Thursday, December 30, 2010

The flood of comment letters

As of today, 697 comment letters have been posted responding to the exposure draft on Lease Accounting. The IASB has decided that they couldn't host all the comment letters; instead, you need to go to the FASB's web site to view those numbered 248 and higher (letters 1-247 are available on both sites). Some of the letters were received after the deadline, but have still been accepted.

There are far too many comment letters for me to review them all. But I think it's fair to say that the overwhelming majority object to including renewal options in the calculated lease term using the "more likely than not to be renewed" criterion, and to including most contingent rents in the capitalized rent stream. Many respondents are concerned about the cost of initial and ongoing implementation of the new standard (particularly if lease term and contingent rents need to be estimated and capitalized); many also think the new proposed methodology is inconsistent with their business models. Many are also concerned about the impact of reclassifying rent expense into amortization and interest expense, since the new classification moves the cost out of EBITDA (earnings before interest, taxes, depreciation, and amortization), which is an important metric for many companies. Other concerns expressed include the timing of expense recognition (front-loaded under the new model, as opposed to level under current operating lease accounting), potential for violation of debt covenants because companies will be reporting more debt, difficulty of getting expense reimbursements on cost-based contracts, and volatility of earnings (if the lease term & contingent rent proposals are maintained).

The lessor accounting proposal has varied reactions. Some agree with the proposal. Others think derecognition should be used for all lessor leases. One common complaint about the performance obligation approach is that it leads to double-counting (or even triple-counting) of assets: the lessor maintains the original asset on the books, sets up a lease receivable (another asset), and the lessee recognizes an asset for the right-of-use as well. The impact of double-counting for the lessor is mitigated by the proposal to report PO leases net (receivable minus PO), but it still seems conceptually strange to many people. It is also noted that the PO approach does not mirror lessee accounting.

The volume and vehemence of disagreement raises the bar, in my opinion, on review by the boards. We'll see what comes in the next few months.

Tuesday, December 14, 2010

More comment letters and other discussion

Comment letters on the proposed new lease accounting standard continue to come in to the boards. Tomorrow (Dec. 15) is the official deadline to submit a comment (though for the preliminary views document, they did continue to accept and post letters received later). Surprisingly, only a handful of letters have been posted since late last week. I have to think that reflects delays, not actual numbers of letters. As I write this, the count of letters posted is 114.

Few if any of the letters agree completely with the boards, and many vehemently oppose some or many of the provisions, on conceptual grounds (such as arguing that unexercised options are not liabilities), on practical grounds (complying will be burdensome for little perceived benefit), and for their implications (loan covenants will be breached, cost recovery contracts that are based on operating leases will be invalidated, etc.). Several are calling for delaying release until the standard can be thoroughly reviewed and reworked, particularly on the lessor side; others are calling for a lengthy implementation period (up to 5 years).

There are so many different objections it'll be a major task for the boards' staff to organize them, not to mention for the boards to consider them. A number of complaints refer to the impact on very specific situations of individual industries ("wet" vs. "dry" leases of planes and ships, for instance, meaning leases that do or don't include personnel to operate the vehicle). Many complain that the proposed standard will harm their business model; numerous letters suggest that the current economic downturn will be further extended because of it.

Asset Finance International reports that at a Nov. 5 meeting in London between lessors and members of the IASB, an IASB member stated that the boards weren't open to reconsidering the capitalization of lessee leases, but that they were willing to reconsider how to measure the asset, including the question of options and contingent rents.

The boards have indicated that they will consider carefully comments and suggestions made at the roundtable discussions scheduled for both in London & Hong Kong later this month and early January in the U.S. I will be participating in the afternoon session on Jan. 6, 2011, in Norwalk, CT (the FASB's headquarters).

Tuesday, November 30, 2010

Our comment letter posted

The count of comment letters on the lease accounting standard is now up to 60, with a little more than two weeks to go. Our comment letter is #58.

Monday, November 22, 2010

Comment letters coming in

The lease accounting exposure draft has already received 45 comment letters, with almost a month to go until the deadline (Dec. 15). By comparison, the March 2009 discussion paper had received just 5 comment letters a month before its deadline. Since the DP got 302 responses, one can fairly expect a considerably larger number of responses to the ED. I don't know an easy way to compare with responses to other EDs, but I think it's fair to guess that this will be one of the more heavily commented on.

All or almost all letters from companies that will need to comply, and many of those from independent accountants, disagree with the proposal to capitalize renewal options and contingent rentals (unless the contingent rentals are disguised minimum lease payments). They make three basic arguments: options that haven't been exercised don't meet the conceptual definition of a liability, the estimates will be highly subjective guesswork, and the burden of complying will be onerous (for questionable benefit).

Some companies argue for keeping operating lease accounting, saying that it better matches expenses to benefits (capitalization results in more expense in the early years of a lease, less at the end, due to the interest method of amortizing the liability).

A number of lessors (and some users of statements) dislike the performance obligation approach, because it is asymmetrical with lessee accounting, it double-counts assets (though the ED calls for the final presentation in the financial statements to be net), and they're concerned that the dividing line between performance obligation and derecognition will be arbitrary. Most would prefer derecognition for all lessor leases, except for short-term leases. I haven't seen any deal with the issue of a re-leased asset that has been fully derecognized.

Will the boards bend to the complaints?

