the investor may not change the investee’s accounting policies to conform with its own.
-
If the investor is not a PBE but the investee is a PBE — If the investor is not a PBE but the investee is a PBE, the investor may apply PCC alternatives. The investee is prohibited from applying PCC alternatives in its own separate financial statements. Further, the investor is prohibited from conforming the investee’s accounting policies to its accounting policies (i.e., the investor cannot apply the PCC alternatives to the investee’s financial statements when the investor is preparing its own financial statements).
-
If the investor and the investee are PBEs — If the investor and the investee are PBEs, both the investor and the investee are prohibited from applying PCC alternatives.
-
If the investor is a PBE but the investee is not a PBE — If the investor is a PBE but the investee is not a PBE, the investor is prohibited from applying PCC alternatives. The investee may elect to apply PCC alternatives in its separate financial statements; however, when applying the equity method of accounting, the investor may need to make adjustments in certain circumstances.While not authoritative, the guidance in AICPA Technical Q&As Section 7100.08 distinguishes between when the investor meets criterion (a) versus when it meets criteria (b) through (e) of the ASC master glossary definition of a PBE in the determination of whether any adjustments to equity method pickups would be required.If the investor is a PBE according to criterion (a) of the ASC master glossary definition, the investor is required to reverse the investee’s PCC alternatives when calculating its equity method pickup. The SEC staff has indicated in discussions that PBEs are prohibited from including PCC alternatives in their financial statements on an “indirect” basis when they apply the equity method of accounting. Although the PCC alternatives are considered part of U.S. GAAP, precluding their use by an investor that meets the definition of a PBE (referred to herein as a “PBE investor”) is consistent with requiring investors that apply the equity method to adjust the accounting of an investee that applies other GAAP (e.g., IFRS Accounting Standards) (see Section 5.1.3.1).If the investor is a PBE according to criteria (b) through (e) of the ASC master glossary definition, the investor is not required to reverse the investee’s PCC alternatives when calculating its equity method pickup. However, the investor may elect to do so in certain circumstances (e.g., if it plans to go public).Example 5-6Company P holds an interest in Company Q and accounts for it by applying the equity method. Because P is an SEC registrant, it is a PBE for financial reporting purposes according to criterion (a) of the ASC master glossary definition. Company Q is a private company that has elected to amortize goodwill in accordance with ASC 350-20-15-4 in its own financial statements. In addition, P is not required to include Q’s separate financial statements in its own SEC filings (in accordance with Regulation S-X, Rule 3-09).5 Therefore, for P’s SEC filing purposes, Q does not explicitly meet criterion (a) of the definition of a PBE because Q is not one of the “other entities whose financial statements or financial information are required to be or are included in a filing.” Company P’s accounting under the equity method cannot reflect Q’s election to amortize goodwill. Although Q may be eligible to amortize goodwill when it prepares its stand-alone financial statements, Q’s accounting must be changed to that of a PBE when P applies the equity method to account for its interest in Q. Thus, P would reverse the amortization recorded by Q (and the related tax effects, if any) and evaluate whether the adjusted carrying value of goodwill on Q’s books, without the election to amortize goodwill, would be deemed impaired if Q performed the impairment analysis required of a PBE (i.e., an annual test performed at the reporting-unit level).See Section 5.1.3.4 for details regarding application of the definition of a PBE to an equity method investee and a discussion of the extent to which PBE effective dates of new accounting standards apply when a PBE investor accounts for its interest in an investee that may or may not be a PBE.
5.1.3.3 Investee Applies Different Accounting Policies Under U.S. GAAP
While a PBE investor cannot apply the equity method to account for its interest
in an investee until it adjusts the investee’s financial statements to eliminate any
elected private-company accounting alternatives (as discussed in the previous section),
there is no need to align the investee’s accounting policies with those of the investor
as long as the investee’s policies can be applied by a PBE. That is, in accordance with
the ASC master glossary definition of the term “earnings or losses of an investee,” as
long as the investee’s accounting policies are acceptable under U.S. GAAP, the
investee’s financial statements should not be adjusted to conform to the accounting
policies of the investor.
For instance, if an equity method investee accounts for its inventory under the
last-in, first-out method while the investor uses the first-in, first-out method (or
vice versa), the investor should not adjust the investee’s financial statements to
conform to the investor’s inventory policy. However, it is important for the investor to
understand the impact of these differing accounting policies when calculating equity
method earnings and, specifically, whether any intra-entity profit or loss eliminations
are required. For example, assume that an investor and its equity method investee enter
into a sales contract and the investor determines that the contract is a derivative
while the investee elects the normal purchases and normal sales derivative scope
exception. This difference in accounting policy leads the investor to account for the
contract at fair value, with changes in fair value reported in earnings, while the
investee accounts for the same contract on an accrual basis. In this case, the investor
will have to eliminate unrealized intra-entity profits or losses recognized on the
contract. See Section
5.1.5.1 for details on intra-entity profit or loss eliminations.
5.1.3.4 Investee Adopts a New Accounting Standard on a Different Date
New accounting standards often establish divergent adoption requirements (e.g.,
different effective dates) for PBEs and non-PBEs. The determination of whether an
investor registrant must adjust an equity method investee’s adoption of a new standard
to make it conform to the manner of adoption required of PBEs depends on whether the
equity method investee is considered a PBE. For example, an equity method investee whose
financial statements are included in a registrant’s filing under Regulation S-X, Rule
3-09, because the equity method investee is significant to the registrant is considered
a PBE under U.S. GAAP.
In his remarks before the 2016 AICPA Conference on Current SEC and PCAOB Developments, Jonathan Wiggins, associate chief accountant in the OCA, stated, in part:
Whether an entity is a public business entity can have a significant impact on financial reporting, particularly since certain FASB guidance, including the new revenue, leases, and financial instruments standards, have different effective dates for public business entities. You should ensure that all entities that meet the definition of a public business entity adopt such guidance using the effective dates for public business entities for purposes of the financial statements or financial information included in a filing with the SEC.
OCA has received related questions regarding the accounting for equity method investees that do not otherwise meet the FASB’s definition of a public business entity. [Footnotes omitted]
When a PBE investor accounts for its interest in an investee, the determination of whether the PBE effective dates of new accounting standards apply to (1) the investee’s financial statements or financial information filed with or furnished to the SEC and (2) the PBE investor’s recognition of its share of the investee’s earnings or losses depends on whether the investee (1) is a PBE itself, (2) is a PBE because of its relationship with the PBE investor, or (3) is not a PBE.
- If the investee is a PBE itself — If the investee is a PBE itself (i.e., it meets the definition of a PBE regardless of its relationship with the PBE investor), the investor’s equity method of accounting should be based on the financial statements that the investee prepared by applying the specific PBE transition dates and provisions, if any, of the new accounting standard being adopted. In addition, the investee’s financial statements or financial information filed or furnished by the PBE investor must reflect the investee’s adoption of the new accounting standard and its compliance with the specific PBE transition dates and provisions, if any.
- If the investee is a PBE because of its relationship with the PBE investor — In some instances, an investee meets the definition of a PBE according to the ASC master glossary “solely because its financial statements or financial information is included in another entity’s filing with the SEC.” For example, an SEC filer may include financial statements or financial information of investees that otherwise would not meet the definition of a PBE (referred to herein as “specified PBEs”) in its own filings with the SEC under the following Regulation S-X rules:6
-
Rule 3-05, “Financial Statements of Businesses Acquired or to Be Acquired.”
-
Rule 3-09, “Separate Financial Statements of Subsidiaries Not Consolidated and 50 Percent or Less Owned Persons.”
-
Rule 3-10(g), “Recently Acquired Subsidiary Issuers or Subsidiary Guarantors.”
-
Rule 3-14, “Special Instructions for Real Estate Operations to Be Acquired.”
-
Rule 4-08(g), “Summarized Financial Information of Subsidiaries Not Consolidated and 50 Percent or Less Owned Persons.”
-
Rule 10-01(b)(1), “Interim Financial Statements.”
-
- If the investee is not a PBE — Mr. Wiggins indicated that in the determination of the applicable effective dates of accounting standards, he believes that when an SEC registrant uses the equity method to account for its investment in an entity that is not a PBE, amounts recognized by the registrant would not be considered financial information included in a filing with the SEC under the FASB’s definition of a PBE. Thus, the non-PBE equity method investee would not be required to use PBE effective dates solely to determine the registrant’s application of the equity method of accounting.
See Section
6.4.2.1 for details regarding form and content considerations.
Note that if an investee early adopts a new accounting standard while the investor
adopts that standard on the required adoption date, the investor is not required to
eliminate the effects of the investee's early adoption in its financial statements since
both the investor and investee have complied with the adoption dates for that standard.
However, care must be taken in the elimination of intercompany transactions to avoid the
recognition of profit or loss that results from the investee’s adoption of a new
accounting standard before adoption by the investor.
5.1.3.4.1 Application of PBE Adoption Dates to Equity Method Investees With Different Fiscal Year-Ends
Determining the adoption date for a new accounting standard when a PBE investor and its equity method investee that meets the definition of a PBE have different fiscal year-end dates can be complex. Mr. Wiggins noted that when an equity method investee meets the definition of a PBE, the registrant’s equity method accounting would be expected “to be based on the [investee’s] financial statements prepared using the public business entity effective dates.” Therefore, we believe that when the investee has a different fiscal year-end than the investor, it would be appropriate for the investee to use the adoption date based on the investee’s fiscal year-end, which may be later than the investor’s adoption date.
Example 5-7
Investor K is a PBE that holds an equity method investment in Investee M.
Although M is a private company, it meets the definition of a PBE because
its financial statements are included in K’s SEC filing under Regulation
S-X, Rule 3-09, given that M is significant to K. Investor K has a
December 31 fiscal year-end, whereas M has a June 30 fiscal year-end.
Note that M is permitted to use the non-PBE effective
dates in accordance with the relief provided by the SEC, as described in
ASU 2020-02, which we understand has been extended to include deferral of
the effective dates in ASU 2020-05. However, to illustrate the use of
different fiscal year-ends and not the SEC relief, this example assumes
that both K and M are applying the PBE effective dates.
In its filing of financial statements for the year ending December 31 with the
SEC, K would include M’s financial statements for the year ending June 30.
Because there is a greater-than-three-month lag between K’s and M’s fiscal
year-end dates, the equity method earnings (losses) reported in K’s
financial statements are adjusted in such a way that K is recording its
equity method earnings (losses) in M for the 12 months ending December 31.
See Section
5.1.4 for details related to accounting for an investor’s
share of earnings on a time lag.
ASC 606 and ASC 842 are effective for PBEs for annual periods beginning after December 15, 2017, and December 15, 2018, respectively (i.e., calendar periods beginning on January 1, 2018, and January 1, 2019, respectively), and interim periods therein. Since M meets the definition of a specified PBE, it may choose to adopt these standards by using the PBE effective date.
Investee M would not be precluded from adopting ASC 606 and ASC 842 by using its
own PBE effective date (i.e., July 1, 2018, and July 1, 2019,
respectively). In the year of adoption, this would result in the
reflection in K’s equity method earnings (losses) in M of six months of
M’s accounting before the adoption of ASC 606 and ASC 842 and six months
of M’s accounting after the adoption of ASC 606 and ASC 842. If M were
required to use the PBE adoption date of K (i.e., January 1, 2019), this
would effectively cause M to adopt ASC 606 and ASC 842 as of July 1, 2017,
and July 1, 2018, respectively, which is, respectively, one year before
its own PBE effective date and more than two years before the non-PBE
effective date.
5.1.3.5 Investee Applies Specialized Industry Accounting
ASC 323-10
25-7 For the purposes of applying the equity method of accounting to an investee subject to guidance in an industry-specific Topic, an entity shall retain the industry-specific guidance applied by that investee.
ASC 810-10
25-15 For the purposes of consolidating a subsidiary subject to guidance in an industry-specific Topic, an entity
shall retain the industry-specific guidance applied by that subsidiary.
Under ASC 323-10-25-7, if an equity method investee applies industry-specific
guidance, the investor should retain the application of the industry-specific guidance
when preparing its financial statements. For example, specialized industry accounting
allows investment companies to carry their investments at fair value, with changes in
the fair value of the investments recorded in the statement of operations. Since ASC
323-10 essentially requires a one-line consolidation, an investor that holds investments
that qualify for specialized industry accounting for investment companies (in accordance
with ASC 946) should follow that guidance regardless of whether the investment is
accounted for under the equity method or is consolidated. Therefore, the investor should
record in its statement of operations its share of the earnings or losses, realized and
unrealized, as reported by its equity method investees that qualify for specialized
industry accounting for investment companies.
5.1.4 Accounting for an Investor’s Share of Earnings on a Time Lag
ASC 323-10
35-6 If financial statements of an investee are not sufficiently timely for an investor to apply the equity method
currently, the investor ordinarily shall record its share of the earnings or losses of an investee from the most
recent available financial statements. A lag in reporting shall be consistent from period to period.
In some situations, an equity method investee’s fiscal-year-end date will not be the same as an
investor’s. In addition, an equity method investee may have the same fiscal-year-end date as the
investor, but the financial statements of the equity method investee may not be made available to the
investor in a sufficiently timely manner. The investor should consider all facts and circumstances when
assessing the appropriateness of reporting its share of the equity method investee’s financial results on
a time lag. For instance, investors may receive periodic financial information from investees in the form
of capital statements, performance reports, statements of net asset value, or statements of unit value.
Such financial information is most likely derived from investee accounting records that are substantively
the same as financial statements. Accordingly, investors should carefully evaluate their conclusions
concerning what constitutes an investee’s “most recent available financial statements.”
It is generally acceptable for an investor to apply the equity method accounting by using an equity
method investee’s financial statements with a different reporting date as long as the reporting dates
of the investor and investee are no greater than three months apart. Since equity method accounting
generally results in single-line consolidation, ASC 810-10-45-12 provides the following analogous
guidance:
It ordinarily is feasible for the subsidiary to prepare, for consolidation purposes, financial statements for a
period that corresponds with or closely approaches the fiscal period of the parent. However, if the difference is
not more than about three months, it usually is acceptable to use, for consolidation purposes, the subsidiary’s
financial statements for its fiscal period; if this is done, recognition should be given by disclosure or otherwise
to the effect of intervening events that materially affect the financial position or results of operations.
When the investor reports its share of the results of its equity method investee on a time lag, the
investee’s results should be for the same length of time as the investor’s results. For example, in the
investor’s 12-month financial statements, the investee’s results also would be for the full 12 months,
although the results will be for a different 12 months than the investor’s stand-alone results. It would
not be appropriate to include the investee’s results for a period that is greater or less than 12 months.
The investor’s evaluation of whether to report its share of the equity method investee’s financial results
on a time lag should be performed for each investment separately. For instance, the investor may use a reporting time lag for certain equity method investees but not for others. The decision to use a reporting time lag for an equity method investee should be applied consistently for that investee in each reporting period.
The investor should evaluate material events occurring during the time lag (i.e., the period between the investee’s most recent available financial statements and the investor’s balance sheet date) to determine whether the effects of such events should be disclosed or recorded in the investor’s financial statements. By analogy to ASC 810-10-45-12, “recognition should be given by disclosure or otherwise to the effect of intervening events that materially affect the [investor’s] financial position or results of operations” (emphasis added).
An investor may elect a policy of either disclosing all material intervening
events or both disclosing and recognizing them. Either policy is acceptable and should be
consistently applied to all material intervening events that meet the recognition
requirements of U.S. GAAP. When the investor chooses to recognize material intervening
events, either in accordance with its elected policy or because the events are so
significant that disclosure alone would not be sufficient, it should take care to reflect
only the impact of such events. Further, the investor should track recognized material
intervening events for the time lag to ensure that those events are not recognized again
in subsequent periods. It would generally not be appropriate to present the investor’s
share of more than 12 months of operations for the investee in the investor’s financial
statements (in addition to the effects of the recognized event or another change in the
investor’s accounting for the investee). See Section 11.1.3 of Deloitte’s Consolidation Roadmap for further
discussion of when recognition or disclosure or both are appropriate for material
intervening events. This guidance applies to material (or significant) intervening events
that would affect the investee’s financial results rather than transactions or events of
the investor. For instance, if the investor sold its interest in the investee during the
reporting lag, the sale is a transaction of the investor. Therefore, in such
circumstances, the disposal of the investee should be recognized in the period in which
the disposition occurs, regardless of whether a reporting lag exists. It would be
inappropriate to defer recognition of the transaction at the investor level because the
transaction falls into a different interim or annual period for the investee. Further, if
an investor disposes of its interest in an equity method investee that reports its
financial results on a lag, the investor only recognizes its share of the investee’s
profit (loss) for the period up to the most recently available financial statements of the
investee. Any resulting gain or loss on the disposal of the investee should be recognized
by the investor in the period in which the sale occurred (i.e., not on a lag).
Also, an investor’s other-than-temporary impairment (OTTI) testing of its equity method investments should be performed as of the investor’s balance sheet date, in accordance with ASC 323-10-35-32. The investor should evaluate all impairment indicators that occur during the time lag. See Section 5.5 for additional guidance on evaluating equity method investments for OTTIs, including examples of impairment indicators.
The example below illustrates the adoption of a
new accounting standard when an investor records its share of earnings of its equity
method investee on a time lag.
Example 5-8
Investor Q is a public company that has adopted ASC 606 as of January 1, 2018, by using the modified
retrospective approach. Investor Q records its share of earnings of its equity method investee, G, on a
one-quarter lag. Specifically, for the first quarter of 2018, Q will record its share of G’s earnings for the period
from October 1, 2017, through December 31, 2017. Because of this time lag, the impact from G’s adoption
of ASC 606 would not be included in Q’s results until April 1, 2018. In this situation, we believe that Q should
report its share of the impact from G’s adoption of ASC 606 as an adjustment to equity on April 1, 2018.
Although Q’s ASC 606 adoption date is January 1, 2018, Q records its share of G’s earnings on a one-quarter
lag. Therefore, it is appropriate that Q’s share of G’s cumulative equity adjustment because of ASC 606 adoption
should also be reported on a lag (on April 1, 2018). We believe that since Q recognizes its share of G’s first
quarter earnings in the second quarter, Q should also recognize the cumulative equity adjustment resulting
from G’s adoption of ASC 606 on the first day of the second quarter (April 1, 2018).
In addition, ASC 810-10-45-13 requires investors to record the elimination of a reporting time lag “as
a change in accounting principle in accordance with the provisions of Topic 250.” ASC 250-10-45-2
indicates that an entity may change an accounting principle only if the change is considered preferable,
stating, in part:
A reporting entity shall change an accounting principle only if either of the following apply:
- The change is required by a newly issued Codification update.
- The entity can justify the use of an allowable alternative accounting principle on the basis that it is preferable. [Emphasis added]
While the criterion in ASC 250-10-45-2(b) above refers to preferable methods of
applying accounting principles in situations with multiple allowable alternatives,
investors should view the application and discontinuance of the reporting time lag as a
matter of acceptability rather than preference. That is, the method an investor uses to
apply a reporting time lag and its discontinuance or modification of this method are
matters of fact and necessity rather than elections among multiple acceptable
alternatives. Generally, under ASC 250, voluntary changes in accounting principles must be
presented retrospectively.
Even if an investor’s use of a reporting time lag for its equity method investee was
appropriate in previous periods, the investor must discontinue the use of such time lag
once the equity method investee can produce reliable and timely financial statements by
using the same reporting date as the investor.
Note that if an investor that historically did not use a reporting time lag for its
equity method investee subsequently determines that results should be reported on a time
lag, that change would be considered a change in accounting policy subject to the
requirements in ASC 250. In practice, it is often difficult to justify an investor’s use
of a reporting time lag for its equity method investee when it has historically not used a
time lag. Similarly, it is difficult to justify lengthening the period of a time lag, and
such a change is expected to be rare. In the evaluation of a new or extended time lag
period, the inability to obtain timely financial information from the equity method
investee is generally not sufficient to justify the change. Further, such inability to
obtain timely information may indicate that the investor lacks significant influence over
the equity method investee.
5.1.5 Adjustments to Equity Method Earnings and Losses
As noted in ASC 323-10-35-5 (see Section 5.1), to determine its share of an investee’s
earnings or losses in income, an investor should adjust its share of equity method
earnings or losses (and make corresponding adjustments to the carrying value of the equity
method investment) for the following:
-
Intra-entity profits and losses (see the next section).
-
Amortization or accretion of basis differences (see Section 5.1.5.2).
-
Investee capital transactions (see Section 5.1.5.3).
-
Other comprehensive income (OCI) (see Section 5.1.5.4).
5.1.5.1 Intra-Entity Profits and Losses
ASC 323-10
35-7 Intra-entity profits and losses shall be eliminated until realized by the investor or investee as if the investee were consolidated. Specifically, intra-entity profits or losses on assets still remaining with an investor or investee shall be eliminated, giving effect to any income taxes on the intra-entity transactions, except for any of the following:
- A transaction with an investee (including a joint venture investee) that is accounted for as a deconsolidation of a subsidiary or a derecognition of a group of assets in accordance with paragraphs 810-10-40-3A through 40-5.
- A transaction with an investee (including a joint venture investee) that is accounted for as a change in ownership transaction in accordance with paragraphs 810-10-45-21A through 45-24.
- A transaction with an investee (including a joint venture investee) that is accounted for as the derecognition of an asset in accordance with Subtopic 610-20 on gains and losses from the derecognition of nonfinancial assets.
35-8 Because the equity method is a one-line consolidation, the details reported in the investor’s financial statements under the equity method will not be the same as would be reported in consolidated financial statements under Subtopic 810-10. All intra-entity transactions are eliminated in consolidation under that Subtopic, but under the equity method, intra-entity profits or losses are normally eliminated only on assets still remaining on the books of an investor or an investee.
35-9 Paragraph 810-10-45-18 provides for complete elimination of intra-entity income or losses in consolidation and states that the elimination of intra-entity income or loss may be allocated between the parent and the noncontrolling interests. Whether all or a proportionate part of the intra-entity income or loss shall be eliminated under the equity method depends largely on the relationship between the investor and investee.
