(a) Kayte operates in the shipping industry and owns vessels for transportation. In June 2014, Kayte acquired Ceemone whose assets were entirely investments in small companies. The small companies each owned and operated one or two shipping vessels. There were no employees in Ceemone or the small companies. At the acquisition date, there were only limited activities related to managing the small companies as most activities were outsourced. All the personnel in Ceemone were employed by a separate management company. The companies owning the vessels had an agreement with the management company concerning assistance with chartering, purchase and sale of vessels and any technical management. The management company used a shipbroker to assist with some of these tasks.
Kayte accounted for the investment in Ceemone as an asset acquisition. The consideration paid and related transaction costs were recognised as the acquisition price of the vessels. Kayte argued that the vessels were only passive investments and that Ceemone did not own a business consisting of processes, since all activities regarding commercial and technical management were outsourced to the management company. As a result, the acquisition was accounted for as if the vessels were acquired on a stand-alone basis.
Additionally, Kayte had borrowed heavily to purchase some vessels and was struggling to meet its debt obligations. Kayte had sold some of these vessels but in some cases, the bank did not wish Kayte to sell the vessel. In these cases, the vessel was transferred to a new entity, in which the bank retained a variable interest based upon the level of the indebtedness. Kayte’s directors felt that the entity was a subsidiary of the bank and are uncertain as to whether they have complied with the requirements of IFRS 3 Business Combinations and IFRS 10 Consolidated Financial Statements as regards the above transactions. (12 marks)
(b) Kayte’s vessels constitute a material part of its total assets. The economic life of the vessels is estimated to be 30 years, but the useful life of some of the vessels is only 10 years because Kayte’s policy is to sell these vessels when they are 10 years old. Kayte estimated the residual value of these vessels at sale to be half of acquisition cost and this value was assumed to be constant during their useful life. Kayte argued that the estimates of residual value used were conservative in view of an immature market with a high degree of uncertainty and presented documentation which indicated some vessels were being sold for a price considerably above carrying value. Broker valuations of the residual value were considerably higher than those used by Kayte. Kayte argued against broker valuations on the grounds that it would result in greater volatility in reporting.
Kayte keeps some of the vessels for the whole 30 years and these vessels are required to undergo an engine overhaul in dry dock every 10 years to restore their service potential, hence the reason why some of the vessels are sold. The residual value of the vessels kept for 30 years is based upon the steel value of the vessel at the end of its economic life. At the time of purchase, the service potential which will be required to be restored by the engine overhaul is measured based on the cost as if it had been performed at the time of the purchase of the vessel. In the current period, one of the vessels had to have its engine totally replaced after only eight years. Normally, engines last for the 30-year economic life if overhauled every 10 years. Additionally, one type of vessel was having its funnels replaced after 15 years but the funnels had not been depreciated separately. (11 marks)
Required:
Discuss the accounting treatment of the above transactions in the financial statements of Kayte.
Note: The mark allocation is shown against each of the elements above.
Professional marks will be awarded in question 3 for clarity and quality of presentation. (2 marks)
(a) The accounting for the transaction as an asset acquisition does not comply with the requirements of IFRS 3 Business Combinations and should have been accounted as a business combination. This would mean that transaction costs would be expensed, the vessels recognised at fair value, any deferred tax recognised at nominal value and the difference between these amounts and the consideration paid to be recognised as goodwill.
In accordance with IFRS 3, an entity should determine whether a transaction is a business combination by applying the definition of a business in IFRS 3. A business is an integrated set of activities and assets which is capable of being conducted and managed for the purpose of providing a return in the form. of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants. A business consists of inputs and processes applied to those inputs which have the ability to create outputs. Although businesses usually have outputs, outputs are not required to qualify as a business.
When analysing the transaction, the following elements are relevant:
(i) Inputs: Shares in vessel owning companies, charter arrangements, outsourcing arrangements with a management company, and relationships with a shipping broker.
(ii) Processes: Activities regarding chartering and operating the vessels, financing the business, purchase and sales of vessels.
(iii) Outputs: Ceemone would generate revenue from charter agreements and has the ability to gain economic benefit from the vessels.