It's not too late for you to add your own voice. Anyone is welcome to submit a letter (see details on how in my earlier post). Current letters include official national bodies, companies from all over the world, individual accountants, accounting students, and a few random people seemingly just speaking for themselves. We'll submit a letter in the next couple of weeks.

Friday, October 29, 2010

Notes from yesterday's FASB webcast

As previously mentioned, the FASB yesterday offered a one-hour webcast reviewing the proposed new lease accounting standard, for which the Exposure Draft was released in August. The webcast is now available for viewing if you weren't able to view it live (free registration required).

The webcast included both a basic description of the new methodology proposed, and intermittent commentary by Larry Smith, a FASB board member, regarding why particular decisions were made.

On requiring capitalization of options to renew, Mr. Smith said, "The boards wanted to ensure that entities would not structure a one-year lease with additional one-year options to renew with the full intent of a 15-year lease. We wanted to ensure that the lease amounts recorded reflected the true substance of the lease and therefore reflected the likely lease term, which we acknowledge impacts many aspects due to the discounting required. "

Similarly, for contingent rents: "We were concerned with entities in an extreme example having a fixed rent payment of $1, then various contingent and other variable payments which make the monthly expense closer to a million. We wanted to lay out a principle that would capture all expected lease payments to ensure that amounts recorded associated with leases were transparent and inclusive of all lease payments expected."

Obviously the boards are haunted by the structuring that has been common in leasing under FAS 13 (and IAS 17), and are doing everything they can to prevent something like that from happening again. But Mr. Smith says they're open to alternative ways of dealing with the situation; they recognize that they've chosen a method that's complex to implement.

They included preliminary feedback: They feel generally there is agreement with the right-of-use model, but concern about the complexity of contingent rents & determining the lease term, the income statement impact (rather than equal expenses over the life of the lease, depreciation plus interest gives front-end-loaded expenses), differentiating leases from services (and separating service components), applying performance obligation vs. derecognition for lessors, cost/benefit, and doing the transition.

They took questions from viewers of the webcast and answered some. Highlights:

* The boards plan to provide more guidance on distinguishing a service from a lease (and distinct services). They recognize that it will be more significant than it is under FAS 13.
* The FASB plans to consider whether investment property should be accounted for at fair value, as IAS 40 provides (either as an option or mandatory).
* Driving the project is a desire to provide better comparability (eliminating the bright lines between capital and operating leases) and more information to users, who they feel are already attempting to calculate balance sheet impacts on operating leases with limited information.
* While the initial focus was on lessees, they recognized a need to be consistent both between lessees and lessors, and between leasing and the concurrent revenue recognition.
* Mr. Smith: "If we did not provide for including an estimate of contingent rents, leases might be structured very differently to come up with an outcome that would record the minimum asset and liability, and we didn't want to provide those structuring opportunities."
* It is recognized that lessees and lessors will come up with different estimates of lease term, contingent rent, and the like. The lessee most often will probably have better information.

The IASB is also having a webcast, this coming Monday (Nov. 1), at 10 AM and 3 PM GMT. More information is available at the IASB website.

Tuesday, October 19, 2010

Investors' opportunity to comment

In September, the FASB & IASB invited lessees and lessors to fill out a survey about their leasing activities and how the proposed new lease standard might affect them. Now users of financial statements (investors, lenders, etc.) are given their own opportunity to comment through a survey. You may respond to the 25 questions any time between now and December 15 (which is also when comment letters on the Exposure Draft are due). No prior knowledge of the ED is assumed; summaries of major points are provided, with users asked whether they favor or oppose the decisions made.

FASB webcast discussion Oct. 28

The FASB will be holding a webcast to discuss the proposed new lease accounting standard on Thursday, Oct. 28, 11 AM to noon Eastern time. The webcast will both review the Exposure Draft and discuss initial reactions that the boards have gained from outreach activities that they have recently undertaken.

Anyone may register for free either to watch the webcast live, or to view it from archive after the fact.

Monday, October 11, 2010

What happened to executory costs?

Under FAS 13 accounting, executory costs (expenses such as insurance, taxes, and maintenance) that are billed by the lessor to the lessee are separated out from other rent before a capital lease's rent stream is capitalized. The proposed new standard calls for separating "service components" from the rest of the rent, if they are "distinct" (see exposure draft paragraphs 6 and B5-B8).

It's not clear, though, that "service components" aligns precisely with the old concept of "executory costs." While no doubt maintenance charges would qualify under each term, and probably insurance, what about taxes? Taxes aren't really a service (while one hopes that one gets services for taxes paid, the link is not direct, and failure to receive services is not a justification for not paying). Will this be clarified in the final standard?

Overview of exposure draft

While I've discussed the individual decisions on the lease accounting exposure draft over the last several months as they've been made, it's appropriate to review the proposal in its entirety. I've posted such a review on the FCS web site. I invite you to look there for a summary of the whole proposal.

Tuesday, September 7, 2010

Putting your 2 cents in

The FASB & IASB are inviting all lessees and all lessors to fill out an online survey asking about your leasing activity. The lessee survey is available here; the lessor survey is here. This is not the same thing as submitting a comment letter on the Exposure Draft (for details on submitting that, see my prior blog post). This survey does not require any knowledge of the Exposure Draft, and only limited knowledge of lease accounting in general, for that matter. It's available through the end of September 2010.