35-10 If an investor controls an investee through majority voting interest and enters into a transaction with an investee that is not at arm’s length, none of the intra-entity profit or loss from the transaction shall be recognized in income by the investor until it has been realized through transactions with third parties. The same treatment applies also for an investee established with the cooperation of an investor (including an investee established for the financing and operation or leasing of property sold to the investee by the investor) if control is exercised through guarantees of indebtedness, extension of credit and other special arrangements by the investor for the benefit of the investee, or because of ownership by the investor of warrants, convertible securities, and so forth issued by the investee.
35-11 In other circumstances, it would be appropriate for the investor to eliminate intra-entity profit in relation
to the investor’s common stock interest in the investee. In these circumstances, the percentage of intra-entity
profit to be eliminated would be the same regardless of whether the transaction is downstream (that is, a sale
by the investor to the investee) or upstream (that is, a sale by the investee to the investor).
35-12 Example 3 (see paragraph 323-10-55-27) illustrates the application of this guidance.
ASC 970-323
30-7 An investor shall not record as income its equity in the venture’s profit from a sale of real estate to that
investor; the investor’s share of such profit shall be recorded as a reduction in the carrying amount of the
purchased real estate and recognized as income on a pro rata basis as the real estate is depreciated or when it
is sold to a third party. Similarly, if a venture performs services for an investor and the cost of those services is
capitalized by the investor, the investor’s share of the venture’s profit in the transaction shall be recorded as a
reduction in the carrying amount of the capitalized cost.
35-14 Intra-entity profit shall be eliminated by the investor in relation to the investor’s noncontrolling
interest in the investee, unless one of the exceptions in paragraph 323-10-35-7 applies. An investor that
controls the investee and enters into a transaction with the investee shall eliminate all of the interentity
profit on assets remaining within the group. (See Subsection 323-30-35 for accounting guidance
concerning partnership ownership interest.)
35-15 A sale of property in which the seller holds or acquires a noncontrolling interest in the buyer shall
be evaluated in accordance with the guidance in paragraphs 360-10-40-3A through 40-3B. No profit shall
be recognized if the seller controls the buyer.
As discussed in Section
10.2.1 of Deloitte’s Consolidation Roadmap, ASC 810-10-45-1 and ASC 810-10-45-18 require
intercompany balances and transactions to be eliminated in their entirety. The amount of
profit or loss eliminated would not be affected by the existence of a noncontrolling
interest (e.g., intra-entity open accounts balances, security holdings, sales and
purchases, interest, or dividends). Since consolidated financial statements are based on
the assumption that they represent the financial position and operating results of a
single economic entity, the consolidated statements would not include any gain or loss
transactions between the entities in the consolidated group.
Although ASC 810 provides for complete elimination of intercompany profits or losses in consolidation, it also states that the elimination of intercompany profit or loss may be allocated proportionately between the parent and noncontrolling interests.
Because the equity method is a one-line consolidation, an investor should eliminate its intra-entity profits or losses resulting from transactions with equity method investees until the investor or the investee realizes the profits or losses through transactions with independent third parties.
When performing the analysis about whether an intra-entity sale should be recognized, an investor must determine whether there are any unstated rights or privileges present in the transaction and whether the transaction includes, in whole or in part, a capital contribution or distribution that should be accounted for separately. If recognition of the sale is deemed appropriate, the investor would recognize gross revenue, costs, and profits (or losses) on the transaction, all of which would flow through those respective financial statement line items, as well as its proportionate share of expense recorded by the investee through the application of equity method accounting, which would flow through the same financial statement line item as equity method earnings (losses).
In applying the equity method, the investor will first need to determine whether
intra-entity assets remain on the books of either the investor or the investee (e.g.,
inventory). If assets do remain on the books of either the investor in an upstream
transaction (i.e., a sale by the investee to the investor) or the investee in a
downstream transaction (i.e., a sale by the investor to the investee), the determination
of whether all or only the investor’s proportionate share of the intra-entity profit or
loss is eliminated depends on (1) an evaluation of the nature of the relationship
between the investor and the investee (i.e., generally, whether the investor controls
the investee through a majority voting interest or other means as described in ASC
323-10-35-10) and (2) whether the intra-entity transaction is conducted at arm’s length
in the normal course of business. If an investor controls the investee through a
majority voting interest and the intra-entity transaction is not conducted at
arm’s-length terms, all of the intra-entity profit or loss is required to be eliminated
by the investor. However, situations in which an investor would have control over an
investee through a majority voting interest would be rare because an investor with a
controlling financial interest in a legal entity must consolidate the legal entity under
ASC 810.
In ASU 2017-05, the FASB noted that it had
”placed more emphasis on eliminating differences between the derecognition of assets and
the derecognition of businesses or nonprofit activities.” Therefore, it decided to amend
ASC 323-10-35-7 “to require that no gain or loss should be eliminated when an entity
transfers an asset subject to Subtopic 610-20.” The accounting for intra-entity
transactions is summarized in the following table:
An investor is required to assess an Intra-entity transaction in which assets remain on
the books to determine whether the transaction is at arm’s length. Factors to consider
when assessing whether an intra-entity transaction is at arm’s length include, but are
not limited to, the following:
-
Does the sales price approximate the fair value of the assets transferred, and will payment of the sales price be collected?
-
Does the transaction have economic substance?
-
Does the seller have an obligation to support the asset sold, even after the transaction is completed?
Intra-entity profit or loss elimination is required even if the elimination exceeds the carrying amount of the investor’s equity method investment and therefore results in a negative equity method investment balance. In such instances, it may be acceptable to credit the investor’s inventory or fixed asset balances as appropriate.
Note that an investor also recognizes the tax effects of the
intra-entity transactions, including any deferred taxes, regardless of whether profit or
loss is eliminated. (See Sections
4.5.2 and 12.3
of Deloitte’s Roadmap Income
Taxes for additional guidance on the tax considerations for equity
method investees.) The examples below illustrate the elimination of intra-entity profit
or loss in both upstream and downstream transactions that are within the scope of both
ASC 606 and ASC 610-20. To reflect the intra-entity profit eliminations, an investor
should consider which presentation is most meaningful in the circumstances in accordance
with ASC 323-10-55-28. We believe that there should be consistent application of an
accounting policy for similar facts and circumstances (i.e., it would not be appropriate
to apply different alternatives for the same or similar transactions or
circumstances).
The investor should also disclose its accounting policy for the aforementioned
eliminations.
In addition, investors and equity method investees that engage in downstream or
upstream transactions should consider the related-party disclosure requirements as
discussed in Section 6.3.2.
Once the intra-entity profit or loss is realized by the investor or investee through
transactions with independent third parties (and therefore no intra-entity asset
remains), no elimination is required.
ASC 323-10
55-27 The following Cases illustrate how eliminations of intra-entity profits might be made in accordance with paragraph 323-10-35-7. Both Cases assume that an investor owns 30 percent of the common stock of an investee, the investment is accounted for under the equity method, the income tax rate to both the investor and the investee is 40 percent, the inventory is a good that is an output of the entity’s ordinary activities, and the contract is with a customer that is within the scope of Topic 606 on revenue from contracts with customers:
- Investor sells inventory downstream to investee (Case A)
- Investee sells inventory upstream to investor (Case B).
Case A: Investor Sells Inventory Downstream to Investee
55-28 Assume an investor sells inventory items to the investee (downstream). At the investee’s balance sheet date, the investee holds inventory for which the investor has recorded a gross profit of $100,000. The investor’s net income would be reduced $18,000 to reflect a $30,000 reduction in gross profit and a $12,000 reduction in income tax expense. The elimination of intra-entity profit might be reflected in the investor’s balance sheet in various ways. The income statement and balance sheet presentations will depend on what is the most meaningful in the circumstances.
Case B: Investee Sells Inventory Upstream to Investor
55-29 Assume an investee sells inventory items to the investor (upstream). At the investor’s balance sheet date, the investor holds inventory for which the investee has recorded a gross profit of $100,000. In computing the investor’s equity pickup, $60,000 ($100,000 less 40 percent of income tax) would be deducted from the investee’s net income and $18,000 (the investor’s share of the intra-entity gross profit after income tax) would thereby be eliminated from the investor’s equity income. Usually, the investor’s investment account would also reflect the $18,000 intra-entity profit elimination, but the elimination might also be reflected in various other ways; for example, the investor’s inventory might be reduced $18,000.
Example 5-9
Assets Remain on the Books but Will Be Sold Through to a Third Party
Downstream Transaction
Investor A holds a 40 percent ownership interest in Investee C and accounts for
its investment in C under the equity method. Earnings in C are allocated pro
rata on the basis of the ownership interests in C. Investee C purchases 10
units of inventory from A in an arm’s-length transaction for $1,000 per
unit, which is accounted for in accordance with ASC 606. Investor A’s cost
associated with each unit of inventory is $600, thus generating an
intra-entity profit of $400 for each unit of inventory sold. As of C’s
balance sheet date, 5 units of inventory were sold to independent third
parties and 5 units remain in C’s ending inventory. Investor A should
eliminate $800 of intra-entity profit: (5 units remaining in C’s inventory ×
$400 profit for each unit of inventory) × A’s 40% ownership interest in
C.
To reflect this intra-entity profit elimination, A should consider which
presentation is most meaningful in the circumstances in accordance with ASC
323-10-55-28. Potential acceptable alternatives for recording the
intra-entity profit elimination for this downstream transaction include the
following; however, there could be additional alternatives (such
alternatives ignore the effect of income taxes):
If the transaction between A and C was not considered to be at arm’s length, 100 percent of A’s $2,000 profit
on the 5 units remaining in C’s ending inventory (5 units remaining in ending inventory × $400 profit on each
unit) would be eliminated.
Upstream Transaction
The above example represents a downstream transaction; however, if this were an upstream transaction in
which C was selling the units of inventory to A, the intra-entity elimination by A could be reflected differently
than what is shown depending on the alternative selected by A. Potential acceptable alternatives for recording
the intra-entity profit elimination if this were an upstream transaction include the following; however, there could be additional alternatives (such alternatives ignore the effect of income taxes):
Example 5-10
Assets Remain on the Books That Will Not Be Sold to a Third Party
Assume the same facts as in the example above, except the investee does not
intend to sell the inventory, which has a useful life of five years.
Downstream Transaction
See the example above for initial intra-entity profit elimination alternatives.
Subsequently, the investor would recognize the deferred intra-entity profit of $800 over the five-year useful life of the asset, which effectively adjusts the investor’s share of the depreciation expense recorded by the investee.
Upstream Transaction
See the example above for initial intra-entity profit elimination alternatives.
Subsequently, the investor recognizes the deferred intra-entity profit of $800 over the five-year useful life of the asset.
Example 5-11
Sale of an Asset Within the Scope of ASC 610-20
Downstream Transaction
Investor B holds a 35 percent ownership interest in Investee W and accounts for its investment under the equity method. Investor B sells equipment (that is not an output of its ordinary activities) to W in an arm’s-length transaction for $10,000. Investor B’s cost associated with the equipment is $9,000, resulting in an intra-entity profit of $1,000. Investee W does not intend to sell the equipment, which has a useful life of five years.
On the transaction’s closing date, B concludes that the transaction is the sale of a nonfinancial asset within the scope of ASC 610-20 and determines that W has control of the nonfinancial asset under ASC 606. Therefore, B determines that it should derecognize the equipment under ASC 610-20 and recognize a gain of $1,000 ($10,000 − $9,000) (i.e., no portion of the profit or loss should be eliminated).
Upstream Transaction
Assume the same facts as above, except that the transaction is upstream, wherein W sells the equipment to B (B is not a customer as defined in ASC 606). Intra-entity profit elimination should be recorded in a manner consistent with an upstream sale of assets that (1) are within the scope of ASC 606 and (2) will not be sold to a third party. Thus, B should consider which presentation is most meaningful in the circumstances in accordance with ASC 323-10-55-28. Investor B should disclose its accounting policy for such eliminations.
5.1.5.2 Amortization or Accretion of Basis Differences
ASC 323-10
35-13 A difference between the cost of an
investment and the amount of underlying equity in net assets of an investee
shall be accounted for as if the investee were a consolidated subsidiary.
Paragraph 350-20-35-58 requires that the portion of that difference that is
recognized as goodwill not be amortized. However, if an entity within the
scope of paragraph 350-20-15-4 elects the accounting alternative for
amortizing goodwill in Subtopic 350-20, the portion of that difference that
is recognized as goodwill shall be amortized on a straight-line basis over
10 years, or less than 10 years if the entity demonstrates that another
useful life is more appropriate. Paragraph 350-20-35-59 explains that equity
method goodwill shall not be reviewed for impairment in accordance with
paragraph 350-20-35-58. However, equity method investments shall continue to
be reviewed for impairment in accordance with paragraph 323-10-35-32.
35-14 See paragraph 323-10-35-34 for related guidance when an investment becomes subject to the equity method.
ASC 323-10-35-13 requires an investor to account for the “difference between the
cost of an [equity method] investment and the amount of underlying equity in net assets
of an investee . . . as if the investee were a consolidated subsidiary.” The investor
therefore determines any differences between the cost of an equity method investment and
its share of the fair values of the investee’s individual assets and liabilities by
using the acquisition method of accounting in accordance with ASC 805. Such differences
are commonly known as “basis differences” and result from the investor’s requirement to
allocate the cost of the equity method investment to the investee’s individual assets
and liabilities. Any excess of the cost of an equity method investment over the
proportional fair value of the investee’s assets and liabilities (commonly referred to
as “equity method goodwill”) is recognized in the equity investment balance. See
Section 4.5 for details
regarding the initial measurement of basis differences.
ASC 323-10-35-5 specifies that after initial measurement, adjustments to the
investor’s share of investee earnings or losses (and corresponding adjustments to the
carrying value of the equity method investment) are made for amortization or accretion
of basis differences (aside from equity method goodwill, which is not amortized unless
the PCC alternative is elected — see ASC 323-10-35-13 and Section 5.1.3.2). Note that an investor should make
these adjustments to its share of the investee’s earnings or losses regardless of the
allocation method the investor used to determine its share of investee’s earnings or
losses.
If an investee subsequently disposes of an asset that initially gave rise to an equity
method basis difference recognized by the investor, that basis difference should be
written off at the time of sale and the investor should adjust the equity in earnings to
correctly reflect the investor’s proportionate share of the investee’s reported gain or
loss. Note that the guidance in ASC 323-10-35-13 does not provide specific insights into
the determination of the period over which basis differences should be amortized or
accreted. Generally, basis differences are amortized or accreted over the life of the
underlying assets and liabilities to which the basis differences are attributable. For
instance, if a positive basis difference exists because the investor’s proportionate
share of the fair value of the investee’s net assets exceeds its book value and the
positive basis difference is solely attributable to fixed assets of the equity method
investee with an estimated remaining useful life of 25 years, the positive basis
difference would be amortized over the 25-year life of those specific fixed assets. The
amortization of the positive basis difference would result in increased depreciation
expense recognized by the investor related to the fixed assets of the investee to
reflect the investor’s basis in the investee, thus reducing the investor’s equity method
earnings in each period. Similarly, if a negative basis difference exists because the
investor’s proportionate share of the fair value of the investee’s net assets is less
than its book value and the negative basis difference is solely attributable to fixed
assets of the equity method investee with an estimated remaining useful life of 25
years, the negative basis difference would be accreted over the 25-year life of those
specific fixed assets. The accretion of the negative basis difference would result in
decreased depreciation expense recognized by the investor related to the fixed assets of
the investee to reflect the investor’s basis in the investee, thus increasing the
investor’s equity method earnings in each period. See Section 4.5.1 for further discussion of the limited
circumstances in which initial negative basis differences are recorded as bargain
purchase gains upon initial measurement of an equity method investment.
Example 5-12
Investor X purchases a 40 percent interest in Investee Z for $2 million, applies
the equity method of accounting, and will recognize earnings in Z pro rata
on the basis of its ownership interest. The book value of Z’s net assets is
$3.5 million. The table below shows the book values and fair values of Z’s
net assets (along with X’s proportionate share) as of the investment
acquisition date.
As shown in the table above:
- The book value of Z’s current assets and current liabilities approximate their fair value.
- Investor X determined that Z has patented technology that was internally developed; therefore, costs associated with developing this technology were expensed as incurred rather than recorded as an intangible asset on Z’s books. The patented technology has a fair value of $300,000 and a remaining useful life of 30 years as of the investment acquisition date.
- Investor X determined that the fair value of Z’s fixed assets is $4 million with a remaining useful life of 20 years as of the investment acquisition date.
Assume that for the year after the investment acquisition date, Z’s net income is $1 million. Below is a
calculation of X’s equity method earnings for the period. Assume that allocations of profit and loss as well as
distributions are made in accordance with investor ownership percentages. Further, taxes and intra-entity
profit eliminations are ignored for simplicity.
As shown above, the basis differences attributable to Z’s fixed assets and intangible assets are amortized over their estimated remaining useful lives, creating adjustments to X’s proportionate share of Z’s earnings for the period. As discussed, the $80,000 related to equity method goodwill is not amortized; however, it should be assessed along with the entire equity method investment for impairment in accordance with ASC 323-10-35-32 and 35-32A. See Section 5.5 for further guidance on impairment testing.
5.1.5.3 Investee Capital Transactions
Adjustments to an investor’s share of equity method earnings or losses (and corresponding adjustments to the carrying value of the equity method investment) may be necessary for certain investee capital transactions, including share issuances, share repurchases, and transactions with noncontrolling interest holders, since all of these transactions may affect the investor’s share of the equity method investee’s net assets.
5.1.5.3.1 Treasury Share Repurchases
An investee may repurchase its own shares in a treasury stock transaction. This transaction may affect an investor’s claim to the investee’s net assets.
If the investor participates in the treasury stock transaction (i.e., shares are repurchased from the investor) and it causes a decrease in the investor’s claim to the investee’s net assets, the investor would need to assess whether the decrease results in a loss of significant influence and account for the decrease accordingly (see Sections 5.6.4 and 5.6.5). If the investor does not participate in the treasury stock transaction (i.e., shares are repurchased from other investors only), there will be an increase in the investor’s claim to the investee’s net assets; however, there will also be a decrease to the investee’s net assets in the amount of consideration paid to repurchase the shares. If there is an increase to the investor’s ownership interest with significant influence retained (that is, the investor continues to account for its investment under the equity method), the investor would account for the increase in its claim to the investee’s net assets on a step-by-step basis in a manner similar to that in the accounting described in Section 5.6.3. Although the investor has not directly paid consideration for its increase in ownership interest, it has indirectly acquired an additional ownership interest for consideration equal to the investor’s proportionate share of the consideration paid by the investee for the repurchase. This transaction would not result in a change to the investor’s equity method investment balance, but it would result in a change to the investor’s basis differences that are tracked in memo accounts, as illustrated in the example below.
If a treasury stock transaction results in a change to an investor’s ownership interest with significant
influence retained, the investor should adjust its share of equity method investee earnings and losses as
of the date of the treasury stock transaction to reflect (1) the change in ownership and (2) the impact of
any additional basis differences.
Example 5-13
Investor X holds a 40 percent interest in Investee Z, applies the equity method
of accounting, and will recognize earnings in Z pro rata on the basis of
its ownership interest. Investee Z repurchases 10 percent of its
outstanding voting common shares from third parties for $500,000, which
increases X’s ownership interest in Z to 44 percent. Assume that X does
not obtain a controlling financial interest in Z. The book value of Z’s
net assets at the time of the repurchase is $4.5 million. Although X has
not directly paid consideration for its 4 percent increase in ownership
interest, it has indirectly acquired an additional ownership interest for
consideration of $200,000, which is equal to its 40 percent proportionate
share of the $500,000 of consideration paid by Z for the repurchase. The
table below shows the book values and fair values of Z’s net assets at the
time of the repurchase (along with a calculation of X’s incremental 4
percent share) as of the share repurchase date. Taxes and intra-entity
profit eliminations are ignored for simplicity.
As shown in the table above:
- The book values of Z’s current assets and current liabilities approximate their fair values at the time of repurchase.
- Investor X determined that Z has patented technology that was internally developed; therefore, costs associated with developing this technology were expensed as incurred rather than recorded as an intangible asset on Z’s books. The patented technology has a fair value of $100,000 at the time of repurchase.
On the basis of the calculations in the above table, the $20,000 difference between the cost of X’s investment
($200,000) and its proportionate share of the book value of Z’s net assets ($180,000) is attributable to Z’s
fixed assets ($16,000) and Z’s patented technology ($4,000). The basis differences are presented as part of X’s
overall investment in Z and subsequently tracked in memo accounts. That is, X would not present the $4,000
separately as an “intangible asset” on its balance sheet.
This transaction would not result in a change to X’s equity method investment balance, but it would result in
a change to X’s basis differences that are tracked in memo accounts, as illustrated in the table above. On a
prospective basis, X would adjust its share of equity method investee earnings and losses to reflect (1) the 4
percent increase in ownership and (2) the impact of the additional basis differences.
5.1.5.3.2 Shares Issued to Employees of an Investee
If an investee issues additional shares as a result of employees’ exercise of options, an investor should determine the corresponding impact on its ownership interest in the investee. When the investee issues stock compensation awards to its employees, it recognizes stock compensation expense as the awards vest in accordance with ASC 718 with a corresponding increase to additional paid-in capital (APIC) (as long as the awards are classified as equity). During the vesting period, the investor would recognize its share of the stock compensation expense through its equity method pickup; however, there is no guidance regarding the investor’s accounting for the investee’s increase in APIC. Two acceptable methods that are applied in practice are as follows:
- During the vesting period, the investor reflects the change in its share of the investee’s equity as an adjustment to the investor’s equity method investment with a corresponding adjustment to the investor’s own equity. When these adjustments are coupled with the investor’s recognition of its share of the investee’s stock compensation expense through equity earnings (losses), there is ultimately no net impact on the equity method investment account balance. Instead, the resulting net impact is to equity method earnings (losses) and the investor’s own equity.
- During the vesting period, the investor does not make any adjustments to its equity method investment balance but instead tracks its share of the increase in the investee’s APIC as a reconciling item in memo accounts.
We do not believe that the investor should record its share of the investee’s increase in APIC in equity earnings (losses) given that this would essentially negate the impact of recording the investor’s share of the investee’s stock compensation during the vesting period.