IFRS 3 states that whether a seller operated a set of assets and activities as a business or intends to operate it as a business is not relevant in evaluating whether it is a business. It is not relevant therefore that some activities were outsourced as Ceemone could chose to conduct and manage the integrated set of assets and activities as a business. As a result, the acquisition included all the elements which constitute a business, in accordance with IFRS 3.
IFRS 10 Consolidated Financial Statements sets out the situation where an investor controls an investee. This is the case, if and only if, the investor has all of the following elements:
(i) power over the investee, that is, the investor has existing rights which give it the ability to direct the relevant activities (the activities which significantly affect the investee’s returns);
(ii) exposure, or rights, to variable returns from its involvement with the investee;
(iii) the ability to use its power over the investee to affect the amount of the investor’s returns.
Where a party has all three elements, then it is a parent; where at least one element is missing, then it is not. In every case, IFRS 10 looks to the substance of the arrangement and not just to its legal form. Each situation needs to be assessed individually. The question arises in this case as to whether the entities created are subsidiaries of the bank. The bank is likely to have power over the investee, may be exposed to variable returns and certainly may have the power to affect the amount of the returns. Thus the bank is likely to have a measure of control but the extent will depend on the constitution of the entity.
(b) Kayte’s calculation of the residual value of the vessels with a 10-year useful life is unacceptable under IAS 16 Property, Plant and Equipment because estimating residual value based on acquisition cost does not comply with the requirements of IAS 16. Kayte should prepare a new model to determine residual value which would take account of broker valuations at the end of each reporting period and which would produce zero depreciation charge when estimated residual value was higher than the carrying amount.
IAS 16 paragraph 6 defines residual value as the estimated amount which an entity would currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the asset were already at the age and in the condition expected at the end of its useful life.
IAS 16 requires the residual value to be reviewed at least at the end of each financial year end with the depreciable amount of an asset allocated on a systematic basis over its useful life. IAS 16 specifies that the depreciable amount of an asset is determined after deducting its residual value.
Kayte’s original model implied that the residual value was constant for the vessel’s entire useful life. The residual value has to be adjusted especially when an expected sale approaches, and the residual value has to come closer to disposal proceeds minus disposal costs at the end of the useful life. IAS 16 says that in cases when the residual value is greater than the asset’s carrying amount, the depreciation charge is zero unless and until its residual value subsequently decreases to an amount below the asset’s carrying amount. The residual value should be the value at the reporting date as if the vessel were already of the age and in the condition expected at the end of its useful life. An increase in the expected residual value of an asset because of past events will affect the depreciable amount, while expectation of future changes in residual value other than the effects of expected wear and tear will not. There is no guidance in IAS 16 on how to estimate residual value when the useful life is considered to be shorter than the economic life. Undesirable volatility is not a convincing argument to support the accounting treatment, and broker valuations could be a useful starting point to estimate residual value.
As regards the vessels which are kept for the whole of their economic life, a residual value based upon the scrap value of steel is acceptable. Therefore the vessels should be depreciated based upon the cost less the scrap value of steel over the 30-year period. The engine need not be componentised as it will have the same 30-year life if maintained every 10 years. It is likely that the cost of major planned maintenance will increase over the life of a vessel due to inflation and the age of the vessel. This additional cost will be capitalised when incurred and therefore the depreciation charge on these components may be greater in the later stages of a vessel’s life.
When major planned maintenance work is to be undertaken, the cost should be capitalised. The engine overhaul will be capitalised as a new asset which will then be depreciated over the 10-year period to the next overhaul. The depreciation of the original capitalised amount will typically be calculated such that it had a net book value of nil when the overhaul is undertaken.
This is not the case with one vessel, because work was required earlier than expected. In this case, any remaining net book value of the old engine and overhaul cost should be expensed immediately.
The initial carve out of components should include all major maintenance events which are likely to occur over the economic life of the vessel. Sometimes, it may subsequently be found that the initial allocation was insufficiently detailed, in that not all components were identified. This is the case with the funnels. In this situation it is necessary to determine what the net book value of the component would currently be had it been initially identified. This will sometimes require the initial cost to be determined by reference to the replacement cost and the associated accumulated depreciation charge determined using the rate used for the vessel. This is likely to leave a significant net book value in the component being replaced, which will need to be written off at the time the replacement is capitalised.