I went through the lessee version of the survey. The boards estimate 20 minutes to fill out the survey, but most people can probably fill it out more quickly than that. The survey asks about your volume and type of leasing activity, including what percentage of your leases are operating (within ranges). It asks whether you have leases with options to renew/extend or to purchase, and leases with contingent rents; for each, it asks whether you have few or many such leases, the reason(s) your leases have such features, and whether you currently reassess them after the lease starts.

It asks if you're familiar with the new lease accounting proposals, and you easy you expect it to be to determine contingent rentals, contracts that are leases, expected lease term, incremental borrowing rate, and distinct services, and to provide required disclosures. At the end of the survey, there is space for comments, and an option to make yourself available for a fieldwork project, which entails a “limited conversion of financial information in line with the proposals, and presenting those in workshops with the boards.”

This survey provides a way for the boards to get a large number of lessees and lessors to provide information about their current leasing activity and what the impact of the proposed standard might be. The more people respond, the better the information is for them to work on. So if your company has leases, either as lessee or as lessor (or both), please consider taking a short bit of time to fill out the survey. Presumably the results will be released at a future date, to be part of the boards' deliberations after the Exposure Draft comment period ends on Dec. 15, 2010.

Wednesday, September 1, 2010

Does the new leasing standard already apply?

The Exposure Draft of the proposed new lease accounting standard doesn't state the date that financial reporting will need to be prepared in accordance with the new standard. That date remains to be determined, and in the Basis for Conclusions, the boards say that they plan to consider the entire group of new standards for collective application (the FASB reports at least 14 active convergence projects with the IASB). In an online webinar, a staff member said that the boards recognize that a substantial amount of time will be needed for implementation. Discussion I've heard indicates that it wouldn't be before 2013.

The twist, however, is that paragraph 88 of the Exposure Draft states, "the date of initial application is the beginning of the first comparative period presented in the first financial statements in which the entity applies this guidance." All companies as far as I know report at least one prior year for comparison; some report multiple years. So if the standard applies to 2013 annual reports, and you report one prior year for comparison, your date of initial application (i.e., the date as of which you have to capitalize operating leases and renewal options) would be 1/1/2012. If you report three prior years for comparison, you may already be past the date of initial application of the new standard.

Thursday, August 26, 2010

It's going to be BIG

What will the impact be of capitalizing operating leases, with option periods included? For many retail chains, the tally is literally going to be in the billions of dollars. We've done an analysis for one chain whose liability for capitalized leases will be larger than their entire present current and long-term liabilities (and several times their shareholder equity). The effect of putting an equal amount of assets and liabilities of that magnitude on the balance sheet will be a substantial increase in reported leverage and decrease in important financial ratios. This has important implications for loan covenants and other financial requirements.

It should also be noted that previously reported estimates of the impact of the new standard (such as Georgia Tech's study last year) are likely substantially understated, because they were based on the reported future rent commitments of companies. But those reported commitments exclude most renewal options, which now will have to be included in whole or in part. Many retail store leases have an initial term of 20 years, but then renewal options for as many as 40 more years. Under the new "expected payments" requirement, future rents reported may be double or more what is currently reported, with a commensurate increase in assets & liabilities.

Our EZ13 Lease Accounting software permits you to enter your operating leases for current reporting, but capitalize their remaining rents at a cutover date you specify for pro-forma reports in keeping with the exposure draft of the new lease accounting standard.

Wednesday, August 25, 2010

FASB Chairman Herz resigns

The chairman of the FASB, Robert Herz, unexpectedly resigned yesterday, effective October 1. There is concern that his departure, and the simultaneous announcement of the Financial Accounting Foundation, the FASB's parent, that the FASB will be increased from 5 to 7 members (undoing a change in 2008), will delay the projects currently underway, including the lease accounting rewrite. The boards have been pushing hard to complete a large number of convergence projects by the end of June 2011, which incidentally is the end of service for the IASB's chairman, Sir David Tweedie. But will FASB want to make all these major decisions with an incomplete board?

Tuesday, August 17, 2010

Lease Accounting Exposure Draft released

The FASB and IASB have released the Exposure Draft of the proposed new lease accounting standard (FASB topic 840 in the new Accounting Standards Codification). The FASB has made the ED available here. The IASB has posted the ED, an accompanying Basis for Conclusions (which the FASB has bundled with the ED), a Snapshot Summary, and a Press Release.

The comment deadline is December 15, 2010. The FASB invites people to send comments by email to, File Reference No. 1850-100. The IASB asks for submissions on their web page. As with the Preliminary Views document last year, the comment letters sent to both boards will be combined for the boards' review (and it is not necessary to send a comment letter both places).

I will post a review of the ED here in coming days, though there shouldn't be any real surprises; this is just a restatement of the decisions made over the last year, which have been reviewed as they happened in earlier posts on this blog. As with the Preliminary Views document, I expect to review the ED section by section.

Monday, August 16, 2010

Exposure Draft imminent; live webcast discussion August 18

The IASB has scheduled a live webcast on August 18 to present the Exposure Draft of the new lease accounting standard. The webcast will include a Q&A time. They're holding the same event twice, to have it at times that are reasonable in more time zones: 10:30 am & 3:30 pm London time, which is 5:30 am & 10:30 am Eastern Daylight Time in the U.S. You may register for either at the IASB web site. I presume the Exposure Draft itself will be out before the webcast, but I see no sign that it has yet been released.