Regardless of the method applied during the vesting period, the investor is required to adjust for the change in its share of the investee’s net assets once the options are exercised (shares are issued to the employees in exchange for consideration equal to the exercise price of the options). See Sections 5.6.4 and 5.6.5 for details on accounting for decreases in an investor’s level of ownership or degree of influence.
5.1.5.3.3 Investee Acquisitions and Dispositions of Noncontrolling Interests
An equity method investee may consolidate certain less than wholly owned subsidiaries and present noncontrolling interests in its financial statements. The investee may transact with noncontrolling interest holders, either acquiring or disposing of noncontrolling interests while retaining a controlling financial interest in the subsidiary. As noted in ASC 810-10-45-23, a parent’s acquisition or disposition of any noncontrolling interest should be accounted for as an equity transaction, with any difference between price paid and the carrying amount of the noncontrolling interest reflected directly in equity and not in net income as a gain or loss. Investee-level transactions with noncontrolling interest holders do not directly involve the investor; however, these transactions would affect the investor’s claim to the investee’s net assets because of the change in the investee’s equity.
If the equity method investee acquires a noncontrolling interest while retaining a controlling financial interest in the subsidiary and thereby causes an increase in the equity method investor’s claim to the investee’s net assets, we believe that the investor should account for the increase on a step-by-step basis, as illustrated in Section 5.1.5.3.1.
If the equity method investee’s subsidiary sells existing shares or issues additional shares to another party while retaining a controlling financial interest in the subsidiary (i.e., creates or increases outstanding noncontrolling interests), the equity method investor should consider the substance of the
transaction. We believe that in these circumstances, there are potentially two accounting outcomes:
- If, in substance, the transaction is structured so that the investor essentially sold a portion of its interest in the equity method investee, we believe that it is appropriate to apply ASC 323-10-35-35 and ASC 323-10-40-1, whereby the investor records a gain or loss in equity method earnings (losses). See Section 5.6.4 for details on accounting for decreases in an investor’s level of ownership when significant influence is retained.
- We also understand that others believe that the issuance of noncontrolling interests at the investee level while the investee retains a controlling financial interest in the subsidiary generally represents an equity transaction not only for the investee but also for the investor in accordance with ASC 810-10-45-23. Under this accounting outcome, the transaction would be accounted for as a change in the investor’s share of the investee’s equity as an adjustment to the investor’s equity method investment with a corresponding adjustment to the investor’s own equity.
We believe that either accounting outcome could potentially be acceptable; however,
the investor should carefully analyze the transaction and apply the view that best
aligns with the substance of the disposal transaction.
For details related to accounting for equity issuances by an investee, see Section 5.6.
5.1.5.4 Other Comprehensive Income
ASC 323-10
35-18 An investor shall record its proportionate share of the investee’s equity adjustments for other
comprehensive income (unrealized gains and losses on available-for-sale securities; foreign currency items; and
gains and losses, prior service costs or credits, and transition assets or obligations associated with pension and
other postretirement benefits to the extent not yet recognized as components of net periodic benefit cost) as
increases or decreases to the investment account with corresponding adjustments in equity. See paragraph
323-10-35-37 for related guidance to be applied upon discontinuation of the equity method.
An investor should record its proportionate share of an equity method investee’s
OCI (which may include foreign currency translation adjustments, actuarial gains or
losses, and gains and losses on AFS debt securities, among other items) as an increase
or decrease to its equity method investment account for the investee, with a
corresponding debit or credit to OCI, which will ultimately be reflected within AOCI in
the equity section of the financial statements. See Section 6.2.3 for further discussion of acceptable
presentation alternatives related to an investor’s share of an equity method investee’s
OCI. See Section 5.6.5.1
for further discussion of the impact to OCI when there is a decrease in the level of
ownership or degree of influence of an equity method investment. Also, see Section 4.5.3 for further discussion of basis differences
related to assets and liabilities measured at fair value and recorded in the investee’s
AOCI.
Example 5-14
On December 31, 20X5, Investor G acquires a 25 percent interest in Investee T
for $500. Investor G accounts for its investment in T under the equity
method and will recognize earnings in T pro rata on the basis of its
ownership interest. For the year ended December 31, 20X6, T has net income
of $1,000 and records a $100 gain in OCI related to foreign currency
translation adjustments. Assuming no basis differences or intra-entity
profit or loss eliminations, G should record the following entries for the
year ended December 31, 20X6:
5.1.6 Dividends Received From an Investee
ASC 323-10
35-17 Dividends received from an investee shall reduce the carrying amount of the investment.
As discussed in Section 5.1, an investor’s equity method investment balance is increased by its share of an investee’s income and decreased by its share of the investee’s losses in the periods in which the investee reports the income and losses rather than in the periods in which the investee declares dividends. Therefore, when dividends or distributions are received from the equity method investee, the investor should record a reduction to its equity method investment balance rather than recording income. See Section 6.2.4 for details related to cash flow classification of dividends and distributions from equity method investees.
To determine whether cash distributions by an equity method investee that exceed
an investor’s carrying amount should be recorded as income or as a liability,
the investor should evaluate whether the following two criteria are met: (1) the
distributions are not refundable by agreement, law, or convention7 and (2) the investor is not liable (and may not become liable) for the
obligations of the investee or otherwise committed or expected to provide
financial support to the investee. If these two criteria are met, the investor
should record the excess cash distributions as income. Otherwise, the investor
should record the excess cash distributions as a liability. If the investor
suspends equity method loss recognition8 and has recorded the cash distributions as income or a liability, the
investor should record future equity method earnings reported by the investee
only after its share of the investee’s cumulative earnings during the suspended
period exceeds the investor’s income or liability recognized for the excess cash
distributions.
The guidance above is supported by the AICPA Issues Paper “Accounting by Investors for Distributions Received in Excess of Their Investment in a Joint Venture” (an addendum to the AICPA Issues Paper “Joint Venture Accounting”), issued on October 8, 1979, which states the following in its advisory conclusion:
A noncontrolling investor in a real estate venture should account for cash distributions received in excess of its investment in a venture as income when (a) the distributions are not refundable by agreement or by law and
(b) the investor is not liable for the obligations of the venture and is not otherwise committed to provide financial support to the venture.
ASC 970-323-35-3 through 35-10 provide further details about an investor’s accounting for its share of losses that are greater than its investment (see Section 5.2). This literature also defines general partnership interests as having unlimited liability; therefore, these interests would meet criterion (2) as described above.
Example 5-15
Investor A and Investor B form Investee C by investing $1 million each in
exchange for a 50 percent ownership interest. Investors A and B both use the
equity method to account for their investment in C and will recognize earnings
in C pro rata on the basis of their ownership interests. Investee C
subsequently incurs a U.S. GAAP loss of $2.4 million. As a result, A’s and B’s
investment balances are exceeded by $200,000 each, but because the losses are
owing to noncash depreciation expense, C has available cash and distributes
$100,000 to both A and B.
The $100,000 distribution made to A is not refundable by agreement, law, or convention, and A is not liable
(and may not become liable) for the obligations of C or otherwise committed or expected to provide financial
support to C. Therefore, A should reduce its investment in C to zero and record the $100,000 received as
income. Investor A would initially record the following journal entry:
If C subsequently becomes profitable, A cannot increase its basis in its investment in C until C’s cumulative
earnings during the suspended period exceed the $100,000 excess distribution. For example, if C subsequently
reported earnings of $1.5 million, A would record $450,000 of equity method earnings, which represents A’s
portion of C’s subsequent earnings (50% × $1.5 million = $750,000), net of A’s previously unrecognized losses
($200,000), less income previously recognized by A for the cash distribution ($100,000). The following journal
entry would be recorded:
Example 5-16
Investor A and Investor B form Investee C by investing $1 million each for a 50
percent ownership interest. Investee C is not a VIE under ASC 810-10.
Investors A and B both use the equity method to account for their investment
in C and will recognize earnings in C pro rata on the basis of their ownership
interests. Investee C subsequently incurs a U.S. GAAP loss of $2.4 million. As
a result, A’s and B’s investment balances are exceeded by $200,000 each, but
because the losses are owing to noncash depreciation expense, C has available
cash and distributes $100,000 to both A and B.
The $100,000 distribution made to B is not refundable by agreement, law, or convention, and B is not liable
(and may not become liable) for C’s obligations. However, B has a history of providing financial support to C.
Therefore, B should reduce its investment in C to zero and should record a liability (negative investment
balance) of $300,000, representing its initial investment of $1 million less (1) its share of equity in losses of
$1.2 million and (2) the cash distributions it received of $100,000. Investor B would initially record the following
journal entry:
Investor B would continue to recognize earnings or losses of C under the equity method. However, B would reduce the liability (e.g., negative investment balance) to zero before recording an asset for its share of earnings in C. For example, if C subsequently reported earnings of $1.5 million, B would record $750,000 of equity method earnings, which represents B’s portion of C’s subsequent earnings (50% × $1.5 million). Investor B would record the following journal entry:
Example 5-17
Four investors form Partnership Z, a limited partnership. The table below summarizes the amounts contributed by, and ownership interests of, each investor.
Partnership Z is not a VIE under ASC 810-10. Partnership Z acquires an operating real estate project for
$180 million, using a nonrecourse mortgage loan to finance the additional $80 million purchase price. Partnership Z subsequently incurs U.S. GAAP losses of $100 million. Therefore, each investor’s investment balance is reduced to zero, but because the losses are owing to noncash depreciation expense, Z has available cash and distributes it to the investors.
As the GP, A is not required to consolidate Z since Z is not a VIE (see
Deloitte’s Consolidation
Roadmap). Accordingly, A uses the equity method to account for
its investment in Z. In these circumstances, A should continue to recognize
any future losses of Z and its receipt of the cash distribution by recording a
liability (e.g., negative investment balance). For a GP, the existence of
nonrecourse debt is not justification for discontinuing the recording of
losses or for recognizing a gain for the cash distribution. Because of its
general partnership interest, A is legally obligated to provide additional
financial support to Z. If A recognizes losses only to the extent of its
investment in Z, it would effectively be recognizing a gain on a debt
extinguishment that has not occurred, which is prohibited in accordance with
ASC 405-20-40-1. Company A would subsequently reduce any liability (negative
investment balance) to zero before recording an asset for its share of
earnings in Z.
Note that A’s journal entries would be similar to those in the previous
example.
Company A should also determine whether it is required to absorb any future losses by Z that are otherwise allocable to the other partners. This decision would depend on whether any other partners, by agreement, convention, or otherwise, are required to provide additional support to Z and, if so, whether they have the financial wherewithal to do so.
In accordance with ASC 323-30-S99-1 and ASC 323-30-35-3, B, C, and D also use
the equity method to account for their investments in Z. Generally, B, C, and
D, as limited partners, would not have unlimited liability or a legal or other
commitment to further support the partnership. Therefore, B, C, and D should
reduce their respective investments to zero and record distributions that
exceed their investments as income. If Z subsequently becomes profitable, B,
C, and D cannot increase their basis in their investment in Z until Z’s
cumulative earnings during the suspended period exceed the excess distribution
amount. However, B, C, and D should carefully review contractual arrangements,
review past funding practices, and consider other relevant facts and
circumstances before reaching this conclusion.
Note that B, C, and D would record journal entries similar to those in Example 5-15.
5.1.7 Interests Held by an Investee
5.1.7.1 Reciprocal Interests
When an investor holds an equity method investment in an investee and the
investee concurrently holds an equity method investment in the investor, such
investments are known as reciprocal interests. The investor should present reciprocal
interests as a reduction of both its investment in the equity method investee and its
equity in the investee’s earnings. In practice, there are two methods of calculating the
investee’s earnings: the treasury stock method and the simultaneous equations method.
Application of the treasury stock method tends to be more common since, as illustrated
in Section 6.6 of
Deloitte’s Roadmap Noncontrolling
Interests, the simultaneous equations method can be very complex.
However, we believe that either method is acceptable as long as an investor applies its
selected method consistently to all reciprocal interests. Under the treasury stock
method, the equity method investor considers its shares held by the equity method
investee to be treasury stock. Therefore, the investor records its share of the
investee’s net income exclusive of the equity method earnings from the investee’s equity
method investment in the investor. Below is an example illustrating the treasury stock
method.
Example 5-18
Entity A owns a 30 percent interest in Entity B, and B owns a 20 percent
interest in A. Entities A and B have 10,000 shares and 5,000 shares,
respectively, of common stock issued and outstanding, and each entity paid
$100 per share for its ownership interests. Entities A and B both use the
equity method to account for their investment in the other party and will
recognize earnings in each other pro rata on the basis of their respective
ownership interests.
Entity A’s basis in its investment in B, B’s basis in A, and A’s corresponding reciprocal interest in A are calculated
as follows:
- Entity A’s basis in B = $100/share × (30% × 5,000 shares) = $150,000.
- Entity B’s basis in A = $100/share × (20% × 10,000 shares) = $200,000.
- Entity A’s reciprocal interest in A = 30% × $200,000 = $60,000.
The reduction in A’s investment should be offset by a decrease in retained earnings, and as with treasury stock,
the offset to the reduction may be presented as a separate line item in A’s equity section.
Entity A’s Journal Entries
Initial investment in B:
Entity B’s investment in A and B’s reciprocal interest in B would be calculated and accounted for similarly:
- B’s basis in A = $100/share × (20% × 10,000 shares) = $200,000.
- A’s basis in B = $100/share × (30% × 5,000 shares) = $150,000.
- B’s reciprocal interest in B = 20% × $150,000 = $30,000.
Entity B’s Journal Entries
Initial investment in A:
If earnings of A, exclusive of any equity in B, total $100,000 (“direct earnings
of A”) and earnings of B, exclusive of any equity in A, total $50,000
(“direct earnings of B”), net income and earnings per share (EPS) for A and
B, respectively, are calculated as follows:
Net income and EPS of A:
Although A owns 30 percent of B, A’s investment in B is reduced for its ownership interest in itself through B’s reciprocal 20 percent ownership interest in A’s stock.
Net income and EPS of B:
Although B owns 20 percent of A, B’s investment in A is reduced for its ownership interest in itself through A’s reciprocal 30 percent ownership interest in B’s stock.
5.1.7.2 Earnings or Losses of an Investee’s Subsidiary
As described in Section 3.2.7.1, when an investor accounts for direct interests in both an investee and
an investee’s subsidiary under the equity method of accounting, the investor should adjust the investee’s
financial information to exclude the earnings or losses of the investee’s subsidiary in which the investor
has a direct interest to determine its proportionate share of the investee’s earnings or losses.
Example 5-19
Direct Investment in an Investee’s Consolidated Subsidiary
Entity A owns a 30 percent voting interest in Entity B that is accounted for
under the equity method of accounting (i.e., A has ability to exercise
significant influence over B) and a 15 percent voting interest in Entity C.
Entity A will recognize earnings in B pro rata on the basis of its ownership
interest. Entity B owns an 80 percent voting interest in C that is
considered a controlling financial interest, requiring B to consolidate C
under ASC 810-10.
Since B controls C, and A has the ability to exercise significant influence over B, A has the ability to exercise
significant influence over C, despite the fact that A has only a 15 percent direct voting interest in C. Therefore, A
should account for its investment in C under the equity method of accounting.
Entity B’s consolidated financial statements for the year ended 20X6 and A’s proportionate share of earnings
(both the correct and incorrect application) are as follows (for simplicity, taxes, intra-entity transactions, and
basis differences are ignored):
The incorrect computation double counts A’s proportionate share of the earnings
in C since 100 percent of C’s earnings are included in net income (i.e., net
income has not been adjusted to exclude the net income attributable to the
noncontrolling interest, 15 percent of which is attributable to A).
5.1.7.3 Earnings or Losses of a Consolidated Subsidiary’s Investee
As described in Section 3.2.7, an investor that
does not have the ability to exercise significant influence through its direct interests
in an investee may have such ability through a combination of direct and indirect
interests. When an investor accounts for indirect interests in an investee under the
equity method of accounting, the investor should calculate its proportionate share of
the equity method investee’s earnings or losses on the basis of (1) the investor’s
ownership interest in the intermediary and (2) the intermediary’s ownership in the
equity method investee.
Example 5-20
Entity A is a calendar-year-end entity that has a controlling financial
interest in Entities B, C, and D. Therefore, under ASC 810-10, A
consolidates B, C, and D, which each own a 10 percent voting interest in
Entity E.
Entity A indirectly owns less than a 20 percent voting interest in E (i.e.,
6 percent through B, 7 percent through C, and 6 percent through D). However,
because A consolidates B, C, and D, A effectively controls 30 percent of the
voting interests in E. Hence, A has the ability to exercise significant
influence over E.
Assume that A, B, and C do not individually have the ability to exercise
significant influence over E.
For the year ended December 31, 20X3, E has
net income of $1 million. Entity A records the following journal entry to
record its share of E’s earnings:
5.1.8 Contingent Consideration
ASC 323-10
35-14A If a contingency is resolved relating to a liability recognized in accordance with the guidance in paragraph 323-10-25-2A and the consideration is issued or becomes issuable, any excess of the fair value of the contingent consideration issued or issuable over the amount that was recognized as a liability shall be recognized as an additional cost of the investment. If the amount initially recognized as a liability exceeds the fair value of the consideration issued or issuable, that excess shall reduce the cost of the investment.
As discussed in Section 4.4, if the acquisition of an equity method investment involves contingent consideration, the contingent consideration is included as part of the initial cost of the equity method investment only if it meets the definition of a derivative instrument under ASC 815 or is required to be recognized by other U.S. GAAP aside from ASC 805. If the contingent consideration arrangement meets the definition of a derivative instrument, the fair value of the derivative is included in the initial cost of the equity method investment. Subsequently, changes to the fair value of the derivative are recorded in the income statement separate from the accounting for the equity method investment. Further, payments under the contingent consideration arrangement represent the settlement of the derivative instrument and therefore should not increase the cost of the equity method investment.
If the contingent consideration arrangement does not meet the definition of a derivative under ASC 815 and is not otherwise required to be recognized by other U.S. GAAP aside from ASC 805, no amounts related to the contingent consideration arrangement should be included as part of the cost of the equity method investment until the contingent consideration payments are made.
If a liability is initially recognized for a contingent consideration arrangement because an investor’s proportionate share of an investee’s net assets is greater than the investor’s initial cost in accordance with ASC 323-10-25-2A, any difference between the ultimate settlement of the contingent consideration and the initial liability recorded should be recognized as an increase or decrease to the cost of the equity method investment.
Example 5-21
Investor Q acquires an equity method investment for $1,250. Investor Q is obligated to pay an additional $100 if certain earnings targets of the investee are reached. Investor Q’s proportionate share of the investee’s net assets is $1,300, which exceeds Q’s initial cost of $1,250. In accordance with ASC 323-10-30-2B, on the date of acquisition, a liability of $50 is recorded (with a corresponding increase to the initial cost of the equity method investment) since this amount is less than the $100 maximum amount of contingent consideration not recognized. If the contingency is resolved after the initial measurement of the equity method investment and a $75 payment related to the contingent consideration arrangement is required, Q would record an increase to its equity method investment of $25. Alternatively, if the contingency is subsequently resolved and only a $20 payment related to the contingent consideration arrangement is required, Q would record a decrease to its equity method investment of $30. The impact to basis differences, if any, should be considered.
Footnotes
1
Note, however, that the sponsor
will frequently consolidate the partnership and account for the tax equity
investor’s interest as a noncontrolling interest in its consolidated
financial statements. Nonetheless, the sponsor may attribute income and
loss to itself and the noncontrolling interest in a manner consistent with
the HLBV method by using the mechanics described herein. See Example 6-1 in
Section
6.2.1 in Deloitte’s Roadmap Noncontrolling Interests.
2
The partnership operating
agreement may call for certain allocations, such
as 99:1, in the pre-flip period. However, the tax
equity investor and the sponsor must still perform
a detailed analysis of the partners’ 704(b)
capital accounts and tax basis since the operation
of the partnership tax rules/limitations can often
result in allocations that do not necessarily
match the stated allocation percentages in the
operating agreement.
3
IRC Section 704(b) discusses special allocations
of partnership items.
4
This example represents a simple
HLBV waterfall calculation. Depending on the
complexity of the liquidation waterfall in the
operating agreement, as well as the discrete items
in the entity’s financial statements, additional
steps may be necessary.
5
See Section 6.4 for details.
6
This list of Regulation S-X rules is not exclusive, and any
rule that requires an investee’s financial statements or financial information
to be included in another entity’s filing with the SEC would cause the
investee to be a “specified PBE.”
7
When the investor is not under a legal obligation to
refund its distributions or provide financial support to the investee,
it must consider specific facts and circumstances, including the
relationship among the investors. For instance, if the investor has a
history of refunding distributions provided by the investee or otherwise
providing financial support to the investee, the investor may be
expected, by convention, to refund its distributions and provide
financial support in the future.
8
In situations in which the investor’s share of equity
method losses equals or exceeds its equity method investment balance
plus any advances, equity method loss recognition should generally be
discontinued (that is, the investor should stop reflecting the equity
method investee’s losses in its financial statements) unless the
investor has provided, or committed to provide, the investee additional
financial support or the investor has guaranteed the investee’s
obligations. See Section 5.2 for details.
5.2 Equity Method Losses That Exceed the Investor’s Equity Method Investment Carrying Amount
ASC 323-10
35-19 An investor’s share of losses of an investee may equal or exceed the carrying amount of an investment
accounted for by the equity method plus advances made by the investor. An equity method investor shall
continue to report losses up to the investor’s investment carrying amount, including any additional financial
support made or committed to by the investor. Additional financial support made or committed to by the
investor may take the form of any of the following:
- Capital contributions to the investee
- Investments in additional common stock of the investee
- Investments in preferred stock of the investee
- Loans to the investee
- Investments in debt securities (including mandatorily redeemable preferred stock) of the investee
- Advances to the investee.
See paragraphs 323-10-35-24 and 323-10-35-28 for additional guidance if the investor has other investments
in the investee.
35-20 The investor ordinarily shall discontinue applying the equity method if the investment (and net advances)
is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of
the investee or is otherwise committed to provide further financial support for the investee.
35-21 An investor shall, however, provide for additional losses if the imminent return to profitable operations
by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may
reduce an investment below zero even though the underlying profitable operating pattern of an investee is
unimpaired.
35-22 If the investee subsequently reports net income, the investor shall resume applying the equity method
only after its share of that net income equals the share of net losses not recognized during the period the
equity method was suspended.
ASC 970-323
35-3 An investor that is liable for the obligations of the venture or is otherwise committed to provide additional
financial support to the venture shall record its equity in real estate venture losses in excess of its investment,
including loans and advances.
35-4 The following are examples of such circumstances:
- The investor has a legal obligation as a guarantor or general partner.
- The investor has indicated a commitment, based on considerations such as business reputation, intra-entity relationships, or credit standing, to provide additional financial support. Such a commitment might be indicated by previous support provided by the investor or statements by the investor to other investors or third parties of the investor’s intention to provide support.
35-5 An investor, though not liable or otherwise committed to provide additional financial support, shall provide
for losses in excess of investment when the imminent return to profitable operations by the venture appears to
be assured. For example, a material nonrecurring loss of an isolated nature, or start-up losses, may reduce an
investment below zero though the underlying profitable pattern of an investee is unimpaired.
35-6 An investor in a real estate venture shall report its recorded share of losses in excess of its investment, including loans and advances, as a liability in its financial statements.
35-7 If an investor does not recognize venture losses in excess of its investment, loans, and advances and the venture subsequently reports net income, the investor shall resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period in which equity accounting was suspended.
35-8 If it is probable that one or more investors cannot bear their share of losses, the remaining investors shall record their proportionate shares of venture losses otherwise allocable to investors considered unable to bear their share of losses. This does not apply for real property jointly owned and operated as undivided interests in assets if the claims or liens of investors’ creditors are limited to investors’ respective interests in such property.
35-9 When the venture subsequently reports income, those remaining investors shall record their proportionate share of the venture’s net income otherwise allocable to investors considered unable to bear their share of losses until such income equals the excess losses they previously recorded. An investor who is deemed by other investors to be unable to bear its share of losses shall continue to record its contractual share of losses unless it is relieved from the obligation to make payment by agreement or operation of law.
35-10 The accounting by an investor for losses otherwise allocable to other investors shall be governed by the provisions of Subtopic 450-20 relating to loss contingencies. Accordingly, the investor shall record a proportionate share of the losses otherwise allocable to other investors if it is probable that they will not bear their share. In this connection, each investor shall look primarily to the fair value of the other investors’ interests in the venture and the extent to which the venture’s debt is nonrecourse in evaluating their ability and willingness to bear their allocable share of losses. An investor may not be able to apply the general rule to an investment in an undivided interest because the extent to which the interests of other investors are encumbered by liens may not be known. However, there may be satisfactory alternative evidence of an ability and willingness of other investors to bear their allocable share of losses. Such evidence might be, for example, that those investors previously made loans or contributions to support cash deficits, possess satisfactory financial standing (as may be evidenced by satisfactory credit ratings), or have provided adequately collateralized guarantees.
35-11 See Section 323-10-35 for additional guidance regarding accounting by equity method investor for investee losses when the investor has both loans and equity interest.
As discussed in Section
5.1, an investor records its proportionate share of an equity method
investee’s earnings or losses. In situations in which the investor’s share of equity
method losses (recorded through a combination of earnings and OCI) equals or exceeds
its equity method investment balance plus any advances, equity method loss
recognition should generally be discontinued (i.e., the investor should stop
reflecting the equity method investee’s losses and any subsequent accounting for
basis differences in its financial statements) unless the investor has provided or
committed to provide the investee additional financial support or the investor has
guaranteed the investee’s obligations. Additional financial support could come in
many forms as noted in ASC 323-10-35-19, including additional contributions,
investments in common stock, guarantees, loans, and other advances. An obligation or
commitment to provide further financial support to the investee could arise because
of legal or implied obligations, assumption of liabilities, or other indications,
such as reputational concerns or prior funding of losses. We believe that
operational dependence (e.g., if the investee licenses technology to the investor
that is significant to the investor’s operations or the investee provides necessary
products or services at less than market price) could imply that the investor would
not abandon the investee and may indicate that the investor would provide additional
financial support.
Further, the investor should continue to record its share of the equity method
investee’s losses even when its equity method investment balance plus any advances
has been reduced to zero when the investee’s imminent return to profitability is
assured. If such return to profitability no longer appears assured, the investor
should stop recognizing excess losses from the date of the determination and reverse
its related liability with an adjustment to the equity method gain or loss from the
investee. The investor should consider disclosing the adjustment.
If the investor is required to continue recording its share of equity method investee losses, it should
present any losses that exceed its equity method investment balance (negative equity method
investment) as a liability.
If the investor suspends equity method loss recognition, it should separately
track its unrecorded share of the investee’s losses, other comprehensive losses, and
any adjustments related to subsequent accounting for basis differences in its memo
accounts. The investor should record future equity method earnings reported by the
investee only after the cumulative losses in the memo accounts have been reduced to
zero (i.e., the net income or OCI should first be applied to those memo accounts).
Upon returning to profitability, an investor should only restore its equity method
investment balance to its equity in the investee’s net assets; it should not
restore the remaining balance of unamortized basis differences that were not
recognized after losses reduced its investment balance to zero.
The treatment described in this section is different from the consolidation
procedures described in ASC 810-10 when an investor consolidates a less than wholly
owned subsidiary. Specifically, noncontrolling interests are considered equity of
the consolidated group that participate fully in the risks and rewards of the
subsidiary. Accordingly, with limited exception, losses generally continue to be
attributed to noncontrolling interests regardless of whether a deficit would be
accumulated. See Section
6.3 of Deloitte’s Roadmap Noncontrolling Interests for
details.
The investor should also consider whether it is probable (under ASC 450-20) that other investors will be
able to bear their share of the equity method investee’s losses. If not, and the investor has provided or
committed to provide additional financial support to the investee, the investor should record its share
of the losses otherwise attributable to the investors that cannot bear their share of the investee’s losses.
When the investee subsequently reports income, the investor that absorbed losses attributable to other
investors should record the other investors’ share (in addition to its own share) of the investee’s income
until it equals the excess losses previously recorded. The investors that are considered unable to bear
their share of losses should nonetheless continue to record their contractual share of losses until they
are contractually or legally released from their obligation to fund losses.
The examples below illustrate the evaluation of whether (1) the investor has provided or committed
to provide the investee additional financial support or (2) the investor has guaranteed the investee’s
obligations, thus requiring that the investor continue recording equity method losses that exceed the
investor’s equity method investment carrying amount.
Example 5-22
Investor A owns 15 percent of Limited Partnership B and accounts for its investment in B under the equity
method in accordance with ASC 323-30-S99-1 and ASC 970-323-25-6. Limited Partnership B has incurred, and
continues to incur, losses, and A is aware that the other partners in B cannot bear their share of the losses
since they lack the financial capacity to fund ongoing operations of B and their capital accounts have been
reduced to zero. Because A becomes the sole source of funding to support the continuing operations of B,
A should record 100 percent of B’s losses in its equity method accounting.
Example 5-23
Investors B, C, D, and E enter into an investor arrangement that does not require any of the investors to guarantee the obligations or to provide for any future funding requirements of the investee. However, a provision does exist whereby B could be required to pay C up to $25 million if certain conditions have been met. Assume that none of those conditions would require B to provide support directly or indirectly to the investee. Also assume that B’s investment in the investee is zero.
Investor B should not reduce its investment in the investee to a negative amount for its portion of losses after formation of the investee, despite its potential obligation to C. Equity method investors should not record additional equity method losses when their investment is zero and they are not required to provide further financial support to the investee, as stated in ASC 323-10-35-20. Investor B has not guaranteed the obligations of the investee and is not otherwise obligated to provide it future financial support. Although B could be required to compensate C if certain events occur, B is not obligated to the investee itself. Therefore, B would not be required to reduce its investment below zero for additional investee losses.
Note that B would consider whether the arrangement with C requires accounting under other U.S. GAAP (e.g., as a guarantee under ASC 460).
Example 5-24
Investors B, C, D, and E each have a 25 percent ownership in Investee F and
account for their investments under the equity method.
Profits and losses are shared equally. Investee F has had
continuing operating losses. As a result, B’s investment in
F has been reduced to zero. Further, B has guaranteed F’s
LOC jointly and severally with the other investors. Investor
B has no collateral or other arrangements with F, the holder
of the LOC, or the other investors or their related parties.
While F has not yet drawn down on the LOC, it is expected to
draw the full amount in the near future. Therefore, B has
determined that it should recognize further losses for its
investment in F under the provisions of ASC
323-10-35-20.
If the other investors in F are proven to be financially solvent and can fund their pro rata portion, it would be appropriate for B to record its proportionate share of losses in each period, up to its pro rata share of the LOC. However, if one or more of the investors demonstrates questionable financial stability, B should evaluate its risk under the agreement and record losses accordingly.
Further assume that F draws down on the LOC for its full facility of $5 million
and reports a loss of $1 million. Investor B concludes that
the other investors are financially solvent. Investor B
should record a $250,000 loss in its financial statements
for its proportionate share of losses. Investor B would
continue to record its proportionate share of losses in each
period, up to its 25 percent pro rata share of the
outstanding amount of the LOC (i.e., $1.25 million). If B
determines that it is probable that it will pay $5 million
to the holder of the LOC because of the financial condition
of F and the other investors, B should record a loss of $5
million.
5.2.1 Guarantee of an Equity Method Investee’s Third-Party Debt
See Section 4.2.1
for further discussion of the accounting when a guarantee is issued by the
investor in conjunction with the equity method investee’s formation or is issued
after formation as required by the formation documents. As noted in that
section, we generally believe that, in the absence of substantive evidence to
the contrary, the value of the guarantee would be included in the initial
measurement of the equity method investment (i.e., the debit entry would be
recorded to the equity method investment account rather than to expense) given
that it is more likely that the guarantee was issued to balance the investor’s
investment in the investee.
A guarantee that is not contemplated or required by the formation documents may be issued after
the equity method investee’s formation. In such a situation, if the investor does not receive any
consideration from the equity method investee or the other investors for issuing the guarantee, the
investor should recognize a guarantee liability initially at fair value in accordance with ASC 460-10-25-3
and 25-4 and ASC 460-10-30-2. When the investor initially recognizes a guarantee liability related to
a guarantee issued after the investee’s formation, the investor should use judgment to allocate the
initial fair value of the guarantee between its interest in the equity method investee and that of other
investors. The investor should do the following:
- Expense the portion of the debit entry related to noncontributing investors.
- Record the portion of the debit entry related to the investor’s interest in the equity method investee as an increase in its investment in the equity method investee and amortize that portion over the life of the guarantee.
If a controlling financial interest holder deconsolidates a subsidiary in
accordance with ASC 810-10-40-3A through 40-5 and retains an equity method
investment, the investor measures the equity method investment at its fair value
in accordance with ASC 323-10-30-2. If the investor issues a guarantee of the
investee’s third-party debt in conjunction with the deconsolidation, we believe
that the initial fair value of the guarantee liability would be accounted for as
part of the gain or loss upon deconsolidation rather than capitalized as part of
the investor’s basis in the equity method investment.
5.2.2 Collateral of the Investee Held by the Investor When Equity Losses Exceed the Investor’s Investment
An investor may provide a loan to an equity method investee or guarantee a third-party loan held by
the investee that is collateralized by the investee’s underlying assets. Further, the appraised value of the
assets may be greater than the combined outstanding loan amount.
If the investor’s share of the investee’s cumulative losses exceeds the investor’s equity investment and
loan balances, it would not be appropriate for the investor to avoid recording equity losses associated
with the guarantee of the investee’s loans because the liquidation value of the collateral it holds exceeds
the amount of the guarantee. In other words, the investor should not consider the liquidation value
of collateral to offset the guarantee. However, it may be appropriate for the investor to consider the
liquidation value of collateral when recognizing investee losses if all the following conditions are met:
- The operations related to the assets that serve as collateral do not represent a large percentage of the investee’s operations, and removal of the assets would not preclude the investee’s continued operations.
- The investor has the ability and intent to take possession of the collateral if it is required to honor the guarantee. That is, the investor has the ability to obtain clear title to the collateral, notwithstanding any potential claims that other third parties may have.
- The investor could use the equipment in its own operations or has sufficient experience with and access to a market for assets that serve as collateral so that it can sell and realize the collateral’s value.
If the collateral is essential to the investee’s operations, the first condition would not be met. We expect
that it would be rare for all these conditions to be met.
If the investee extinguishes or settles the loan guaranteed by the investor, the
investor should stop recognizing excess losses from the time of extinguishment
or settlement of the loan and reverse its related liability with an adjustment
to the equity method gains or losses from the investee. The investor should
consider disclosing the adjustment.
5.2.3 Investee Losses if the Investor Has Other Investments in the Investee
ASC 323-10
35-23 The guidance in the following paragraph applies to situations in which both of the following conditions
exist:
- An investor is not required to advance additional funds to an investee.
- Previous losses have reduced the common stock investment account to zero.
35-24 In the circumstances
described in paragraph 323-10-35-23, the investor shall
continue to report its share of equity method losses in
its statement of operations to the extent of and as an
adjustment to the adjusted basis of the other
investments in the investee. The order in which those
equity method losses should be applied to the other
investments shall follow the seniority of the other
investments (that is, priority in liquidation). For each
period, the adjusted basis of the other investments
shall be adjusted for the equity method losses, then the
investor shall apply Subtopic 310-10, 320-10, or 321-10
to the other investments, as applicable.
Pending Content (Transition Guidance: ASC 326-10-65-2)
35-24 In the circumstances described in paragraph
323-10-35-23, the investor shall continue to
report its share of equity method losses in its
statement of operations to the extent of and as an
adjustment to the adjusted basis of the other
investments in the investee. The order in which
those equity method losses should be applied to
the other investments shall follow the seniority
of the other investments (that is, priority in
liquidation). For each period, the adjusted basis
of the other investments shall be adjusted for the
equity method losses, then the investor shall
apply Subtopic 310-10, 320-10, 321-10, 326-20, or
326-30 to the other investments, as
applicable.
35-25 The cost basis of the other investments is the original cost of those investments adjusted for the effects of other-than-temporary write-downs, unrealized holding gains and losses on debt securities classified as trading in accordance with Subtopic 320-10 or equity securities accounted for in accordance with Subtopic 321-10 and amortization of any discount or premium on debt securities or loans. The adjusted basis is the cost basis adjusted for the valuation allowance account recognized in accordance with Subtopic 310-10 for an investee loan and the cumulative equity method losses applied to the other investments. Equity method income subsequently recorded shall be applied to the adjusted basis of the other investments in reverse order of the application of the equity method losses (that is, equity method income is applied to the more senior investments first).
Pending Content (Transition Guidance: ASC 326-10-65-1)
35-25 The cost basis of the other investments is the original cost of those investments adjusted for the effects of write-downs, unrealized holding gains and losses on debt securities classified as trading in accordance with Subtopic 320-10 or equity securities accounted for in accordance with Subtopic 321-10 and amortization of any discount or premium on debt securities or financing receivables. The adjusted basis is the cost basis adjusted for the allowance for credit losses account recorded in accordance with Topic 326 on measurement of credit losses for an investee financing receivable and debt security and the cumulative equity method losses applied to the other investments. Equity method income subsequently recorded shall be applied to the adjusted basis of the other investments in reverse order of the application of the equity method losses (that is, equity method income is applied to the more senior investments first).
35-26 If the investor has other investments in the investee (including, but not limited to, preferred stock, debt securities, and loans to the investee) that are within the scope of Subtopic 310-10, 320-10, or 321-10, the investor should perform all of the following steps to determine the amount of equity method loss to report at the end of a period:
- Apply this Subtopic to determine the maximum amount of equity method losses.
- Determine whether the adjusted basis of the other investment(s) in the investee is positive, and do the following:
- If the adjusted basis is positive, the adjusted basis of the other investments shall be adjusted for the amount of the equity method loss based on the investments’ seniority. Paragraph 320-10-35-3 explains that, for investments accounted for in accordance with Subtopic 320-10, this adjusted basis becomes the debt security’s basis from which subsequent changes in fair value are measured. Paragraph 321-10-35-5 explains that for investments accounted for in accordance with Subtopic 321-10, this adjusted basis becomes the equity security’s basis from which subsequent changes in fair value are measured.
- If the adjusted basis reaches zero, equity method losses shall cease being reported; however, the investor shall continue to track the amount of unreported equity method losses for purposes of applying paragraph 323-10-35-20. If one of the other investments is sold at a time when its carrying value exceeds its adjusted basis, the difference between the cost basis of that other investment and its adjusted basis at the time of sale represents equity method losses that were originally applied to that other investment but effectively reversed upon its sale. Accordingly, that excess represents unreported equity method losses that shall continue to be tracked before future equity method income can be reported. Example 4 (see paragraph 323-10-55-30) illustrates the application of (b)(2).
- After applying this Subtopic, apply Subtopics 310-10, 320-10, and 321-10 to the adjusted basis of the other investments in the investee, as applicable.
- Apply appropriate generally accepted accounting principles (GAAP) to other investments that are not within the scope of Subtopics 310-10, 320-10, or 321-10.
Example 4 (see paragraph 323-10-55-30) illustrates the application of this guidance.
Pending Content (Transition Guidance: ASC 326-10-65-2)
35-26 If the investor has other investments in the investee (including, but not limited to, preferred stock, debt securities, and loans to the investee) that are within the scope of Subtopic 310-10, 320-10, or 321-10, the investor should perform all of the following steps to determine the amount of equity method loss to report at the end of a period:
- Apply this Subtopic to determine the maximum amount of equity method losses.
- Determine whether the adjusted basis of the other investment(s) in the investee is positive, and do the following:
-
If the adjusted basis is positive, the adjusted basis of the other investments shall be adjusted for the amount of the equity method loss based on the investments’ seniority. Paragraph 320-10-35-3 explains that, for investments accounted for in accordance with Subtopic 320-10, this adjusted basis becomes the debt security’s basis from which subsequent changes in fair value are measured. Paragraph 321-10-35-5 explains that for investments accounted for in accordance with Subtopic 321-10, this adjusted basis becomes the equity security’s basis from which subsequent changes in fair value are measured.
-
If the adjusted basis reaches zero, equity method losses shall cease being reported; however, the investor shall continue to track the amount of unreported equity method losses for purposes of applying paragraph 323-10-35-20. If one of the other investments is sold at a time when its carrying value exceeds its adjusted basis, the difference between the cost basis of that other investment and its adjusted basis at the time of sale represents equity method losses that were originally applied to that other investment but effectively reversed upon its sale. Accordingly, that excess represents unreported equity method losses that shall continue to be tracked before future equity method income can be reported. Example 4 (see paragraph 323-10-55-30) illustrates the application of (b)(2).
-
- After applying this Subtopic, apply Subtopics 310-10, 320-10, 321-10, 326-20, and 326-30 to the adjusted basis of the other investments in the investee, as applicable.
- Apply appropriate generally accepted accounting principles (GAAP) to other investments that are not within the scope of Subtopic 310-10, 320-10, 321-10, 326-20, or 326-30.
Example 4 (see paragraph 323-10-55-30) illustrates the application of this guidance.
When an investor does not have a requirement or commitment to advance additional
funds to an investee and losses have reduced its common stock equity method
investment balance to zero, the investor should continue to record its share of
equity method losses to the extent the investor has other investments (e.g.,
preferred stock, loans to the investee, other securities) in the equity method
investee. The SEC staff has held that all investments and advances, other than
receivables, are presumed to fund the investee’s operating losses.
Equity method losses should be applied in order of seniority of the investor’s
other investments, starting with the most subordinated investment to the extent
that such investment has a positive adjusted basis.
ASC 323-10-35-25 indicates that the cost basis
and adjusted basis of an investor’s other investments are determined as
follows:
We believe that the guidance in ASC 323-10-35-25 is meant to reflect the
calculation of the adjusted basis of an investment but does not address the
order with which to apply the measurement guidance.
Generally, an investor applies the following steps to its other investments when
it has incurred equity method losses during a reporting period: (1) it adjusts
its other investments for equity method losses to the extent that the other
investments’ adjusted basis is positive and (2) adjusts the other investments
further by applying other U.S. GAAP to them (e.g., ASC 310-10, ASC 320-10, ASC
321-10, and so forth). That is, for example, the investor would apply the
guidance in ASC 323 first and then apply the guidance in ASC 321, which would
result in the other equity investments’ being recorded at fair value in
accordance with ASC 321.
Once the adjusted basis of an investor’s other investments reaches zero, the investor should stop recording equity method losses as an adjustment to those investments. If there are no other investments with a positive adjusted basis, the investor should continue to track the unreported equity method losses for subsequent periods. When an investee returns to profitability, the investor should wait until profits recover unreported equity method losses before adjusting other investments.
When an investee begins to report equity method income, the income should first be applied to the adjusted basis of the investor’s other investments starting with the most senior investment (the reverse order of the application of losses described above). Therefore, the investor would not recognize any equity method income unless or until the amount of the subsequent equity method income exceeds the cumulative unreported equity method losses.
Changing Lanes
Clarifying the Interaction
Between ASC 321 and ASC 323
In May 2019, the FASB added a project9 to the EITF’s technical agenda on clarifying the interaction
between ASC 321 and ASC 323. The project included an issue related to
“[r]ecognizing investee losses when an investor has other equity
investments in the investee.” As stated in Issue Summary 1 of EITF Issue 19-A, at its June 13,
2019, meeting, the EITF discussed the order in which an investor should
apply the guidance when (1) “an investor has additional investments in
the equity method investee that do not qualify for the equity method of
accounting,” (2) “the investee’s equity method losses have resulted in a
zero carrying amount for the investor’s equity method investment,” (3)
the investor is applying the measurement alternative in ASC 321, and (4)
within an accounting period, there is an observable transaction that
will result in an adjustment (i.e., increase) to the carrying value of
the investment under ASC 321. Issue Summary 1 of EITF Issue 19-A
provides the following example:
On January 1, 20X1,
an investor acquires 20 percent of Company A’s common stock and 10
percent of its preferred stock for $10,000,000 and $5,000,000,
respectively. The investor’s investment in the common stock is
accounted for in accordance with the equity method of accounting,
and the investment in the preferred stock is accounted for as an
equity security under the measurement alternative under Topic 321.