Friday, July 30, 2010

Final decisions before the Exposure Draft

At the FASB & IASB meetings July 19, 21, and 22, the boards reached the following decisions for the new lease accounting standard:

Scope & sale/leaseback accounting

Previously, the boards had set several criteria that would indicate a transaction should be considered a sale/purchase rather than a lease. These had the effect of converting many currently capital leases into purchases. The boards have now retreated somewhat from that position, by removing two criteria:

1. The contract covers the whole of the expected useful life of the asset.
2. The contract specifies a fixed return to the transferor.

The boards reaffirmed treatment as a purchase/sale if, at the end of the contract, control of the underlying asset and all but a trivial amount of the risks and benefits associated with that asset are transferred to the recipient. This requirement must be met for sale/leaseback accounting to be permitted.

Lessor accounting: performance obligation vs. derecognition

A lessor that retains exposure to significant risks and benefits associated with the underlying asset should apply the performance obligation approach; if no significant exposure remains, the derecognition approach is to be used. The risks and benefits may be during the expected term, or subsequent to the term (such as the expectation of re-leasing or selling the asset). Counterparty credit risk is not to be considered. The assessment is to be made at the beginning of the lease and not subsequently reassessed.

Risks & benefits during the lease term include: significant contingent rentals based on use or performance of the underlying asset, options to extend or terminate, and material nondistinct services provided. Risks & benefits subsequent to the lease contract include: whether the lease term is short in relation to the useful life of the asset, and whether a significant change in the value of the asset is expected (including the effect of .

In deciding which approach to use, a lessor must include third-party residual guarantees in determining whether the lessor is exposed to significant risks and benefits. (It had been suggested that these should be considered as insurance contracts separate from the lease agreement and not affecting the approach decision; this is now discarded.)

Lessor accounting: leases with service components

The boards disagreed. The majority of the FASB thought that nondistinct services should not be bifurcated from the lease component under derecognition. The majority of the IASB took the opposite view, with the service element to be accounted for in accordance with the new revenue recognition standard. The FASB majority thought that if bifurcation was done, the service element should give rise to a receivable and performance obligation. Presumably both approaches will be presented in the upcoming Exposure Draft.

Exposure draft release

The boards plan to release the Exposure Draft of the proposed new lease accounting standard during the week of August 9. This will restate, in the form of a standard, the various decisions that they've made over the last 9 months. Anyone is invited to submit a comment letter for the boards to review. Some decisions clearly remain to be made, since the boards have disagreed on a few issues, and they're trying to reach a converged standard. And everything so far is couched as "tentatively decided," so in theory everything is subject to alteration. Realistically, though, it is unlikely that the broad outlines of the new standard, particularly placing all leases on the balance sheet, will change.

Friday, June 25, 2010

Leases in business acquisitions

Under FAS 13, if a business acquires another business that has capital leases, the lease is re-evaluated. The present value of the rents is the new obligation, while the asset is booked at fair value, which may be a different amount.

The FASB has decided, in a June 23 meeting, that this will no longer be the case. Instead, under the new lease accounting standard, an acquirer will account for the lease as if it were a new lease starting on the day of acquisition, and otherwise account for it as any other lease.

A rare win for simplification as part of the lease accounting revision...

Derecognition over performance obligation (sometimes)

The FASB & IASB, in meetings June 16 & 17, decided to partially pull back from the concept of a performance obligation for lessors in the new lease accounting standard. They have now decided to use that approach (where the original leased assets remains on the lessor's books untouched, and a matching receivable debit and performance obligation credit are set up for the lessor lease, with the receivable amortized using the interest method and the performance obligation amortized straight-line) only for leases "that expose the lessor to significant risks and benefits associated with the underlying asset." In other cases, a derecognition approach is to be used: Once the receivable is calculated for the lessor lease, the owned asset is credited for that amount. The IASB staff commented that this is similar to the current distinction between operating and capital leases (wasn't the goal of the new standard to get away from that?).

The vote was actually split between the boards, with the IASB in favor of this hybrid approach, while a majority of the FASB prefers performance obligations for all leases. However, the FASB Action Alert summary states that "the Boards" decided on the hybrid approach, which suggests that in the interests of convergence, either the IASB has priority or the vote is being tallied in total. I don't know enough about the workings of the convergence project to clarify that.

Other topics covered:

Lessor transition under a derecognition approach

The boards have decided that lessors should recognize a lease receivable at the present value of the remaining lease paymentss, and a residual asset at fair value. The present value is based on the implicit rate at lease inception, but it looks like that includes the residual asset at its current, not original, estimate of future value.

Leases with a service component, lessor derecognition

The boards were unable to come to a conclusion for how to account for leases that include a service component (what is called executory costs under the current leasing standards), when the services and leases are not distinct, for a lessor lease involving derecognition. This will be discussed further in July.

Purchase options

Purchase options are to be accounted for only upon exercise (aside from bargain purchase options, which immediately turn it into an in-substance purchase). This applies to both lessees and lessors.

Retirement of IASB members

Gilbert Gelard, Robert Garnett, and James Leisenring are retiring from the IASB as of June 30. Jim Leisenring has been a particularly forceful voice on the board. He's a former member of the FASB as well, and does not hesitate to make his views known. The impact of the change in personnel remains to be seen.

Friday, June 18, 2010

EZ13 v3.0 released!

FCS is delighted to announce the release of v3.0 of EZ13, our lease accounting software for lessees and lessors. EZ13 has always provided complete FAS-13-compliant accounting for both operating and capital leases. Some of the significant new features include:

* Notice dates: EZ13 can remind you that rents are changing, leases are expiring, or events that you've entered are coming up. You specify how many days before and after the event you want to be notified. When you've dealt with the matter, you can turn off display of that item without deleting the event.
* Multiple contingent rent types: You can now track up to 7 different types of contingent rent, each with their own account numbers for G/L entry. Two types are user-defined, so you can give them the meaning most relevant to your business.