In each of the quarters between January 1, 20X1 and December 31,
20X3, Company A reports net losses. Because the investor records its
share of Company A’s losses, the cost basis in both investments is
reduced to zero. As of December 31, 20X3, the investor has
accumulated approximately $50,000,000 of unrecognized equity method
losses in a memo account.
On March 31,
20X4, Company A completes a new round of equity financing involving
new investors. The investor determines that the new round of equity
financing constitutes an orderly transaction with an observable
price that requires the investor to remeasure its investment in the
preferred stock to its fair value of $60,000,000. Additionally, the
investor’s share of the investee’s equity losses for the period
ended March 31, 20X4 is $10,000,000.
Normally, an entity would apply the measurement guidance
in ASC 321 after applying adjustments recognized under ASC 323. However,
under the measurement alternative in ASC 321, the entity would adjust
the equity security to fair value for an observable transaction that
occurred during the period and may not be at the end of the reporting
period. Because this observable transaction may not be at the end of the
period, it calls into question the normal sequencing the entity would
follow of applying the measurement guidance in ASC 321 after recognizing
equity method losses for the period under ASC 323.
The EITF was able to reach consensus with respect to
other issues contemplated as part of EITF Issue 19-A, which led to the
FASB’s issuance of ASU 2020-01. However, the
Task Force was unable to reach a consensus on the order in which
Codification topics would be applied related to the recognition of
investee losses when an investor has other equity investments in the
investee.
We believe that in the absence of authoritative guidance
addressing the issue, either of the following approaches described in
Issue Summary 1 of EITF Issue 19-A would be acceptable.
-
Approach 1 — “Accumulated equity method losses that have not been allocated to an investor’s investments in the investee (that is, accumulated investee losses in the memo account) should offset any unrealized gains resulting from remeasurement of the investment due to an observable transaction in accordance with Topic 321.” That is, the investor would apply the guidance in ASC 321 first and then apply the guidance in ASC 323.Application of this guidance to the example above would result in a preferred stock carrying amount of $0. “The investor would apply the guidance in Topic 321 and remeasure the preferred stock to its fair value of $60,000,000. The investor would then apply the guidance in Topic 323 and adjust the basis of the preferred stock for cumulative investee losses of $60,000,000.”
-
Approach 2 — “Recognition of unrealized gains related to an orderly transaction in accordance with the measurement alternative in Topic 321 should be applied after the allocation of any equity method losses. As such, the carrying amount of the equity investment should reflect the most recent observable price, without offsetting any accumulated equity method losses.” That is, the investor would apply the guidance in ASC 323 first and then apply the guidance in ASC 321.Application of this guidance to the example above would result in a preferred stock carrying amount of $60,000,000. “The investor would apply the guidance in Topic 323 and record the additional $10,000,000 of investee losses in the memo account. The investor would then apply the guidance in Topic 321 to remeasure the preferred stock to its fair value of $60,000,000.”
An entity should use one entity-wide method that is
disclosed in the footnotes to the financial statements. Preparers should
monitor developments in this area and consider consulting with their
independent auditors or their professional accounting advisers as
needed.
ASU 2019-04
In April 2019, the FASB issued ASU 2019-04, which, among other
things, provided Codification improvements to ASU 2016-01, ASU 2016-13, and ASU 2017-12. Upon adoption of ASU
2019-04, an investor must first adjust its other investments for equity
method losses and then may have to adjust them further on the basis of
the application of other U.S. GAAP (e.g., ASC 310-10, ASC 320-10, ASC
321-10, ASC 326-20, and ASC 326-30) to those investments.
In addition to ASU 2019-04, ASU 2016-13 amends the
guidance in U.S. GAAP on impairment of financial instruments.
ASU 2016-13 adds to U.S. GAAP an impairment model (known
as the current expected credit loss [CECL] model) that is based on
expected losses rather than incurred losses. Under the new guidance, an
entity recognizes as an allowance its estimate of expected credit
losses, which the FASB believes will result in more timely recognition
of such losses. This ASU is also intended to reduce the complexity of
U.S. GAAP by decreasing the number of credit impairment models that
entities use to account for debt instruments.
5.2.3.1 Percentage Used to Determine the Amount of Equity Method Losses
ASC 323-10
35-27 The guidance in the following paragraph applies if all of the following conditions exist:
- An investor owns common stock (or in-substance common stock) and other investments in an investee.
- The investor has the ability to exercise significant influence over the operating and financial policies of the investee.
- The investor is not required to advance additional funds to the investee.
- Previous losses have reduced the common stock investment account to zero.
35-28 In the circumstances
described in the preceding paragraph, the investor
shall not recognize equity method losses based
solely on the percentage of investee common stock
held by the investor. Example 5 (see paragraph
323-10-55-48) illustrates two possible approaches
for recognizing equity method losses in such
circumstances.
When an investor’s common stock equity method investment has been reduced to zero and the investor has other investments in an investee, the amount of equity method loss to be recognized in each period should not be based solely on the percentage of ownership, as stated in ASC 323-10-35-28, which was initially introduced by EITF Issue 99-10. While the EITF did not reach a consensus on a single method of recognition, it acknowledged that various approaches may be acceptable and that an entity should use one entity-wide method that is disclosed in the footnotes to the financial statements. The example below from ASC 323-10-55-48 through 55-57 illustrates two potential acceptable methods of recognition (one based on the ownership level of each specific investment and the other based on the change in the investor’s claim on the investee’s book value).
ASC 323-10
Example 5: Percentage Used to Determine the Amount of Equity Method Losses
55-48 The following Cases illustrate possible approaches to recognizing equity method losses in accordance
with paragraph 323-10-35-28:
- Ownership level of particular investment (Case A)
- Change in investor claim on investee book value (Case B).
55-49 Cases A and B share all of the following assumptions:
- Investee was formed on January 1, 20X0.
- Five investors each made investments in and loans to Investee on that date and there have not been any changes in those investment levels (that is, no new money, reacquisition of interests by Investee, principal payments by Investee, or dividends) during the period from January 1, 20X0, through December 31, 20X3.
- Investor A owns 40 percent of the outstanding common stock of Investee; the common stock investment has been reduced to zero at the beginning of 20X1 because of previous losses.
- Investor A also has invested $100 in preferred stock of Investee (50 percent of the outstanding preferred stock of Investee) and has extended $100 in loans to Investee (which represents 60 percent of all loans extended to Investee).
- Investor A is not obligated to provide any additional funding to Investee. As of the beginning of 20X1, the
adjusted basis of Investor’s total combined investment in Investee is $200, as follows.
- Investee operating income (loss) from 20X1 through 20X3 is as follows.
- Investee’s balance sheet is as follows.
Case A: Ownership Level of Particular Investment
55-50 Under this approach, Investor A would recognize equity method losses based on the ownership level of the particular investee security, loan, or advance held by the investor to which equity method losses are being applied.
55-51 In 20X1, in accordance with this Subtopic, Investor A would record the equity method loss to the adjusted basis of the preferred stock (the next most senior level of capital) after the common stock investment becomes zero (50% × $160 = $80). Investor A would record the following journal entry.
55-52 In 20X2, in accordance with this Subtopic, Investor A would record the equity method loss to the extent of the adjusted basis of the preferred stock of $20 (50% × $40 = $20) and, because the adjusted basis of the preferred stock will then be reduced to zero, record the remaining equity method loss to the adjusted basis of the loan (the next most senior level of capital) (60% × $160 [that is, $200–$40 applied to the preferred stock] = $96). Investor A would record the following journal entry.
55-53 In 20X3, in accordance with this Subtopic, Investor A would record the equity method income first to the loan until its adjusted basis is restored (60% × $160 = $96), then to the preferred stock until its adjusted basis is restored (50% × $200 = $100), and finally to the common stock (40% × $140 = $56). Investor A would record the following journal entry.
Case B: Change in Investor Claim on Investee Book Value
55-54 Under this approach, Investor A would recognize equity method losses based on the change in the investor’s claim on the investee’s book value.
55-55 With respect to 20X1, if Investee hypothetically liquidated its assets and liabilities at book value at
December 31, 20X1, it would have $207 available to distribute. Investor A would receive $120 (Investor A’s 60%
share of a priority claim from the loan [$100] and a priority distribution of its preferred stock investment of $20
[which is 50% of the $40 remaining to distribute after the creditors are paid]). Investor A’s claim on Investee’s
book value at January 1, 20X1, was $200 (60% × $167 = $100 and 50% × $200 = $100). Therefore, during 20X1,
Investor A’s claim on Investee’s book value decreased by $80 and that is the amount Investor A would recognize
in 20X1 as its share of Investee’s losses. Investor A would record the following journal entry.
55-56 With respect to 20X2, if Investee hypothetically liquidated its assets and liabilities at book value at
December 31, 20X2, it would have $7 available to distribute. Investor A would receive $4 (Investor A’s 60%
share of a priority claim from the loan). Investor A’s claim on Investee’s book value at December 31, 20X1,
was $120 (see the preceding paragraph). Therefore, during 20X2, Investor A’s claim on Investee’s book value
decreased by $116 and that is the amount Investor A would recognize in 20X2 as its share of Investee’s losses.
Investor A would record the following journal entry.
55-57 With respect to 20X3, if Investee hypothetically liquidated its assets and liabilities at book value at
December 31, 20X3, it would have $507 available to distribute. Investor A would receive $256 (Investor A’s 60%
share of a priority claim from the loan [$100], Investor A’s 50% share of a priority distribution from its preferred
stock investment [$100], and 40% of the remaining cash available to distribute [$140 × 40% = $56]). Investor A’s
claim on Investee’s book value at December 31, 20X2, was $4 (see above). Therefore, during 20X3, Investor A’s
claim on Investee’s book value increased by $252 and that is the amount Investor A would recognize in 20X3 as
its share of Investee’s earnings. Investor A would record the following journal entry.
5.2.4 Additional Investment After Suspension of Loss Recognition
ASC 323-10
35-29 If a subsequent investment in an investee does not result in the ownership interest increasing from one of significant influence to one of control and, in whole or in part, represents, in substance, the funding of prior losses, the investor should recognize previously suspended losses only up to the amount of the additional investment determined to represent the funding of prior losses (see (b)). Whether the investment represents the funding of prior losses, however, depends on the facts and circumstances. Judgment is required in determining whether prior losses are being funded and all available information should be considered in performing the related analysis. All of the following factors shall be considered; however, no one factor shall be considered presumptive or determinative:
- Whether the additional investment is acquired from a third party or directly from the investee. If the additional investment is purchased from a third party and the investee does not obtain additional funds either from the investor or the third party, it is unlikely that, in the absence of other factors, prior losses are being funded.
- The fair value of the consideration received in relation to the value of the consideration paid for the additional investment. For example, if the fair value of the consideration received is less than the fair value of the consideration paid, it may indicate that prior losses are being funded to the extent that there is disparity in the value of the exchange.
- Whether the additional investment results in an increase in ownership percentage of the investee. If the investment is made directly with the investee, the investor shall consider the form of the investment and whether other investors are making simultaneous investments proportionate to their interests. Investments made without a corresponding increase in ownership or other interests, or a pro rata equity investment made by all existing investors, may indicate that prior losses are being funded.
- The seniority of the additional investment relative to existing equity of the investee. An investment in an instrument that is subordinate to other equity of the investee may indicate that prior losses are being funded.
35-30 Upon making the additional investment, the investor should evaluate whether it has become otherwise committed to provide financial support to the investee.
In situations in which equity method losses have reduced an investor’s equity
method investment balance to zero and the investor makes an additional
contribution to an equity method investee for no additional ownership interest,
the investor must first determine whether this additional investment provides it
with a controlling financial interest in the investee. See Section 5.6 for further
discussion related to accounting for changes in the level of ownership or degree
of influence over an investee.
If the additional contribution does not result in a change from significant influence to control, the investor must determine whether the additional investment in the investee represents the funding of prior losses. ASC 323-10-35-29 discusses factors to consider in the determination of whether additional investments in an investee represent funding of prior losses when the investor has suspended equity method loss recognition in accordance with ASC 323-10-35-20 and ASC 323-10-35-23 through 35-26. This determination involves significant judgment, and the investor should consider all relevant facts and circumstances.
The factors in ASC 323-10-35-29 suggest that if the additional investment is determined, in substance, to be a funding of prior losses, the investor should recognize any prior suspended losses up to the amount of this investment. The investor should also evaluate whether the additional investment results in a commitment to provide financial support to the equity method investee. If the additional investment is not considered to be a funding of prior losses, the investor should account for the additional investment by using the equity method, including recording its share of equity method losses incurred after the additional investment is made. However, the investor would not recognize any prior suspended losses related to its initial investment.
Footnotes
9
EITF Issue No. 19-A, “Financial Instruments —
Clarifying the Interactions Between Topic 321 and Topic
323.”
5.3 Share-Based Compensation Granted by an Investor to Employees or Nonemployees of an Equity Method Investee
ASC 323-10
Share-Based Compensation
Granted to Employees and Nonemployees of an Equity
Method Investee
25-3 Paragraphs 323-10-25-4 through
25-6 provide guidance on accounting for share-based payment
awards granted by an investor to employees or nonemployees
of an equity method investee that provide goods or services
to the investee that are used or consumed in the investee’s
operations when no proportionate funding by the other
investors occurs and the investor does not receive any
increase in the investor’s relative ownership percentage of
the investee. That guidance assumes that the investor’s
grant of share-based payment awards to employees or
nonemployees of the equity method investee was not agreed to
in connection with the investor’s acquisition of an interest
in the investee. That guidance applies to share-based
payment awards granted to employees or nonemployees of an
investee by an investor based on that investor’s stock (that
is, stock of the investor or other equity instruments
indexed to, and potentially settled in, stock of the
investor).
25-4 In the circumstances described
in paragraph 323-10-25-3, a contributing investor shall
expense the cost of share-based payment awards granted to
employees and nonemployees of an equity method investee as
incurred (that is, in the same period the costs are
recognized by the investee) to the extent that the
investor’s claim on the investee’s book value has not been
increased.
25-5 In the circumstances described
in paragraph 323-10-25-3, other equity method investors in
an investee (that is, noncontributing investors) shall
recognize income equal to the amount that their interest in
the investee’s net book value has increased (that is, their
percentage share of the contributed capital recognized by
the investee) as a result of the disproportionate funding of
the compensation costs. Further, those other equity method
investors shall recognize their percentage share of earnings
or losses in the investee (inclusive of any expense
recognized by the investee for the share-based compensation
funded on its behalf).
25-6 Example 2 (see paragraph
323-10-55-19) illustrates the application of this guidance
for share-based compensation granted to employees of an
equity method investee.
Share-Based Compensation Granted to Employees and
Nonemployees of an Equity Method Investee
30-3 Share-based compensation cost
recognized in accordance with paragraph 323-10-25-4 shall be
measured initially at fair value in accordance with Topic
718. Example 2 (see paragraph 323-10-55-19) illustrates the
application of this guidance.
ASC 505-10
25-3 Paragraphs
323-10-25-3 through 25-5 provide guidance on accounting for
share-based compensation granted by an investor to employees
or nonemployees of an equity method investee that provide
goods or services to the investee that are used or consumed
in the investee’s operations. An investee shall recognize
the costs of the share-based payment incurred by the
investor on its behalf, and a corresponding capital
contribution, as the costs are incurred on its behalf (that
is, in the same period(s) as if the investor had paid cash
to employees and nonemployees of the investee following the
guidance in Topic 718 on stock compensation.
ASC 323-10 — SEC Materials — SEC Staff
Guidance
SEC Observer Comment:
Accounting by an Investor for Stock-Based Compensation
Granted to Employees of an Equity Method
Investee
S99-4 The following is the text of
SEC Observer Comment: Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity
Method Investee.
Paragraph 323-10-25-3
provides guidance on the accounting by an investor for
stock-based compensation based on the investor’s stock
granted to employees of an equity method investee. Investors
that are SEC registrants should classify any income or
expense resulting from application of this guidance in the
same income statement caption as the equity in earnings (or
losses) of the investee.
Share-based payment awards may be (1) issued by an equity method investor to
employees or nonemployees of an equity method investee and (2) indexed to, or settled in, the equity of the investor. If such awards are issued to employees of an equity method investee and are indexed to, or settled in, the equity of the investor, the awards are not within the scope of ASC 718. This conclusion is supported by analogy to paragraph 10 of FASB Interpretation 44. While the guidance in Interpretation 44 was nullified by FASB Statement 123(R), the conclusion in paragraph 10 of Interpretation 44 remains applicable by analogy since it is the only available guidance on this issue. Paragraph 10 of Interpretation 44 states, in
part:
[Opinion No. 25] does not apply to the accounting by a
grantor for stock compensation granted to nonemployees. For example, Opinion 25
does not apply to the accounting by a corporate investor of an unconsolidated
investee (or a joint venture owner) for stock options or awards granted by the
investor (owner) to employees of the investee (joint venture) accounted for
under the equity method because the grantees are not employees of the
grantor.
However, since neither Interpretation 44 nor ASC 718 specifically addresses the
accounting for these awards, an entity must account for them under other guidance.
Such guidance includes ASC 323-10-25-3 through 25-5 and ASC 505-10-25-3, which
address the accounting related to the financial statements of the equity method
investor, the equity method investee, and the noncontributing investor(s). This
guidance does not apply to share-based payment awards issued to grantees for goods
or services provided to the investor that are indexed to, or settled in, the equity
of the investee (as opposed to the equity of the investor). See Section 2.11 of Deloitte’s Roadmap Share-Based Payment Awards for further
guidance on the accounting for awards that are issued to grantees and indexed to,
and settled in, shares of an unrelated entity.
Example 2 in ASC 323-10-55-19
through 55-26 illustrates the accounting for stock compensation granted by an
investor to employees of an equity method investee:
ASC 323-10
Example 2:
Share-Based Compensation Granted to Employees of an
Equity Method Investee
55-19 This Example illustrates the
guidance in paragraphs 323-10-25-3 and 323-10-30-3 for
share-based compensation by an investor granted to employees
of an equity method investee. This Example is equally
applicable to share-based awards granted by an investor to
nonemployees that provide goods or services to an equity
method investee that are used or consumed in the investee’s
operations.
55-20 Entity A owns a 40 percent
interest in Entity B and accounts for its investment under
the equity method. On January 1, 20X1, Entity A grants
10,000 stock options (in the stock of Entity A) to employees
of Entity B. The stock options cliff-vest in three years. If
an employee of Entity B fails to vest in a stock option, the
option is returned to Entity A (that is, Entity B does not
retain the underlying stock). The owners of the remaining 60
percent interest in Entity B have not shared in the funding
of the stock options granted to employees of Entity B on any
basis and Entity A was not obligated to grant the stock
options under any preexisting agreement with Entity B or the
other investors. Entity B will capitalize the share-based
compensation costs recognized over the first year of the
three-year vesting period as part of the cost of an
internally constructed fixed asset (the internally
constructed fixed asset will be completed on December 31,
20X1).
55-21 Before granting the stock
options, Entity A’s investment balance is $800,000, and the
book value of Entity B’s net assets equals $2,000,000.
Entity B will not begin depreciating the internally
constructed fixed asset until it is complete and ready for
its intended use and, therefore, no related depreciation
expense (or compensation expense relating to the stock
options) will be recognized between January 1, 20X1, and
December 31, 20X1. For the years ending December 31, 20X2,
and December 31, 20X3, Entity B will recognize depreciation
expense (on the internally constructed fixed asset) and
compensation expense (for the cost of the stock options
relating to Years 2 and 3 of the vesting period). After
recognizing those expenses, Entity B has net income of
$200,000 for the fiscal years ending December 31, 20X1,
December 31, 20X2, and December 31, 20X3.
55-22 Entity C also owns a 40
percent interest in Entity B. On January 1, 20X1, before
granting the stock options, Entity C’s investment balance is
$800,000.
55-23 Assume that the fair value of
the stock options granted by Entity A to employees of Entity
B is $120,000 on January 1, 20X1. Under Topic 718, the fair
value of share-based compensation should be measured at the
grant date. This Example assumes that the stock options
issued are classified as equity and ignores the effect of
forfeitures.
55-25 A rollforward of Entity B’s
net assets and a reconciliation to Entity A’s and Entity C’s
ending investment accounts follows.
55-26 A summary of the calculation
of share-based compensation cost by year follows.
5.3.1 Accounting in the Financial Statements of the Contributing Investor Issuing the Awards
ASC 323-10-25-3 and 25-4 indicate that an investor should recognize (1) the
entire cost (not just the portion of the cost associated with the investor’s
ownership interest) of the share-based payment awards granted to employees of an
investee as an expense and (2) a corresponding amount recognized in the
investor’s equity. However, the cost associated with the investor’s ownership
interest will be recognized as an expense when it records its share of the
investee’s earnings (because its share of the investee’s earnings includes the
awards’ expense). In addition, the entire cost (and corresponding equity) should
be recorded as incurred (i.e., in the same period(s) as if the investor had paid
cash to the investee’s employees). The cost of the share-based payment awards is
a fair-value-based amount that is consistent with the definition of such cost
under ASC 718. As noted in ASC 323-10-S99-4, “[i]nvestors that are SEC
registrants should classify any income or expense resulting from application of
this guidance in the same income statement caption as the equity in earnings (or
losses) of the investee.” Although ASC 323-10-S99-4 refers to SEC registrants,
reporting entities that are not SEC registrants should consider applying the
same guidance.
5.3.2 Accounting in the Financial Statements of the Investee Receiving the Awards
ASC 505-10-25-3 indicates that an investee should recognize (1) the entire cost
of the share-based payment awards incurred by an investor on the investee’s
behalf as compensation cost and (2) a corresponding amount as a capital
contribution. The cost of the share-based payment awards is a fair-value-based
amount that is consistent with the definition of such cost in ASC 718. In
addition, the compensation cost (and corresponding capital contribution) should
be recorded as incurred (i.e., in the same period(s) as if the investor had paid
cash to the investee’s employees).
5.3.3 Accounting in the Financial Statements of the Noncontributing Investors
ASC 323-10-25-5 states that the noncontributing investors “shall recognize
income equal to the amount that their interest in the investee’s net book value
has increased (that is, their percentage share of the contributed capital
recognized by the investee)” as a result of the capital contribution by the
investor issuing the awards. In addition, the noncontributing investors “shall
recognize their percentage share of earnings or losses in the investee
(inclusive of any expense recognized by the investee for the share-based
compensation funded on its behalf).” That is, the noncontributing investors
should recognize their share of the investee’s earnings or losses (including the
compensation cost recognized for the share-based payment awards issued by the
equity method investor) in accordance with ASC 323-10. As noted in ASC
323-10-S99-4, “[i]nvestors that are SEC registrants should classify any income
or expense resulting from application of this guidance in the same income
statement caption as the equity in earnings (or losses) of the investee.”
Although ASC 323-10-S99-4 references SEC registrants, reporting entities that
are not SEC registrants should consider applying the same guidance.
5.3.4 Stock-Based Compensation Granted by an Investor to Employees of an Equity Method Investee When the Investee Reimburses the Contributing Investor
If an investee reimburses a contributing investor for share-based payment awards, the contributing
investor generally records income, with a corresponding amount recorded in equity, in the same periods
as the cost that is recognized for issuing the awards. Therefore, the issuance of the awards by the
contributing investor and the subsequent reimbursement by the investee may not affect the net income
(loss) of the contributing investor. That is, if the reimbursement received by the investor equals the
compensation cost recognized for the awards granted, the cost of issuing the awards and the income
for their reimbursement will be equal and offsetting and will be recorded in the same reporting periods
in the contributing investor’s income statement.
If an investee reimburses a contributing investor for share-based payment awards, the investee
generally accrues a dividend to the contributing investor for the amount of the reimbursement in the
same periods as the capital contribution from the contributing investor. The recognition of a dividend is
generally appropriate given that the issuance of the awards resulted in a capital contribution from the
contributing investor. See Section 5.3.2 for a more detailed discussion of the accounting by the investee
related to the awards.
If an investee reimburses a contributing investor for share-based payment awards, the noncontributing
investor or investors generally recognize a loss equal to the amount by which their interest in the
investee’s net book value has decreased (i.e., their percentage share of the distributed capital
recognized by the investee) as a result of the reimbursement to the contributing investor. The
recognition of a loss by the noncontributing investor is typically appropriate given that its interest in
the investee’s net book value has decreased as a result of the reimbursement provided to the investor
issuing the awards.
Under U.S. GAAP, there is no explicit guidance on the accounting for an
arrangement in which the investee reimburses the contributing investor;
therefore, other views may be acceptable for the accounting by the contributing
investor, the investee, and the noncontributing investor.
5.4 Costs Incurred on Behalf of an Investee
5.4.1 Accounting for Costs Incurred on Behalf of an Investee in the Financial Statements of the Investor
The guidance in ASC 323-10-25-3 through 25-5, which was initially introduced by EITF Issue 00-12 (see Section 5.3), examines situations in which an additional investment made by an investor is not
determined to be a funding of prior losses and considers the manner in which (i.e., capitalization or
expense), and period(s) over which, the investor should account for any costs incurred on behalf of an
investee. The following are two different views proposed by the EITF regarding how an investor should
recognize the many types of expenditures it might incur on behalf of an investee:
- View A — The investor should record the expenditures as expenses “to the extent that the investor’s claim on the investee’s book value has not been increased.” If the investor’s claim on the investee’s book value has been increased (e.g., when the cost incurred by the investor is capitalized by the investee), the investor should recognize the portion of the expenditures represented by the increase as an additional investment in the investee.
- View B — The investor should recognize the expenditures as an increase in its investment in the investee. The investor would then recognize its share of the earnings or losses of the investee, inclusive of the costs incurred, on the basis of its ownership percentage in the investee. The remainder of the cost incurred (the percentage of the cost that benefits the other investors) results in an originated-basis difference between the investor’s investment balance and its underlying equity in net assets of the investee. This difference should be accounted for in a manner similar to that described in ASC 323-10-35-34, whereby the difference is attributed to specific individual assets or liabilities of the investee, and any residual excess of the cost of the investment over the proportional fair value of the investee’s assets and liabilities is treated as equity method goodwill. When attributing the basis difference to the investee’s underlying net assets, the investor should consider the relevant facts and circumstances, including the nature of the expenditures. See Sections 4.5 and 5.1.5.2, respectively, for initial measurement of and subsequent accounting for basis differences.
After the EITF considered these two alternatives, the scope of the discussion and consensus in EITF Issue 00-12 (as codified in ASC 323-10-25-3 through 25-5) was narrowed to focus only on the costs of investor stock-based compensation granted by the investor to employees of the equity method investee, and not on contributions in other forms. When investor stock-based compensation costs are incurred, the consensus of ASC 323-10-25-3 through 25-5 would be followed. That is, the contributing investor would expense the cost of investor stock-based compensation granted to employees of an equity method investee as incurred (i.e., as the contribution is recognized by the investee) to the extent that the investor’s claim on the investee’s book value has not increased (see Section 5.3).
However, for costs that do not represent investor stock-based compensation costs
incurred by the contributing investor on behalf of the equity method investee
for no additional ownership interest, and when no proportionate funding is
provided by the other equity holders, we believe that View B would generally be
appropriate, after consideration of the provisions of ASC 323-10-35-29 (see
Section 5.2.4).
Although the investor’s contribution may not result in an additional ownership
interest for that investor, the contribution would presumably be made to enhance
the investor’s investment or would result in the investee’s avoidance of costs,
benefiting the investor indirectly.
Example 5-25
Investor W holds an investment in Investee M, which owns the mineral rights to an exploratory mining project. Investee M is in the development stage with no revenue or forms of debt financing and has no other assets or activities other than those related to the mining project. Investor W accounts for its investment in M under the equity method. Investor W elects to fund 100 percent of M’s exploration costs incurred for the calendar year. These exploration payments are expected to cover all of M’s exploration program costs and allow M to complete its exploration phase. The exploration payments do not represent a funding of prior losses.
Although W will not receive an additional ownership in M when it funds the exploration costs, these contributions enhance W’s investment because M does not have to bear the economic burden that it would have otherwise incurred if W had not made these contributions. Given M’s capital structure, W will provide all of M’s operating financing during this exploration phase of the mining project. The viability of M, as an entity in the development stage with no revenue or forms of debt financing, depends wholly on W’s equity commitment, and thus the contributions will enhance the value of W’s investment. Therefore, in these circumstances, it is appropriate for W to recognize the exploration payments as an increase to the carrying value of its investment in M in accordance with View B. The costs attributable to the noncontributing investor(s) result in an originated-basis difference between W’s investment balance and its underlying equity in M’s net assets. This basis difference would be attributable to the underlying investee’s mineral rights property asset and would be amortized over the life of that asset.
5.4.2 Accounting for Costs Incurred on Behalf of an Investee in the Financial Statements of the Investee
When costs are incurred by an investor related to an equity method investment,
the investor should use judgment to determine whether the costs are incurred on
behalf of the investee and therefore should be reflected in the investee’s
financial statements. SAB
Topic 1.B states, in part, that “[i]n general, the staff
believes that the historical income statements of a registrant should reflect
all of its costs of doing business. Therefore, in specific situations, the staff
has required the subsidiary to revise its financial statements to include
certain expenses incurred by the parent on its behalf.” In addition,
SAB
Topic 5.T discusses the concept of reflecting costs incurred
by a shareholder on behalf of a company in the company’s financial statements.
SAB Topic 5.T states, in part, that a transaction in which “a principal
stockholder pays an expense for the company, unless the stockholder’s action is
caused by a relationship or obligation completely unrelated to his position as a
stockholder or such action clearly does not benefit the company” should be
reflected as an expense in the company’s financial statements, with a
corresponding credit to APIC. We believe that the guidance in SAB Topics 1.B (by
analogy) and 5.T applies to equity method investees. Therefore, we believe that
costs incurred by an investor on behalf of an investee should be recorded in the
financial statements of the investee as an expense (or capitalized if permitted
under other U.S. GAAP), with a corresponding credit to APIC.
In addition, even though the guidance in SAB Topics 1.B and 5.T applies to
public companies, we believe that private companies should also apply this
guidance when evaluating the recognition of costs incurred by an investor on
behalf of an investee.
5.5 Decrease in Investment Value and Impairment
ASC 323-10
35-31 A series of operating losses of an investee or other factors may indicate that a decrease in value of the
investment has occurred that is other than temporary and that shall be recognized even though the decrease
in value is in excess of what would otherwise be recognized by application of the equity method.
35-32 A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence
of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the
carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify
the carrying amount of the investment. A current fair value of an investment that is less than its carrying
amount may indicate a loss in value of the investment. However, a decline in the quoted market price below the
carrying amount or the existence of operating losses is not necessarily indicative of a loss in value that is other
than temporary. All are factors that shall be evaluated.
35-32A An equity method investor shall not separately test an investee’s underlying asset(s) for impairment.
However, an equity investor shall recognize its share of any impairment charge recorded by an investee in
accordance with the guidance in paragraphs 323-10-35-13 and 323-10-45-1 and consider the effect, if any, of
the impairment on the investor’s basis difference in the assets giving rise to the investee’s impairment charge.
ASC 970-323
35-12 A loss in value of an investment other than a temporary decline shall be recognized. Such a loss in value may be indicated, for example, by a decision by other investors to cease providing support or reduce their financial commitment to the venture.
35-13 If a transaction with a real estate venture confirms that there has been a loss in the value of the asset sold that is other than temporary and that has not been recognized previously, the loss shall be recognized on the books of the transferor.
An investor must determine whether its equity method investment is impaired when
certain indications are present even if an investee has not recognized impairments
of its assets. In addition, an equity method investment may be impaired in an amount
greater than impairments recognized by the investee. Although a current fair value
below the recorded investment is an indicator of impairment, the investor should
recognize an impairment only if the loss in value is deemed to be an OTTI.10 If an impairment of an equity method investment is determined to be other than
temporary, the investor must record an impairment charge sufficient to reduce the
investment’s carrying value to its fair value, which results in a new cost basis.
This new cost basis cannot subsequently be written up to a higher value as a result
of increases in fair value. The investor should apply the equity method of
accounting to the new cost basis in its investment by recording its share of
subsequent income or loss of the investee in a manner consistent with the accounting
method used before the OTTI (see Section 5.1).
The investor should not test the investee’s underlying assets for impairment; rather, the investor should
test the equity method investment for impairment as its own unit of account. Also, ASC 323-10-35-32A
requires the investor to “recognize its share of any impairment charge recorded by an investee in
accordance with the guidance in paragraphs 323-10-35-13 and 323-10-45-1 and consider the effect,
if any, of the impairment on the investor’s basis difference in the assets giving rise to the investee’s
impairment charge.” However, the investor must nonetheless ensure that the amounts recognized
comply with U.S. GAAP. Therefore, the investor should consider if impairment indicators exist at the
investee level that were not recognized but should have been in accordance with U.S. GAAP.
5.5.1 Identifying Impairments
ASC 323-10-35-31 and 35-32 provide certain factors that may be indicative of an impairment, including:
- “A series of operating losses of an investee.”
- The “absence of an ability to recover the carrying amount of the investment.”
- The “inability of the investee to sustain an earnings capacity.”
- “A current fair value of an investment that is less than its carrying amount.”
In addition to these factors, the SEC issued SAB Topic 5.M, which provided three indicators of OTTI on investments in AFS equity securities. As a result of the issuance (and the adoption) of ASU 2016-01, SAB Topic 5.M was removed from the Codification. Although that guidance specifically related to AFS equity securities, we believe that the indicators of an OTTI contained therein continue to be helpful when an investor is evaluating whether an OTTI of any equity method investment exists. The indicators in SAB Topic 5.M were as follows:
- The length of the time and the extent to which the market value has been less than cost;
- The financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer such as changes in technology that may impair the earnings potential of the investment or the discontinuance of a segment of the business that may affect the future earnings potential; or
- The intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.
SEC Accounting and Auditing Enforcement Release Nos. 309, 316, 370, and 422 provide additional
factors to evaluate in the determination of an OTTI, including the following:
- The condition and trend of the economic cycle.
- The issuer’s financial performance and projections.
- Trends in the general market.
- The issuer’s capital strength.
- The issuer’s dividend payment record.
- Whether other adverse conditions at the investee level are further indicators of an other-than-temporary diminution in value, including:
- Known liquidity crisis.
- Bankruptcy proceedings.
- Going-concern commentary in the auditor’s report on the investee’s most recent financial statements.
Any impairment analysis will require a careful consideration of all the facts and circumstances, with
no individual factor being determinative. Note, however, that when an equity method investment has
a readily determinable value, it is more difficult to overcome the indication of impairment (e.g., by
performing an internal discounted cash flow analysis that contradicts the market value).
An investor is required to test certain long-lived assets for recoverability by
using undiscounted cash flows as a first step in determining whether an
impairment loss should be recognized under ASC 360-10; however, equity method
investments are outside the scope of ASC 360-10. At the 2002 AICPA Conference on
Current SEC Developments, the SEC staff indicated that it would object to the use of an undiscounted cash flow analysis under ASC 360-10 for the determination of whether an equity method investment is impaired. In addition, at the March 17–18, 2004, EITF meeting, during deliberations of EITF Issue 03-1, the SEC observer stated that registrants “should continue to rigorously assess equity method investments for impairment” and that the “SEC staff will continue to object to inappropriate impairment analyses for such investments, for example a Statement 144 [codified in ASC 360] undiscounted cash flow approach.” Thus, it
would not be appropriate to conclude that an impairment of an equity method
investment does not exist simply because the investment’s undiscounted cash
flows exceed its carrying amount. An investor should consider all factors, as
well as the severity and duration of the equity method investment’s decline in
value, when determining whether an impairment is other than temporary. However,
if the equity method investment’s undiscounted cash flows are less than its
carrying amount, this is a strong indicator of an impairment.
The table below outlines factors that may indicate that an equity method investment’s decline in value is an OTTI as well as those that may indicate that it is not an OTTI.
Indicator | OTTI | Not an OTTI |
---|---|---|
Length of time that the fair value is below the investor’s carrying value | Prolonged period | Short period, generally measured in months rather than in years |
Current expected performance relative to expected performance when the investor initially invested in the investee | Current expected performance is significantly worse than anticipated when the
investor initially invested in the investee | Current expected performance is consistent with the level anticipated when the
investor initially invested in the investee |
Performance relative to peers | The investee is performing significantly worse than peer companies | The investee is performing in a manner that is commensurate with peer
companies |
Industry performance relative to economy | The investee’s industry is declining and significantly lags the performance of
the economy as a whole | The investee’s industry is performing in a manner that is consistent with the
general economy as a whole |
Credit rating | The investee’s credit rating has been downgraded | No significant change in the investee’s credit rating has occurred |
Regulatory action | Adverse regulatory action is expected to substantially reduce the investee’s
product demand or profitability | No significant adverse regulatory actions against the investee have occurred |
Loss of principal customers or suppliers | The investee has lost significant customers or suppliers with no immediate
prospects for replacement | The investee has maintained significant customers and suppliers or has
identified replacements for those expected to be
lost |
Discounted cash flows | The investee’s discounted cash flows are below the investor’s carrying
amount | The investee’s discounted cash flows are greater than the investor’s carrying
amount |
Undiscounted cash flows | The investee’s undiscounted cash flows are below the investor’s carrying
amount | The evaluation of the investee’s undiscounted cash flows would not be
determinative of whether an OTTI exists |
5.5.2 Measuring Impairment
ASC 323 requires an investor to measure impairment (if it is determined to be other than temporary)
by comparing the carrying value of the investment with its fair value. The investor is prohibited from
testing an equity method investee’s underlying assets for impairment; instead, the investor must test
the total equity method investment for impairment, including any goodwill recognized on the date
of initial investment (i.e., equity method goodwill recognized is not separately tested for impairment
in accordance with ASC 350 but included as part of the total equity method investment subject to
impairment testing under ASC 323).
If an investor uses a cash flow analysis to determine the fair value of an
equity method investment, it must discount the cash flows to arrive at a measure
of the investment’s fair value. A discounted cash flow analysis is similar to
the present value techniques described in ASC 820-10-55-5(c) and (d) and
incorporates the time value of money and risk premiums that market participants
would take into account when pricing the asset. The time value of money
generally cannot be incorporated into an estimate of future cash flows but must
be incorporated into the discount rate used to measure fair value under the
discounted cash flow method. Certain risk factors are also usually included in
the discount rate. However, it is inappropriate for an investor to use an
undiscounted cash flow approach since such a valuation method would not take
into account the considerations described above and would not result in a
correct measurement of the “loss in value” of an equity method investment.
Depending on the facts and circumstances, there may be other acceptable ways to determine the fair
value of an equity method investment for impairment, such as the market approach or other income
approach methods described in ASC 820 (e.g., a discount rate adjustment technique or probability-weighted
techniques). However, if the investment has a readily determinable fair value, it would be
inappropriate for the investor to modify the amount of impairment measured by using the readily
determinable fair value by substituting another valuation technique (e.g., discounted cash flows).
5.5.2.1 Consideration of Basis Differences After Recognizing an Impairment
As discussed in Section
5.5, equity method investments are tested for impairment as a
single unit of account (i.e., the investment rather than individual assets
or basis differences). However, the recognition of an impairment charge will
often affect existing basis differences or give rise to new ones. For
example, if an investor has a positive basis difference allocated to various
assets and equity method goodwill greater than an impairment, the impairment
will be likely to reduce the existing positive basis differences and affect
their subsequent amortization. ASC 323 does not provide guidance on how the
impact of an impairment charge should be allocated to basis differences.
Therefore, an investor should select an accounting policy to allocate
impairment charges to basis differences and apply it consistently. As
illustrated in the example below, it would be appropriate to allocate on the
basis of the fair value at the time of impairment. While there may be other
acceptable allocation methods, we believe that the allocation method applied
should be reasonable on the basis of the facts and circumstances and the
nature of the impairment.
Example 5-26
As of December 31, 20X1, Investor X has a 40 percent interest in Investee Z with a carrying value of $2.376
million, which consists of the following:
- Share of underlying net assets: $1.8 million.
- Basis differences: $576,000.
- Fixed assets: $380,000.
- Intangible assets: $116,000.
- Goodwill: $80,000.
Investor X concludes that the fair value of its investment in Z is $1.84 million, and the decline in value is other than temporary. Investor X would record a $536,000 impairment charge and allocate it on the basis of the fair value of Z’s underlying assets as follows:
After comparing the new basis differences with the carrying value immediately before the impairment, X would allocate the impairment to the existing basis differences as follows:
Conversely, if an investor does not have any positive basis differences or the
impairment exceeds the existing basis differences, the recognition of an
impairment charge will result in the creation of a negative basis
difference. The write-down may affect the amortization of basis differences.
Subsequent increases in the investment’s value as a result of increases in
fair value not related to the amortizable basis differences would not be
recognized until realized (i.e., disposal of the investment). See Section 5.5 for details related to recording
an OTTI.
Example 5-27
Assume the same facts as in the example above, except the following:
As of December 31, 20X1, Investor X concludes that the fair value of its investment in Investee Z is $1.76 million,
and the decline in value is other than temporary. Investor X would record a $616,000 impairment charge and
allocate it on the basis of the fair value of Z’s underlying assets as follows:
After comparing the new basis differences with the carrying value immediately before the impairment, X would
allocate the impairment to the existing basis differences as follows:
Because the basis difference attributable to fixed assets was $380,000 immediately before the recognition of
the impairment, the recognition created a $40,000 negative basis difference. This difference will be amortized
over the remaining useful life of the underlying fixed assets.
5.5.2.2 Consideration of Cumulative Translation Adjustment in an Impairment Analysis
An equity method investment may generate cumulative translation adjustment (CTA)
balances given that the investee may be a foreign operation or hold
interests in foreign operations. ASC 830 provides specific guidance
regarding how CTA balances should be assessed during an impairment review.
ASC 830-30-45-13 states, in part, that “[a]n entity that has committed to a
plan that will cause the cumulative translation adjustment for an equity
method investment or a consolidated investment in a foreign entity to be
reclassified to earnings shall include the cumulative translation adjustment
as part of the carrying amount of the investment when evaluating that
investment for impairment.” However, ASC 830-30-45-14 states, in part, that
“no basis exists to include the cumulative translation adjustment in an
impairment assessment if that assessment does not contemplate a planned sale
or liquidation that will cause reclassification of some amount of the
cumulative translation adjustment.” Therefore, a CTA balance should be
considered in an impairment analysis only when the investment’s
recoverability is predicated on a plan to dispose of the investment.
Example 5-28
Investor A determines that there are indicators of impairment for Investee B. Investor A’s investment in B has a carrying value of $60 million and a CTA debit balance of $10 million. Investor A has no plan to sell its investment in B or any other transaction that would cause reclassification of the CTA. Therefore, A would consider only the carrying value of $60 million when testing its investment in B for impairment.
Example 5-29
Assume the same facts as in the example above, except that Investor A plans to
sell its investment in Investee B within one year.
Investor A would consider the carrying value of $60
million and the CTA debit balance of $10 million
(i.e., the total carrying value of $70 million must
be compared with the fair value) when testing its
investment in B for impairment.
5.5.2.3 Consideration of Nonrecourse Debt
The existence of nonrecourse debt or other similar financing structures does not affect the amount of impairment recognized. If an investor considered nonrecourse financing in determining an impairment charge of an equity method investment, the investor would, in substance, be accounting for the effects of a debt extinguishment before the threshold in ASC 405-20-40-1 was reached.
Example 5-30
Investor A and Investor B each contribute $6 million of cash in Investee C (a real estate project), which is financed, in part, by $10 million of nonrecourse financing. Assume that C has break-even operations after the original contribution. If A’s and B’s investment in C is determined to be other-than-temporarily impaired to such a degree that its value is reduced from $12 million to $8 million, A and B must write their investment down beyond the $10 million nonrecourse financing amount to $4 million each. The existence of nonrecourse debt is not justification for limiting the impairment charge. If A and B were to write their investment down to only $5 million each, they effectively would be recognizing a $2 million gain on a debt extinguishment that has not yet occurred, which is prohibited by ASC 405-20-40-1.