* Purge leases: You may remove from a database leases that have terminated as of a date you specify. Optionally, these leases can be copied to another database.
* Copy leases to new database: You may copy any number of leases to a new database. This can be useful for testing changes to a lease without affecting your production database.

There are a number of other, less significant features, enhancing flexibility and usability. And of course, bug fixes.

More details about the full range of features EZ13 offers are available at

You can download a trial of EZ13 v3.0, either lessee or lessor version, at If you have any questions about how EZ13 can solve your lease accounting needs, please contact me by email or (203) 652-1375.

Friday, May 21, 2010

Performance obligation or derecognition—or both?

The FASB & IASB, at meetings May 18 & 19, revisited one of the fundamental decisions on lessor accounting made last year. As the staff’s agenda paper put it then, “What is the credit?” Setting up a capital lessor lease means setting up a receivable for the rent income stream. That’s a debit on the balance sheet. How should the balancing credit be characterized?

The boards considered two basic approaches. The first, which is the current methodology under FAS 13 and IAS 17, is derecognition: the owned asset is credited (reduced/eliminated). Under present accounting, the entire asset is derecognized, replaced by the receivable. Things get more complicated in the proposed new system, since many leases will be for only part of the value of the underlying asset. Crediting the asset would leave part of the owned asset on the books. More problematic is that multiple leases of a single asset could result in a sum total of receivables that is greater than the original asset value; how is that to be handled?

The solution the boards came up with was to create the concept of a performance obligation, representing the requirement to make the asset available to the lessee. This is a credit entry that is amortized over the life of the lease, based on passage of time or usage of the asset.

There have been rumblings for several months that several members of the boards are uncomfortable with the performance obligation methodology. Recent notes on lessor accounting have included explicit comment that decisions are “under the performance obligation approach.” At this week’s meetings, there was extensive discussion of going back to a derecognition approach, though this would be a “partial derecognition” approach. Described in detail in the agenda papers for the meetings, this means that the owned asset wouldn’t be completely taken off the books (unless the lease is for the entire useful life of the asset). A portion of the asset would be removed and replaced with the receivable.

The boards made decisions on how to account for various aspects of lessor activity under a partial derecognition approach, without committing to such an approach. You can read the full list of decisions in the FASB Action Alert. I’m not going to repeat all of it because it’s not clear if it will actually take effect, and I’d just be restating what they state there.

One significant implication of a partial derecognition approach is that a lessor could recognize a profit at the beginning of the lease (as is currently done with sales-type capital lessor accounting). The boards' prior decisions on lessor accounting with a performance obligation did not permit an up-front recognition of profit; instead, all income is to be recognized in the form of interest over the life of the lease. This has potentially a major impact on the reported profitability of manufacturers who lease their equipment. One can expect that they will lobby hard for a derecognition approach.

Conceptually, a derecognition approach seems to the staff to be more consistent with the lessee right-of-use approach. However, the unguaranteed residual value becomes much more significant in this approach, which can increase complexity.

The boards haven’t concluded which way to go, and significantly, there’s a difference of opinions between the boards. The FASB prefers to stick with the performance obligation methodology; the IASB prefers a hybrid model, using a performance obligation in some cases and derecognition in others. (The FASB Action Alert summary doesn't list the vote, but based on prior activity, I doubt it was unanimous with either board.) They’ve asked their staff to develop proposals to decide when to apply which model. But won’t that inevitably result in structuring opportunities, and similar transactions being accounted for differently? Eliminating that was supposed to be one of the big improvements of a new lease accounting standard. Will the two boards find a way to resolve the disagreement and keep a converged standard?

Stay tuned for more developments next month.

Tuesday, May 18, 2010

April meeting results

The FASB & IASB met again in mid-April for multiple meetings regarding the new lease accounting standard (originally supposed to be a joint meeting in London, the Icelandic volcano forced it to be a videoconference). Lessee topics included sale/leaseback transactions and rent presentation; subleasing was also discussed. Topics for lessors included: performance obligation amortization, impairment, purchase options, and disclosure requirements. Long-term leases of land affect both lessees and lessors.

Sale and leaseback transactions

Under current US GAAP, a sale and leaseback is recognized as such only if it meets criteria specified in FAS 98, which particularly prohibit “continuing involvement” by the seller-lessee in the property other than the leaseback itself. If there is continuing involvement, such as a fixed-price purchase option, nonrecourse financing, or a guaranteed residual, sale/leaseback accounting is prohibited and the transaction must be accounted for as a financing, with the asset remaining on the “seller’s” books.

The boards have decided to tie the definition of a qualifying transaction to their previous decision to account for a lease as a sale of the underlying asset. The relevant definition is “if at the end of the contract control of the underlying asset has been transferred and all but a trivial amount of the risks and benefits associated with the underlying asset have been transferred.” The interesting thing about use of this definition is that in this case, it’s being used to define the sale portion of the transaction, not the lease portion. The impact of the decision should be minimal; that is, generally transactions will get the same treatment (as far as whether they’re treated as sale/leaseback or as financing) under the new standard as the old, but it makes sense to use more consistent definitions within the new standard.