5.5.3 Impairment of Investee Goodwill
ASC 350-20-35-48 requires a goodwill impairment loss recognized at a subsidiary level to be recognized in the consolidated financial statements only if the goodwill of the reporting unit in which the subsidiary resides is also impaired. However, whether an impairment is ultimately recognized in the consolidated financial statements of the subsidiary’s parent does not affect whether an impairment is recognized by an equity method investor. Thus, if an equity method investee recognizes a goodwill impairment charge in its separate financial statements, the investor should recognize its share of the impairment in its financial statements in the same manner in which it recognizes other earnings of the investee.
5.5.4 Events During a Lag Period — Impact on Impairment Evaluation
Investors are permitted in certain instances to record their share of earnings
or losses in an investee on a lag (as long as the intervening period is no more
than three months); see Section 5.1.4. However, an investor should consider testing an
equity method investment for impairment up until its balance sheet date because
the guidance on reporting on the lag is limited to the “earnings or losses” of
the investee and does not address reporting an impairment on a lag. Generally,
the investor should evaluate its equity method investments as of its balance
sheet date to determine whether an OTTI exists. If an OTTI exists on the balance
sheet date, the measurement of the impairment should be determined as of the
balance sheet date and not as of the reporting date for the lag. For example, if
an investor reports its share of an investee’s earnings and losses on a
three-month reporting lag, and the investor determines as of its quarter ended
June 30 that its investment in the investee has an OTTI, the investor should
measure an impairment using the fair value of its investment as of June 30, not
the fair value of its investment as of March 31.
If significant events occur during the period between the financial statements
used to record an equity method investment and the balance sheet date, questions
may be raised about whether an OTTI exists. The investor should apply the
guidance in ASC 810-10-45-12 to account for transactions or events in the
intervening period. It states, in part:
[R]ecognition should
be given by disclosure or otherwise to the effect of intervening events that
materially affect the financial position or results of operations.
Thus, investors should carefully
evaluate whether material intervening events are disclosed in the notes to the financial statements or
recognized in the statements themselves as an adjustment to the investment. The following events in
the intervening period may require further considerations in the context of impairment evaluation:
- Loss or bankruptcy of a significant customer or supplier.
- Adverse credit event (e.g., downgraded rating, default on lending agreements).
- Impairment of investee assets (e.g., property destroyed by fire and no insurance proceeds expected).
Additional factors may also require further consideration.
An investor may hold investments that qualify for specialized industry accounting under ASC 946. Under
this guidance, investments are measured at fair value, and changes in fair value are recognized in
current-period earnings. An investor holding equity method investments in entities applying accounting
under ASC 946 would record its equity method earnings and losses on the basis of amounts reported
by an investee, including the investor’s proportionate share of the change in fair value of the investee’s
assets.
Typically, changes in the fair value of the investee’s assets arising from events occurring after the date
of the investee’s most recent available financial statements should not be considered an OTTI of the
investor’s equity method investment. An OTTI is the difference between the equity method investment’s
carrying value and its fair value. In the absence of a reporting time lag, a difference would not exist
as of the investor’s balance sheet date for the effects of fair value changes because the investee’s
accounting under ASC 946 (i.e., fair value) is retained in the investor’s application of the equity method
of accounting. That is, there is no impairment charge, since carrying value and fair value would be the
same.
However, if the investee and the investor have different reporting dates, the fair value reported in the
investee’s most recent available financial statements may not be indicative of the fair value as of the
investor’s balance sheet date. Therefore, the investor would need to evaluate the OTTI indicators to
determine whether an impairment should be recognized.
Footnotes
10
OTTI classification does not mean that the impairment is
permanent.
5.6 Change in Level of Ownership or Degree of Influence
An investor’s ownership and degree of influence may change as a result of a variety of transactions, including, but not limited to, the following:
- The investor directly acquires or disposes of an investment.
- The investee carries out a stock repurchase program resulting in an increase in the investor’s relative ownership percentage (e.g., the investor does not sell any shares back to the investee or sells fewer than do other investors). Conversely, the investee sells additional shares and dilutes the investor’s relative ownership percentage (e.g., the investor does not purchase any shares from the investee).
- The investee emerges from bankruptcy. The investor accounted for its investment under ASC 321 at fair value (unless the measurement alternative was elected)11 during the bankruptcy because it was unable to exercise significant influence over the investee. However, upon emergence, the investor may be able to exercise significant influence again.
- The investor’s representation on the investee’s board of directors increases without a corresponding increase in the investor’s investment (e.g., a board member resigns and is not replaced, thereby increasing the investor’s relative representation, or, alternatively, the investor is given or gains another seat on the board for no consideration).
The above changes in the investor’s level of influence will result in the following accounting changes,
which are further discussed in this section:
- Increase in influence over an equity method investment results in control over the investment (equity method to consolidation); see the next section.
- Increase in influence over an investment accounted for in accordance with ASC 321 results in significant influence over the investment (ASC 321 to equity method); see Section 5.6.2.
- Increase in influence over an equity method investment results in the continued application of the equity method of accounting (significant influence retained); see Section 5.6.3.
- Decrease in influence over an equity method investment results in the continued application of the equity method of accounting (significant influence retained); see Section 5.6.4.
- Decrease in influence over an equity method investment results in ownership of an investment accounted for in accordance with ASC 321 (equity method to ASC 321); see Section 5.6.5.
-
Decrease in the level of ownership interest results in loss of control over the investee (consolidation to equity method); see Section 5.6.7.
5.6.1 Increase in Level of Ownership or Degree of Influence — Control Initially Obtained (From Equity Method to Consolidation Accounting)
If an investor obtains a controlling financial interest in accordance with ASC
810, it should consolidate the investee and stop using the equity method of
accounting. The investor should not retrospectively adjust the financial
statements to consolidate the investee during the period in which it only had an
equity method investment and did not control the investee. To determine the
applicable measurement and recognition guidance, the investor should consider
whether the investee and investor are under common control as defined in ASC
805-50 (see Appendix
B of Deloitte’s Roadmap Business Combinations for more
information).
If the investee and investor are not under common control, the investor should
consider whether the investee is:
-
A business as defined in ASC 805-10 (see Deloitte’s Roadmap Business Combinations). In such case, the investor should remeasure its equity interest to fair value as of the acquisition date and recognize any gain or loss from the remeasurement of the previously held equity method investment in earnings. Also, the investor should reclassify the AOCI balance related to the investee and include it in the computation of gain or loss.
-
A VIE as defined in ASC 810-10 that is not a business. In such case, the VIE should consider the recognition and measurement guidance in ASC 810-10-30-3 and 30-4 (see Appendix C of Deloitte’s Roadmap Consolidation — Identifying a Controlling Financial Interest). The primary beneficiary of the VIE should not recognize goodwill and should measure and recognize the assets and liabilities of the VIE in accordance with ASC 805-20-25 and ASC 805-20-30. Also, no gain or loss should be recognized on assets and liabilities that were transferred to the VIE on, after, or shortly before the date the investor became the primary beneficiary of the VIE. The gain or loss should be measured as the difference between (1) the sum of the fair value of the consideration paid, the fair value of any noncontrolling interests, and the reported amount of any previously held interests and (2) the net amount of the VIE’s identifiable assets and liabilities recognized and measured in accordance with ASC 805.
If the investee and investor are under common control, the investor does not
remeasure its previously held interests in the investee. Instead, it should
measure the newly acquired assets and liabilities at the common control parent’s
historical carrying amounts regardless of whether pushdown accounting was
previously applied. The investor should recognize any difference between the
consideration paid and the net assets recognized in equity.
If the investee is neither a business nor a VIE, the investor
should account for the transaction in which it obtains control as an asset
acquisition and consider the guidance in Appendix C of Deloitte’s Roadmap Business
Combinations. There are two alternatives available to an
investor for determining the cost of assets acquired. Under the first
alternative, the investor includes both the carrying value of its preexisting
ownership interests and the cost of additional ownership interest as part of the
total cost of the assets acquired, which follows the cost accumulation model.
Under the second alternative, the investor may analogize to the guidance for
business combination in ASC 805-30-30-1 and include the fair value of any
previously held interests (after recognizing a gain or loss for the difference
between the interest’s fair value and its carrying value), consideration paid,
and transaction costs incurred as the total cost of the assets acquired.
5.6.2 Increase in Level of Ownership or Degree of Influence — Significant Influence Initially Obtained (ASC 321 to Equity Method)
ASC 323-10
15-12 An investment in common stock of an investee that was previously accounted for on other than the
equity method may become qualified for use of the equity method in accordance with paragraph 323-10-15-3
by an increase in the level of ownership described in that paragraph (that is, acquisition of additional voting
stock by the investor, acquisition or retirement of voting stock by the investee, or other transactions). See
paragraph 323-10-35-33 for guidance on all changes in an investor’s level of ownership or degree of influence.
35-33 Paragraph 323-10-15-12
explains that an investment in common stock of an
investee that was previously accounted for on other than
the equity method may become qualified for use of the
equity method by an increase in the level of ownership
described in paragraph 323-10-15-3 (that is, acquisition
of additional voting stock by the investor, acquisition
or retirement of voting stock by the investee, or other
transactions). If an investment qualifies for use of the
equity method (that is, falls within the scope of this
Subtopic), the investor shall add the cost of acquiring
the additional interest in the investee (if any) to the
current basis of the investor’s previously held interest
and adopt the equity method of accounting as of the date
the investment becomes qualified for equity method
accounting. The current basis of the investor’s
previously held interest in the investee shall be
remeasured in accordance with paragraph 321-10-35-1 or
321-10-35-2, as applicable, immediately before adopting
the equity method of accounting. For purposes of
applying paragraph 321-10-35-2 to the investor’s
previously held interest, if the investor identifies
observable price changes in orderly transactions for an
identical or a similar investment of the same issuer
that results in it applying Topic 323, the entity shall
remeasure its previously held interest at fair value
immediately before applying Topic 323.
35-34 The carrying amount of an investment in common stock of an investee that qualifies for the equity method of accounting as described in paragraph 323-10-15-12 may differ from the underlying equity in net assets of the investee. The difference shall affect the determination of the amount of the investor’s share of earnings or losses of an investee as if the investee were a consolidated subsidiary. However, if the investor is unable to relate the difference to specific accounts of the investee, the difference shall be recognized as goodwill and not be amortized in accordance with Topic 350.
When an investor obtains an additional interest that provides it with significant influence, it must apply the equity method of accounting. This is the case regardless of whether the transaction that leads to significant influence is undertaken by the investor (e.g., a purchase of additional shares) or the investee (e.g., a change in the structure of the board of directors that provides the investor with increased relative influence).
For investments in equity securities that do not require consolidation or
application of the equity method, an investor will recognize them at fair value
(unless the measurement alternative is elected).12
The guidance requires the equity method to be applied
prospectively from the date an investor obtains significant influence. When an
investment qualifies for the equity method (as a result of an increase in the
level of ownership interest or degree of influence), the cost of acquiring the
additional interest in an investee would be added to the current basis of the
investor’s previously held interest, and the equity method would be applied
subsequently from the date on which the investor obtains the ability to exercise
significant influence over the investee.
An entity that applies the measurement alternative in ASC 321 should consider
observable transactions that require it to remeasure its equity investment in
accordance with that guidance before it applies ASC 323. Therefore, immediately
before applying the equity method of accounting, an investor would remeasure its
original investment on the basis of the valuation implied by the additional
investment in accordance with ASC 321-10-35-1 or 35-2, as applicable. In other
instances, qualification for the equity method of accounting can occur without
an observable price change (e.g., an increase in the level of influence without
an acquisition of an additional interest). If the transaction is not an
observable transaction, the investor should add the cost of the new investment
to the carrying amount of its existing interest, which would become the initial
measurement of the equity method investment in the investee. Under either
scenario, the investor must analyze any remaining basis differences after
applying the equity method, if applicable.
Example 5-31
Investor A acquires a 5 percent interest in Investee B at the beginning of the fiscal year for $5 million and then acquires an additional 20 percent interest two years later for $24 million, at which time the fair value of the original 5 percent interest is $6 million. The $6 million would therefore be added to the $24 million to represent a $30 million equity method investment. Investor A would also undertake a purchase price allocation to determine any basis difference as of the date significant influence is obtained.
If the investor’s claim to the investee’s carrying value is more than the total cost basis after the addition of the cost of acquiring the additional interest, a negative basis difference will exist. Because the investor records the investments at fair value under ASC 321 before applying the equity method if there is an observable price change, this would generally be limited to instances in which the investor elects the measurement alternative and qualifies for the equity method without an observable price change. In these cases, the guidance in ASC 323 is unclear on how the investor should account for the negative basis difference related to the original investment. We do not believe that it would be acceptable to recognize the negative basis difference immediately in earnings. That is, we do not believe that this circumstance (i.e., an increase in value since the original investment) is akin to a bargain purchase gain as discussed in Section 4.5.1. Rather, the investor should account for the negative basis difference in a manner similar to the amortization or accretion of any other negative basis difference (see Section 5.1.5.2). In some situations, it may be appropriate to defer the recognition of negative basis differences until the investment’s disposal.
5.6.2.1 Investee Bankruptcy
Other transactions, such as the bankruptcy of an investee and its subsequent emergence from bankruptcy, also may result in the discontinuation of the equity method of accounting and its subsequent reinstatement upon the investee’s emergence from bankruptcy.
Example 5-32
Investor A owns a 50 percent interest in Investee B, a joint venture, and uses the equity method to account for its interest. An unrelated company, Investor C, owns the remaining 50 percent interest in B. In 20X7, B voluntarily files for Chapter 11 bankruptcy protection as a result of litigation.
Other than the significant exposure to loss that B could face through adverse findings associated with the litigation, B generates positive earnings and cash flows. However, no distributions are made to equity investors during the bankruptcy proceedings. Investor A is not the guarantor of any obligations of B; nor is A otherwise committed to provide financial support to B. However, as a result of the Chapter 11 filing, A concluded in 20X7 that there was substantial doubt about whether its investment in B would be recovered. Therefore, A wrote off its entire investment in B in accordance with ASC 323-10-35-32.
Investor A concluded that it lost significant influence over B during the bankruptcy proceedings. Therefore, A derecognized the equity method investment, which was fully impaired, and recognized the investment at fair value in accordance with ASC 321 (see Section 5.6.5 for further discussion of the loss of significant influence). The fair value was zero because of the impairment recognized. Investee B is expected to emerge from bankruptcy in 20X9 with a positive equity balance and no change in its ownership structure (i.e., A and C will each continue to own 50 percent of B).
Investor A began to account for its investment in B at fair value during the bankruptcy period because it could no longer exercise significant influence over B. As a result, B’s emergence from bankruptcy is a significant transaction that affects both the cost basis of the investment and the accounting method for the investment; therefore, the emergence from bankruptcy, although not an equity event, is included within the scope of ASC 323-10-35-33 (i.e., an “other transaction”). Accordingly, when B emerges from bankruptcy and A begins applying the equity method of accounting, A should account for any difference between its investment and its share of equity in B’s net assets in accordance with ASC 323-10-35-34, which requires that this difference be assigned and subsequently accounted for in the same manner as a business combination (i.e., basis differences). Assume that A’s share of B’s underlying net assets at emergence is $50 million and A’s share of B’s earnings during the bankruptcy proceedings is $10 million.
In accordance with ASC 323-10-35-33, A would apply the equity method of accounting prospectively. Therefore, the investment balance would be zero at emergence (because the investment was fully impaired and accounted for at fair value throughout the bankruptcy proceedings). Since the investment balance would be zero, A would have a $50 million negative basis difference.
5.6.3 Increase in Level of Ownership or Degree of Influence — Significant Influence Retained
When an investor increases its level of ownership and the equity method of accounting is applicable
both before and after the transaction, the investor would account for the acquisition of the additional
interest in a manner consistent with that used to account for an initial investment in an equity method
investee. The equity method of accounting requires the use of a cost accumulation model, whereby the
purchase price is recognized as the initial investment. To the extent the purchase price differs from the
share of the investee’s underlying net assets, the investor must account for any new basis differences
accordingly (see Sections 4.5 and 5.1.5.2 for the initial and subsequent measurement, respectively, of basis differences). Since investments accounted for under the equity method are not subject to fair value measurement, the investor may not remeasure the existing equity method investment.
Example 5-33
At the beginning of year 1, Investor A purchases a 25 percent interest in
Investee B and accounts for its investment under the
equity method of accounting. The purchase price of the
investment is $900 million, which includes $100 million
of positive basis differences related to fixed assets
(with an average useful life of 10 years). In year 1, B
earns $200 million in profit. Therefore, A recognizes
$40 million in earnings ($50 million share of net income
partially offset by a $10 million amortization of the
fixed asset basis difference). At the end of year 1, A’s
carrying value of the investment is $940 million,
composed of an $850 million share of B’s underlying net
assets and a $90 million unamortized basis difference
related to fixed assets.
At the beginning of year 2, A purchases an additional 5 percent stake in B from
a third party for $200 million. Assume that A’s share of
B’s underlying net assets (related only to the
incremental 5 percent interest) is $170 million.
Investor A would record the incremental $200 million
purchase price, bringing its aggregate investment to
$1.14 billion, which consists of $1.02 billion of A’s
share of B’s underlying net assets ($850 million in
existing investment + $170 million in incremental
investment) and $120 million in basis differences ($90
million in existing investment + $30 million in
incremental investment). On the basis of the purchase
price paid for the incremental 5 percent interest ($200
million), A’s existing 25 percent interest is worth $1
billion, or ($200 million ÷ 5%) × 25%. However, A may
not adjust the existing interest to fair value since the
equity method of accounting requires a cost accumulation
approach.
5.6.4 Decrease in Level of Ownership or Degree of Influence — Significant Influence Retained
ASC 323-10
35-35 Sales of stock of an investee by an investor shall be accounted for as gains or losses equal to the
difference at the time of sale between selling price and carrying amount of the stock sold.
40-1 An equity method investor shall account for a share issuance by an investee as if the investor had sold
a proportionate share of its investment. Any gain or loss to the investor resulting from an investee’s share
issuance shall be recognized in earnings.
Since equity method investments other than in-substance nonfinancial assets are
considered to be financial assets, an investor should first consider the
requirements of ASC 860 (see Section 3.1
of Deloitte’s Roadmap Transfers and Servicing of
Financial Assets) to determine whether the transfer of
financial assets should be considered as a sale before derecognizing the partial
investment and recognizing a gain or loss.
An investor’s ownership of or influence over an investee may decline as a result
of its own action or the investee’s actions. For example, direct sales of
interests by the investor will result in a decline in ownership or influence.13 Similarly, sales of additional shares by the investee will dilute the
investor’s influence and ownership if the investor does not purchase additional
shares equal to its proportionate ownership interest immediately preceding the
additional sale. In either case, a gain or loss should be recognized on the
basis of the deemed selling price. When calculating the gain or loss, the
investor would include basis differences, if any, which would proportionately
reduce its equity method basis differences to reflect the sale or dilution and
proportionate reduction in ownership.
Example 5-34
Investor Sells Shares to a Third Party
Investor A holds a 40 percent interest in Investee B. Investor A sells a 5
percent stake in B to a third party for $120 million.
Investor A’s stake in B does not represent an
in-substance nonfinancial asset, and the transfer meets
the definition of a sale in ASC 860. Immediately before
the sale, the carrying value of A’s 40 percent interest
in B was $800 million, including a $100 million positive
basis difference. Investor A would derecognize a
proportionate share of the carrying value, including
basis difference, or $100 million, or (5% ÷ 40%) × $800
million. The difference between the cash proceeds (i.e.,
$120 million) and the carrying value derecognized (i.e.,
$100 million) represents a gain on the disposal
transaction (i.e., $20 million).
Example 5-35
Investee Sells Additional Shares to a Third Party
Investor X holds 15 shares of Investee Y, which represents a 37.5 percent ownership interest. Investee Y issues an additional 10 shares to a third party for $650,000. Immediately before the issuance, Y’s net asset balance was $1.5 million. The carrying value of X’s 37.5 percent interest in Y was $600,000, including a $37,500 positive basis difference. The calculation of X’s dilution, share of proceeds, and investment balance after share issuance is shown in the chart below.
Investee Y’s issuance of shares diluted
X’s ownership interest from 37.5 percent to 30 percent,
resulting in X’s having effectively disposed of 20
percent, or 1 − (30% ÷ 37.5%), of its interest. Investor
X’s investment in Y was $600,000 before the transaction,
which includes a $37,500 positive basis difference.
Therefore, X must derecognize $120,000 of its investment
because of dilution, which would include a proportional
reduction of the basis difference. However, X would also
share in the increase of Y’s net assets (i.e., the
proceeds received from the sale of shares by Y),
resulting in an increase in the investment of
$195,000.
The net effect of the transaction would be recorded as follows:
5.6.5 Decrease in Level of Ownership or Degree of Influence — Significant Influence Lost (Equity Method to ASC 321)14
ASC 323-10
35-36 An investment in voting
stock of an investee may fall below the level of
ownership described in paragraph 323-10-15-3 from sale
of a portion of an investment by the investor, sale of
additional stock by an investee, or other transactions
and the investor may thereby lose the ability to
influence policy, as described in that paragraph. An
investor shall discontinue accruing its share of the
earnings or losses of the investee for an investment
that no longer qualifies for the equity method. The
earnings or losses that relate to the stock retained by
the investor and that were previously accrued shall
remain as a part of the carrying amount of the
investment. The investment account shall not be adjusted
retroactively under the conditions described in this
paragraph. Upon the discontinuance of the equity method,
an investor shall remeasure the retained investment in
accordance with paragraph 321-10-35-1 or 321-10-35-2, as
applicable. For purposes of applying paragraph
321-10-35-2 to the investor’s retained investment, if
the investor identifies observable price changes in
orderly transactions for the identical or a similar
investment of the same issuer that results in it
discontinuing the equity method, the entity shall
remeasure its retained investment at fair value
immediately after discontinuing the equity method. Topic
321 also addresses the subsequent accounting for
investments in equity securities that are not
consolidated or accounted for under the equity
method.
ASC 321-10
30-1 If an equity security no
longer qualifies to be accounted for under the equity
method (for example, due to a decrease in the level of
ownership), the security’s initial basis for which
subsequent changes in fair value are measured shall be
the previous carrying amount of the investment.