Lessee presentation of total cash rentals paid

Currently, cash rent paid under operating leases is a line item in the income statement; it is not, however, an income statement for capital leases (since the expenses recognized are interest and depreciation). The new standard includes a disclosure with a reconciliation of obligation to pay rentals, along with reporting interest and obligation repayments (separately) in the statement of cash flows; no separate presentation of total rent paid is to be included.


As one might expect, a sublease is treated like a lessor lease by the intermediate party. Assets and liabilities for subleases will be reported gross with a net subtotal, separate from the assets and liabilities related to the head lease (the original lease of the asset that is being subleased).

Long-term leases of land

There had been some discussion of possibly treating long-term leases of land as sales (in some countries, land leases of 99 or even 999 years are common due to cultural or legal barriers to actual transfer of land ownership). The boards decided not to go that route; long-term land leases will be treated like any other lease within the new standard.

Lessor performance obligation amortization

Amortization should be in a systematic and rational manner based on the pattern of use of the underlying asset. This could be passage of time, hours of use or items produced for equipment, etc.

The boards have not decided whether or how to permit revenue recognition at the start of a lease (similar to current sales-type lessor lease accounting), and asked the staff to further analyze the issue.

Lessor accounting for purchase options

Purchase options are to be accounted for the same way as renewal and termination options, using the “more likely than not” criterion for exercise.

Lessor accounting for impairment of assets

The receivable is to be reviewed first for impairment, with an adjustment to both the receivable and the performance obligation and any difference being recorded in profit or loss. The underlying asset is also subject to impairment review; the staffs are to further consider how to apply IFRS 36 and ASC Topic 360, each board’s impairment standard.

Lessor disclosures


The nature of the lease arrangement(s), if leasing is a significant part of the lessor’s business activities
Restrictions placed on leased assets by the leases
Existence and terms of any residual value guarantees
Under IFRS: Information on risks surrounding the receivable (cf. IFRS 7)
Under US GAAP: Information on credit quality, the uncertainty of future cash flows, and how the lessor manages those uncertainties
Notation if simplified short-term lease accounting is being used


Maturity analysis, by year for five years and future years as a lump sum, showing the minimum contractual receivables and total estimated receivable
Maturity analysis, by year for three years and future years as a lump sum, of the satisfaction of performance obligations
Reconciliation between opening and closing balances for the receivable and performance obligation, showing the transactions resulting in increases and decreases
If simplified short-term accounting is being used, the gross amount so recognized

The FASB meeting notes indicate that the boards now anticipate a release of the exposure draft in August 2010, rather than the previously planned June. Obviously there’s too much yet to be completed.

This week (May 18 & 19), the boards have scheduled over 7 hours of meeting time to discuss a lessor’s accounting for the performance obligation and the alternative approach of derecognition (i.e., rather than keeping the leased asset on the books and setting up a performance obligation, the lessor would reduce reported owned assets by the amount of the lease receivable).

Thursday, March 25, 2010

Revisiting lessor assets; presentation

A major change in proposed accounting under the new lease accounting standard hits the lessor balance sheet. Under FAS 13 and IAS 17, when a lessor has a capital lease, the underlying asset is removed from the books ("derecognized"), and is replaced with a receivable. For the new standard, the boards agreed (at June, July, and October meetings) to use a "performance obligation" concept; the original asset stays on the books unchanged, a receivable for the rents is set up, and the receivable is balanced by a performance obligation that is amortized over the life of the lease.

While this resolves the problem of a disappearing asset that the lessor still owns, it raises its own complications. One of the most serious is the impact on financial ratios; since a company normally has more assets than liabilities, putting an equal new asset and liability on the balance sheet erodes a company's financial ratio, resulting in the anomaly that a lessor looks like it's in worse financial shape when it successfully leases its assets (which in the real world is a healthy situation).

At the boards' March 23 meeting, they discussed dealing with this through net presentation, showing the performance obligation as a contra asset rather than a liability. However, during the discussion, the strong majority of the IASB expressed a preference to revisit the entire performance obligation concept and possibly jettison it for the old derecognition approach. (The FASB seemed more evenly split, and as this was a physical joint meeting in London, not all the FASB members were present.)

A major concern, however, is the timetable. The boards are trying very hard to keep to releasing an Exposure Draft by June 30, 2010, with a final standard by June 30, 2011. A number of board members felt it would be difficult or impossible to properly flesh out a derecognition model by June 30 to include in the Exposure Draft. One suggestion was to separate lessee and lessor accounting, releasing an Exposure Draft for lessee accounting on time with lessor accounting following a few months later, but before the expiration of the comment period for lessees so that people would have time to review both together and comment accordingly. (Side note: for the first time that I'm aware of, a board member commented on how long it might be until the new standard must be implemented, with a comment of "2, 3, or 4 years later." However, this was an off-the-cuff comment, so I have no idea how much weight to give it.) No decision was reached.

More generally, the March 23 meeting was focused on presentation.

  • Lease assets and obligations are to be reported separately from other assets and obligations in the statement of financial position (balance sheet).
  • Lease amortization and interest expense can be separated from other amortization and interest expense either in the primary financials or in a footnote disclosure.
  • Obligation and interest payments are to be listed separately in the statement of cash flows, in the financing activities section.
  • The original leased asset, lease receivable, and performance obligation will be reported separately, then combined into a net lease asset or liability.
  • Lease income and expense will be presented separately from other income and expense items. The FASB wants to combine these into a net lease income or expense; the IASB did not concur, which makes for a rare point of divergence in opinions. (Presumably a converged final standard will be reached after Exposure Draft comments are reviewed, as the boards have made a clear priority of having a converged standard.)

Tuesday, March 23, 2010

Service components/Executory costs; March 22 meeting

At the March 22 joint FASB/IASB board meeting (videoconference viewable here; background materials available here), the boards tackled leases that include a service component. This is what FAS 13 calls "executory costs"; the amounts are part of the future minimum rent commitments, but are excluded from capitalization, as they are considered a service contract that is simply expensed without a balance sheet impact. For operating leases, however, they were pretty unimportant to distinguish from other rent.

The boards agreed to keep the concept of separate service (executory) and lease components of the rent, with the service component not counted as part of the obligation/receivable but simply treated as an expense.

Both lessee and lessor need to evaluate whether the payments can be allocated in this way, in keeping with requirements of the Revenue Recognition project simultaneously underway. If the service component is not considered "distinct" from the lease component, they are not to be separated. Services would be considered distinct if, for example, they are available independently of the lessor, or the lessor sells them outside of leasing transactions.

If an entity is unable to determine an allocation between service and lease components, the entire rent is treated as lease. Since treating it as a service will generally be preferable financially, there's an incentive to get the numbers right.

If the total rents later change for a lease that has service and lease components, the entity should try to apportion the changes between the components. If unable to do so, they should divide the change in rents pro rata between the two components.

The new rules will apply immediately with the application of the new standard. For capital leases, it should be a non-issue; operating leases, however, will need to be analyzed to determine what portion should be considered service. (It's not clear whether the terminology is to be changed from "executory costs" to "service component.")

Disclosures and more – March 17 boards meeting

The FASB and IASB met again on March 17 (videoconference, viewable here; background materials available here) to continue working through issues related to the new lease accounting standard, still aiming to get out an exposure draft by the end of June 2010. Following are highlights of their decisions:

Lessee disclosure requirements

These are items that need to be reported in the footnotes to an entity’s financial statement, not placed in the primary financials. Both narrative and numerical disclosures will be required:


  • A general description of leasing activities, broken up by nature or function.
  • Statement if simplified short-term lease accounting is being used, with the amounts involved.
  • Statement if sale & leaseback transactions are entered into, along with material terms & conditions, and associated gains or losses.
  • Assumptions and estimates for options, contingent rentals, residual value guarantees, discount rate, and amortization method.
  • “Quantitative and qualitative financial information” to help evaluate uncertain future cash flows, and how the lessee manages those uncertainties.


  • Reconciliation between opening and closing balances for right to use assets and rental obligations (additions, activity, estimate changes, removals, etc.)
  • Maturity analysis of future rent obligations, breaking out contractual minimums and additional estimated payments by year for five years, with a lump sum for remaining amounts.

The reconciliation is a completely new disclosure. The maturity analysis is an unsurprising extension of the current future minimum rent disclosure.

Lessor transitional provisions

  • Like lessees, lessors will recognize the present value of the remaining rents at the implementation date on their balance sheet (as a receivable, matching the lessee’s obligation). The performance obligation will be booked for the same amount.
  • The discount rate for the lease should be the rate the lessor is charging the lessee (which seems to be the same as the implicit interest rate).
  • Under FAS 13, capital leased assets are derecognized. At transition, those assets will be reinstated at depreciated cost (adjusted for impairment, and for revaluation under IFRS).

Measurement at initial recognition

Assets and liabilities are to be calculated as of the inception of the lease, which can be earlier than the start date of the lease (inception is when the agreement is signed, even if possession is taken and rent starts being paid later).

Residual value guarantees – lessor accounting

  • The lessor’s receivable should include guaranteed residuals when they can be measured reliably.
  • Measurement uses an expected outcome technique (i.e., probability-weighted result).
  • The carrying amount should be reassessed each reporting period if new facts or circumstances indicate a material change.
  • Changes would be treated as an adjustment to the receivable and performance obligation just like a contingent rent change.

The boards did additional work on the new standard at their March 22 meeting, to be recapped next on this blog.

Tuesday, February 23, 2010

Booking contingent rent changes and other Feb. 17/18 issues

In current lease accounting, contingent rent (rent that is uncertain at lease inception, such as that based on percentage of sales, inflation, or usage) is not counted to calculate the asset and obligation, and is simply expensed as incurred. At the extreme, this can mean that a lease has no rent commitment at all (if, for instance, a retail store lease is based solely on a percentage of sales, or a copier lease is priced entirely on copies made).

Under the proposed new lease accounting standard, contingent rents must be estimated (using an "expected outcome" probability-weighted approach) and included in the rent stream that is present valued to determine the asset and obligation. However, since contingent rents are by definition uncertain, there will inevitably be adjustments from the estimate to the actual. The question then arises, how should the adjustments be booked? In the Preliminary Views document, the FASB proposed that changes should be recognized in profit or loss, while the IASB recommended adjusting the right-of-use asset.

At a Feb. 17 & 18 joint meeting of the FASB and IASB, the boards agreed on a compromise position for lessees: changes that apply to rent in current or prior reporting periods should be recognized in profit or loss, while changes that apply to future periods (due to updated estimates) should result in an adjustment to the right-of-use asset. The same principle applies to residual value guarantees (throughout the new lease accounting standard, residual guarantees are treated as simply a variety of contingent rent).