Paragraph 323-10-35-36 states that the earnings or
losses that relate to the stock retained by the investor
and that were previously accrued shall remain as a part
of the carrying amount of the investment and that the
investment account shall not be adjusted retroactively.
Upon discontinuance of the equity method, an entity
shall remeasure the equity security in accordance with
paragraph 321-10-35-1 or 321-10-35-2, as applicable. For
purposes of applying paragraph 321-10-35-2 to the
investor’s retained investment, if the investor
identifies observable price changes in orderly
transactions for the identical or a similar investment
of the same issuer that results in it discontinuing the
equity method, the entity shall remeasure its retained
investment at fair value immediately after it no longer
applies the guidance in Topic 323.
35-1 Except as provided in
paragraph 321-10-35-2, investments in equity securities
shall be measured subsequently at fair value in the
statement of financial position. Unrealized holding
gains and losses for equity securities shall be included
in earnings.
35-2 An entity may elect to
measure an equity security without a readily
determinable fair value that does not qualify for the
practical expedient to estimate fair value in accordance
with paragraph 820-10-35-59 at its cost minus
impairment, if any. If an entity identifies observable
price changes in orderly transactions for the identical
or a similar investment of the same issuer, it shall
measure the equity security at fair value as of the date
that the observable transaction occurred. An election to
measure an equity security in accordance with this
paragraph shall be made for each investment separately.
Once an entity elects to measure an equity security in
accordance with this paragraph, the entity shall
continue to apply the measurement guidance in this
paragraph until the investment does not qualify to be
measured in accordance with this paragraph (for example,
if the investment has a readily determinable fair value
or becomes eligible for the practical expedient to
estimate fair value in accordance with paragraph
820-10-35-59). The entity shall reassess at each
reporting period whether the equity investment without a
readily determinable fair value qualifies to be measured
in accordance with this paragraph. If an entity measures
an equity security in accordance with this paragraph
(and the security continues to qualify for measurement
in accordance with this paragraph), the entity may
subsequently elect to measure the equity security at
fair value. If an entity subsequently elects to measure
an equity security at fair value, the entity shall
measure all identical or similar investments of the same
issuer, including future purchases of identical or
similar investments of the same issuer, at fair value.
The election to measure those securities at fair value
shall be irrevocable. Any resulting gains or losses on
the securities for which that election is made shall be
recorded in earnings at the time of the election.
An investor can lose significant influence in various circumstances, including a drop in ownership interest below a certain threshold or a loss in the degree of influence over an investee. In all instances, the investor may no longer apply the equity method of accounting as of the date that the threshold for applying the equity method no longer exists. That is, the investor must no longer recognize its share of earnings or losses prospectively from that date forward. However, the investor is precluded from reversing any previously recognized earnings or losses; instead, the carrying amount of any remaining investment becomes the new cost basis for the retained interest.
In a manner similar to that discussed in Section
5.6.4, an investor should first consider the guidance in ASC 860
to determine whether the sale or partial sale of its investment represents a
true sale under that guidance.
If the investor fully sells its ownership interest, any gain or loss is measured by comparing the carrying
amount of the equity method investment with the proceeds from the sale. If the investor retains an
interest, any gain or loss is calculated by deducting the carrying value of the portion of the investment
disposed from the transaction’s proceeds, which may include either amounts received directly by the
investor or the investor’s proportionate share of the increase in the investee’s equity.
If the investor does not fully sell its ownership interest and the retained
interest is accounted for at fair value in accordance with ASC 321, subsequent
changes in fair value of the investment after the equity method is discontinued
are recognized in earnings. Although the previous carrying amount of the equity
method investment becomes the cost basis under ASC 321, the fair value
measurement objective will frequently result in the remeasurement of the entire
retained interest to fair value through earnings. See Example 5-36 for an illustration of the
accounting.
Further, as discussed in Section 5.6.2, an
entity that applies the measurement alternative under ASC 321 should consider
observable transactions that require it to discontinue application of the equity
method upon discontinuing the application of the guidance in ASC 323.
Example 5-36
Investor Sells Shares to a Third Party
Investor X holds 10,000 shares (a 25 percent interest) in Investee Y and sells 4,000 shares to a third party for $250 million. The sale results in X’s ceasing to have significant influence. Investor X must discontinue the application of the equity method of accounting, recognize a gain or loss for the interest disposed of, and account for the remaining interest. Assume the following:
The difference between the carrying value of $240 million derecognized and the cash proceeds of $250 million represents a gain on the disposal transaction of $10 million. The initial carrying value of the retained interest would be $360 million.
The retained interest would be accounted for in accordance with ASC 321. If the
retained interest has a readily determinable fair value,
X would immediately adjust the carrying value of the
retained interest to fair value, with any gain or loss
recognized in earnings. If the retained interest does
not have a readily determinable fair value and X elects
the measurement alternative,15 the sale of shares to a third party would be
likely to provide sufficient observable evidence of the
fair value of the retained interest, resulting in a gain
recognized in earnings to adjust the initial carrying
value to the fair value implied by the transaction.
Example 5-37
Investee Sells Additional Shares
Investor X holds 10,000 shares (a 25 percent interest) in Investee Y. Investee Y issues 15,000 additional shares
to a third party for $950 million, which causes X to lose significant influence. Investor X must discontinue the
application of the equity method of accounting, recognize a gain or loss for the deemed sale of a portion of its
interest, and account for the remaining interest. Assume the following:
Investor X will record a gain of $9.03 million, equal to the difference between (1) the deemed proceeds from
the issuance of $172.71 million ($950 million × 18.18%) and (2) the carrying value of X’s net investment sold
of $163.68 million ($600 million × 27.28%). The initial carrying value of the retained interest would be
$609.03 million.
The retained interest would be accounted for in accordance with ASC 321. If the
retained interest has a readily determinable fair value,
X would immediately adjust the carrying value of the
retained interest to fair value, with any gain or loss
recognized in earnings. If the retained interest does
not have a readily determinable fair value and X elects
the measurement alternative,16 the sale of shares to a third party would be
likely to provide sufficient observable evidence of the
fair value of the retained interest, resulting in a gain
recognized in earnings to adjust the initial carrying
value to the fair value implied by the transaction.
5.6.5.1 OCI Upon Discontinuation of the Equity Method of Accounting
ASC 323-10
35-37 Paragraph 323-10-35-39 provides guidance on how an investor shall account for its proportionate share of an investee’s equity adjustments for other comprehensive income in all of the following circumstances:
- A loss of significant influence
- A loss of control that results in accounting for the investment in accordance with Topic 321
- Discontinuation of the equity method for an investment in a limited partnership because the conditions in paragraph 970-323-25-6 are met for accounting for the investment in accordance with Topic 321.
35-38 Paragraph 323-10-35-39 does not provide guidance for entities that historically have not recorded their proportionate share of an investee’s equity adjustments for other comprehensive income. That paragraph does not provide guidance on the measurement and recognition of a gain or loss on the sale of all or a portion of the underlying investment.
35-39 In the circumstances described in paragraph 323-10-35-37, an investor’s proportionate share of an investee’s equity adjustments for other comprehensive income shall be offset against the carrying value of the investment at the time significant influence is lost. To the extent that the offset results in a carrying value of the investment that is less than zero, an investor shall both:
- Reduce the carrying value of the investment to zero
- Record the remaining balance in income.
When an investor disposes of its entire interest in an investee, accounting for AOCI is straightforward. Upon disposition, the investor’s share of the investee’s AOCI should be reclassified and recognized in income by the investor. For partial disposals, a similar concept applies: The investor would determine the proportion of its investment that has been disposed and reclassify and recognize in income a proportional amount of AOCI. However, upon transition from the equity method of accounting, the investor must also adjust the AOCI related to the retained investment. Specifically, the investor’s share of AOCI related to the retained investment must be reclassified as an offset to the carrying value of the retained investment. To the extent this reclassification reduces the carrying amount to zero, any excess would be recognized in income. To the extent the reclassification increases the carrying amount (i.e., a loss is reclassified from AOCI), the investor should consider whether an impairment indicator exists.
Example 5-38
Investor Sells Shares to a Third Party
Investor X holds a 25 percent interest in Investee Y that is accounted for under
the equity method of accounting. Investor X sells a
10 percent interest in Y to a third party for $250
million, which results in X’s investment’s no longer
qualifying for the equity method. In addition to the
facts and entries made in Example 5-36,
assume that X has recognized a $50 million gain in
AOCI related to its investment in Y. Since X has
disposed of 40 percent (10% ÷ 25%) of its interest,
$20 million of the gain in AOCI will be recognized
in income upon the discontinuance of the equity
method of accounting. The remaining $30 million of
gain in AOCI will be reclassified against the
carrying value of the retained interest ($360
million), resulting in a carrying amount of $330
million.
Example 5-39
Investor Sells Shares to a Third Party
Assume the same facts as in the example above, except the amount of the gain
deferred in AOCI is $700 million. Since Investor X
has disposed of 40 percent of its interest, $280
million of the gain in AOCI will be recognized in
income upon loss of significant influence. The
remaining $420 million of gain in AOCI will be
reclassified against the carrying value of the
retained interest ($360 million), resulting in a
carrying amount of nil and an additional gain of $80
million.
5.6.6 Decrease in Level of Ownership or Degree of Influence — Full Disposal of Equity Method Investment
Transfers of equity method investments are within the scope of ASC 860 unless
those transfers represent in-substance nonfinancial assets.
Accordingly, for equity method investments that do not meet the definition of
in-substance nonfinancial assets, an investor applies ASC 860 when accounting
for the derecognition of its equity method investment. See Deloitte’s Roadmap
Transfers and Servicing of Financial
Assets for more information.
For equity method investments that do meet the definition of
in-substance nonfinancial assets, the investor should apply ASC 610-20 when
accounting for the derecognition of its equity method investment. See Deloitte’s
Roadmap Revenue
Recognition for additional guidance.
5.6.7 Decrease in Level of Ownership Interest Results in Loss of Control Over the Investee (Consolidation to Equity Method)
Upon a decrease in the ownership interest of a consolidated subsidiary, an
investor should perform an assessment under ASC 810-10 to determine whether it
has retained a controlling financial interest in the subsidiary. If the investor
loses a controlling financial interest over the former subsidiary but retains a
noncontrolling investment in common stock or in-substance common stock that
gives it significant influence over that investee, the investor is required to
apply the equity method of accounting to its retained interest.
If the parent ceases to have a controlling financial interest in a subsidiary but
still retains an investment that will be accounted for under the equity method
in accordance with ASC 323-10, the parent should deconsolidate the subsidiary
and recognize a gain or loss in accordance with ASC 810-10-40-5. As of the date
the loss of control occurs, the former parent remeasures, at fair value, its
retained investment and includes any resulting adjustments as part of the gain
or loss recognized upon deconsolidation. The fair value of the retained
investment represents the investor’s cost basis in the investee’s net assets and
should be used in assessing basis differences as described in Section 4.5. The parent must apply the equity
method of accounting prospectively from the date control over the subsidiary is
relinquished and should not revise its prior-period presentation to reflect
deconsolidation of the subsidiary and application of the equity method of
accounting.
When an entity loses a controlling financial interest in a subsidiary that does
not represent a business in a transaction that, in substance, is addressed by
other GAAP, the entity must apply such other GAAP (see ASC 810-10-40-3A(c)). For
instance, upon the loss of a controlling financial interest in a subsidiary that
does not represent a business in a transaction that, in substance, represents
the transfer of nonfinancial or in-substance nonfinancial assets (or both) to a
noncustomer, a reporting entity applies ASC 610-20 to determine any gain or loss
on the derecognition of such assets. See Section
17.2.1 of Deloitte’s Roadmap Revenue Recognition for a discussion of in-substance
nonfinancial assets that are within the scope of ASC 610-20 and Appendix F of Deloitte’s Roadmap Consolidation — Identifying a Controlling Financial
Interest for more information.
5.6.8 Other Considerations
5.6.8.1 Dissolution
Upon dissolution of an investee, the investor should
determine whether the net assets received from the investee as part of the
dissolution meet the definition of a business under ASC 805-10 or if the
investor obtains a controlling financial interest over a VIE as defined in
ASC 810. In such cases, the investor should account for the net assets
obtained by using acquisition accounting in accordance with ASC 805 (see
Deloitte’s Roadmap Business Combinations). At the time of
dissolution, the investor should recognize the difference between the
carrying value and fair value of the equity method investment as a gain or
loss in the income statement as the fair value of the investor’s equity
method investment at dissolution is deemed to be the consideration
transferred. If the net assets received do not meet the definition of
a business in accordance with ASC 805 or the investor does not obtain a
controlling financial interest over the VIE, the transaction may be in the
scope of asset acquisition guidance under ASC 805-50, non-monetary
transactions guidance under ASC 845, transfer of financial assets under ASC
860, or other U.S. GAAP, depending on the nature of the net assets
transferred and the transaction.
5.6.8.2 Spin-Off Transactions
The investor’s accounting for an investee spin-off transaction depends on
whether the distribution of shares by the investee is completed on a
pro-rata or non-pro-rata basis, as follows.
- Pro-rata distribution — The investor receiving the distribution should allocate the previous investment between the spinor and shares received in the spinoff (i.e., the investor accounts for the distribution as a deemed distribution to the shareholders at the carrying amount of the investment).
-
Non-pro-rata distribution —The investor recognizes a gain or loss from the transaction in the income statement. The gain or loss should equal the difference between the fair value of the shares received and the investor’s carrying amount of the proportionate share in the investee that was sold, including its share of unamortized basis differences, if any.
5.6.8.3 Common-Control Contributions
In a common-control transaction, an investee receives assets from its parent
or an associate in exchange for additional shares, resulting in the
investee’s recognizing the assets at the parent’s carrying basis. However, a
third-party investor accounting for its ownership interest under the equity
method (if there is one) is required to determine the dilution gain or loss
by using the fair values of (1) the assets contributed and (2) additional
interests issued to the parent company. The third-party investor should
track and adjust any basis differences by using its memo accounts.
Footnotes
11
See ASC 321-10-35-2.
12
See footnote 11.
13
Accounting for the sale of an equity method investment
may fall within the scope of ASC 860. The guidance provided herein
discusses the impact on the application of the equity method of
accounting; however, financial statement preparers should also consider
the requirements of ASC 860 when determining the appropriate accounting
treatment for the sale transaction.
14
See footnote 11.
15
See footnote 11.
16
See footnote 11.
5.7 Real Estate Investments
5.7.1 Sale of an Investment in a Real Estate Venture
ASC 970-323
40-1 A
sale of an investment in a consolidated real estate
venture (including the sale of stock in a corporate real
estate venture) shall be evaluated under the guidelines
set forth in paragraphs 360-10-40-3A through 40-3B. The
sale of a noncontrolling investment in a real estate
venture that is being accounted for in accordance with
Topic 320 on investments — debt securities; Topic 321 on
investments — equity securities; Topic 323 on
investments — equity method and joint ventures; or Topic
325 on investments — other, shall be accounted for in
accordance with the guidance in Topic 860 on transfers
and servicing.
The sale of an investment in real estate, including an investment accounted for under the equity method, is not treated as a sale of the underlying real estate. In a transfer of only an equity method investment in which the investee holds nonfinancial assets, the seller will account for the transfer under ASC 860.
However, in certain unique circumstances, if a transfer to a counterparty (that
does not meet the definition of a customer in ASC 606) in a
contract represents a group of assets that (1) doesn’t
constitute a business and (2) includes both an equity method
investment and a nonfinancial asset whose fair value is
equal to substantially all of the fair value of the assets
transferred, the equity method investment would be
considered part of the entire nonfinancial asset transaction
under ASC 610-20 (see ASC 610-20-15-5). Also see Deloitte’s
Roadmap Revenue Recognition for further
information regarding the application of ASC 610-20.
5.8 Interest Costs
Investors may incur interest expense as a result of loans from third parties to finance the funding of their investments in equity method investees. In addition, equity method investees may incur interest expense as a result of loans from equity method investors or other third parties. The accounting for interest incurred by the investors and the investees principally depends on the use of the funds and the activities of the investees.
5.8.1 Capitalization of Interest Costs
ASC 835-20
15-5
Interest shall be capitalized for the following types of
assets (qualifying assets): . . .
c. Investments (equity, loans, and advances)
accounted for by the equity method while the
investee has activities in progress necessary to
commence its planned principal operations provided
that the investee’s activities include the use of
funds to acquire qualifying assets for its
operations. The investor’s investment in the
investee, not the individual assets or projects of
the investee, is the qualifying asset for purposes
of interest capitalization.
15-6
Interest shall not be capitalized for the following
types of assets: . . .
d. Investments accounted for by the equity
method after the planned principal operations of
the investee begin (see paragraph 835-20-55-2 for
clarification of the phrase after planned
principal operations begin) . . . .
30-6 The
total amount of interest cost capitalized in an
accounting period shall not exceed the total amount of
interest cost incurred by the entity in that period. In
consolidated financial statements, that limitation shall
be applied by reference to the total amount of interest
cost incurred by the parent entity and consolidated
subsidiaries on a consolidated basis. In any separately
issued financial statements of a parent entity or a
consolidated subsidiary and in the financial statements
(whether separately issued or not) of unconsolidated
subsidiaries and other investees accounted for by the
equity method, the limitation shall be applied by
reference to the total amount of interest cost
(including interest on intra-entity borrowings) incurred
by the separate entity.
35-2
This Subtopic requires capitalization of interest cost on an investment
accounted for by the equity method that has not begun its planned principal
operations while the investee has activities in progress necessary to commence
its planned principal operations provided that the investee’s activities
include the use of funds to acquire qualifying assets for its operations.
Under those circumstances, capitalized interest cost may be associated with
the estimated useful lives of the investee’s assets and amortized over the
same period as those assets. Interest capitalized on the investments accounted
for by the equity method is amortized consistent with paragraph 323-10-35-13.
ASC 835-20 allows an investor to capitalize interest costs it incurs in certain
situations. ASC 835-20-35-2 states, in part, that investments (e.g., equity, loans,
advances) accounted for under the equity method are qualifying assets of the investor
provided that the investee “has activities in progress necessary to commence its planned
principal operations” and the investee is using its funds “to acquire qualifying assets
for its operations.”
Once the investee commences its planned principal operations, the investor must cease capitalization of interest costs. If the investee is already operating, the investor’s entire equity method investment does not qualify for interest capitalization, even if certain projects are still under way (e.g., several plants are under construction and one plant begins operations).
In addition, if an investee meets the criteria in ASC 835-20-15-5 through 15-8, it would qualify for interest capitalization on construction projects within its own financial statements regardless of whether the investor is precluded from capitalizing the interest it incurs, as described in the preceding paragraph. Interest capitalized by the investee would be recognized by the investor through the equity method of accounting (i.e., as a pickup of its portion of the depreciation expense associated with the capitalized interest recorded by the investee) unless the capitalized interest is associated with a borrowing from the investor. In those instances, the investor should deduct its proportionate share of the capitalized interest recorded by the investee pertaining to the investor loan from its equity method investment with a corresponding adjustment to equity method earnings.
ASC 835-20-30-6 limits the total interest cost permitted to be capitalized by a consolidated group to the interest incurred by the parent and its consolidated subsidiaries. Given that an investee is inherently not included in the investor’s consolidated group, interest incurred by the investee is not eligible for capitalization by the consolidated group; nor is interest incurred by the investor eligible for capitalization by the investee.
Any basis differences resulting from application of this guidance should be adjusted by the investor over the same period as the associated underlying assets of the investee when recording equity method earnings (i.e., depreciation).
Example 5-40
On January 1, 20X8, Investor B obtains a loan for $5 million from a third-party bank and correspondingly (1) lends Investee M $4 million and (2) acquires a 30 percent interest in M’s voting common stock for $1 million. Investee M will use the proceeds to construct a new building.
- The loan between B and the third-party bank is for 10 years and has a 10 percent annual interest rate.
- The loan between B and M is for 10 years and has a 10 percent annual interest rate.
Investor B has the ability to exercise significant influence over M and applies the equity method of accounting. Other intra-entity transactions and the effect of income taxes have been ignored to simplify this illustration.
As of January 1, 20X8, M’s planned principal operations have not yet commenced. Construction on the building begins immediately and is expected to continue for two years with principal operations commencing at the end of the second year. Construction of the building qualifies for interest capitalization in accordance with ASC 835-20 for the year ended December 31, 20X8.
During the year ended December 31, 20X8, B records the following:
In addition, because M has capitalized $400,000 of interest associated with the loan provided by B, B should deduct its proportionate share of such capitalized interest from its equity method investment. Investor B should consider which presentation is most meaningful in the circumstances. Potential acceptable alternatives are:
- Alternative 1:
- Alternative 2:
Investor B will need to consider the effects of potential basis differences resulting from the $500,000 capitalized interest on the third-party loan and the $120,000 reversal of B’s share of capitalized interest by M. Both basis differences should be amortized in a manner consistent with ASC 323-10-35-13.
In addition, in accordance with ASC 970-835-35-1, we believe that an investor should consider the following before recording interest income on a loan or an advance to an investee:
- Collectibility of the principal or interest.
- Whether other investors can bear their share of losses (see Section 5.2).
5.8.2 Interest on In-Substance Capital Contributions
ASC 970-323
35-22
Interest on loans and advances that are in substance capital contributions
(for example, if all the investors are required to make loans and advances
proportionate to their equity interests) shall be accounted for as
distributions rather than as interest income by the investors.
Although the guidance above was written for an investor’s accounting for loans and advances to an investee that is a real estate venture, we believe that it should apply to lending transactions involving any equity method investment.
An investor should evaluate whether loans or advances to an investee are in-substance capital contributions (e.g., whether all the investors are required to make loans and advances proportionate to their equity interests). If it is concluded that the loans or advances are, in effect, in-substance capital contributions, the investor should (1) account for interest received as a distribution from the investee and (2) reduce its equity method investment accordingly rather than recognize the amount as interest income.
5.9 Investor’s Recognition of ITCs Generated by an Investee
See Section 12.3.4 of Deloitte’s Roadmap
Income Taxes for interpretive
guidance on how an investor that accounts for its investment in a flow-through
entity under the equity method should account for the tax benefits received in the
form of ITCs.