For lessors, the decision is essentially the same, except that the dividing line is based on whether or not the associated performance obligation has been "satisfied." The boards will include guidance with the new standard to clarify how to determine when a performance obligation has been satisfied.

In substance purchases

The boards revisited the issue of "in substance purchases," and decided that a contract which is effectively the sale/purchase of the underlying asset should be treated as a sale & purchase, not as a lease. The following criteria are considered generally to be indications of an in substance purchase:
  1. Contracts in which the title of the underlying asset transfers to the lessee automatically
  2. Contracts that include a bargain purchase option, if it is reasonably certain that the options will be exercised
  3. Contracts in which the return that the lessor receives is fixed
  4. Contracts in which it is reasonably certain that the contract will cover the expected useful life of the asset and any risks or benefits associated with the underlying asset retained by the lessor at the end of the contract are expected to be not more than trivial.
It will be noted that #1 & #2 are FAS 13's 7(a) and 7(b) tests for a capital lease, and #4 is more or less a 100% economic life test (i.e., increasing FAS 13's 7(c) test of the lease term as a percentage of the economic life from 75% to 100%). However, #4 recognizes that sometimes at the end of a lease, the asset, even at the end of its useful life, may have remaining benefits or costs--for instance, an airliner has considerable scrap value, or a building could have either structural value or sizable cleanup costs. In such situations, the contract would still be recognized as a lease.

The boards are aware that sometimes land is leased for extremely long periods (hundreds of years). Since land is considered always to have value, even such long leases would still not be considered sales, though the boards asked the staffs to consider possible alternatives for such leases.

So we're back to classifying, even if everything is now on the balance sheet. A substantial number of current capital leases (particularly computer leases with $1 buyout clauses) will now be treated as purchase/sale transactions, not as leases. They are to be excluded from the scope of this standard. What standard will define how they are booked (how to calculate the asset value, etc.)?

Initial direct costs

Initial direct costs are to be added to the right-of-use asset by lessees and depreciated over the life of the lease; lessors add them to the lease receivable and amortize. At the Feb. 17 meeting, the boards clarified that initial direct costs are to be defined as "incremental costs directly attributable to negotiating and arranging a lease." The operative word is "incremental"--general overhead expenses associated with sales and marketing should not be included. Guidance will be included in the standard to illustrate, with the intention to include items such as commissions, legal fees, and employee total compensation for time spent on negotiating a lease, evaluating the lessee/lessor, preparing documents, and closing the transaction.


The boards have decided that existing simple capital/finance leases will be left unchanged if they are "simple" leases, i.e., they have no contingent rent, residual value guarantees, or option periods. For such leases, the accounting treatment is virtually unchanged (except for the possibility of a different interest rate), so it is felt that there is no benefit to requiring a recalculation at the standard implementation date. Other capital leases, however, including combined capital building/operating land leases, must be transitioned to the new standard, which means capitalizing the remaining rents at the implementation date.

Where there are large up-front or deferred "balloon" payments, adjustments will be required to avoid understating or overstating the asset. Up-front payments would be discounted and pro-rated over the life of the lease, while the overstatement from balloon payments would be addressed through impairment review.

Implicit interest rate

The new standard will permit lessees to use the implicit interest rate instead of the incremental borrowing rate if it is readily determinable. Also, the lessor is to use this rate for calculating the lease receivable. However, a new definition of implicit rate is necessary because the old definition was based on the underlying asset's fair value and the minimum lease payments; fair value is essentially being jettisoned for the new standard, and the payments used are much more than the minimum payments. The boards decided to accept as the definition: "the rate that the lessor is charging the lessee." That may sound like a tautology, but the boards will include guidance to help users determine the appropriate rate in different circumstances.

Discussions will continue in March. One item deferred to next month is separating service elements (executory costs) from the regular lease payments.

Friday, February 5, 2010

What's a lease?

The FASB & IASB had a joint meeting on Feb. 2 by videoconference. The topic of discussion was a definition of a lease. They came up with the following definition:

A lease is a contract in which the right to use a specified asset is conveyed, for a period of time, in exchange for consideration.

This definition includes contracts which are outside the scope of the new (and current) lease accounting standard. Notably, the definition is not limited to property, plant, and equipment, but the standard is.

There will be further work on the new standard at the upcoming joint videoconference meetings Feb. 16-18.

Monday, February 1, 2010

Not your father's lease accounting

Enough of the structure of the proposed new lease accounting is set (for presentation in the exposure draft) that it's appropriate to take a step back and look at the larger picture. This rewrite, which brings an end to a 35-year-old lease accounting structure, is not just about putting leases on the balance sheet. More fundamentally, the conceptual basis of reporting has changed radically. There are two conceptual changes, each of which has significant implications.

Under FAS 13, the fundamental concept is that a lease that "transfers substantially all of the benefits and risks of ownership should be accounted for as a" capital lease, representing a sale and purchase transaction, while all other leases are treated as "operating leases, that is, the rental of property." (FASB Current Text section L10 summary) Under the new standard, a right of use is recognized as a lessee asset with a matching rent liability, and a corresponding receivable and performance obligation are recognized as lessor asset and liability; these assets and liabilities are recognized for every lease (subject only to standard materiality limitations, and for lessors, to a scope exclusion for leases of less than 12 months). Off-balance-sheet financing via leasing ceases to exist.

The second conceptual change has not been highlighted as much, but is every bit as significant. FAS 13 is concerned with minimum known lease obligations. A lessee calculates the future rent commitments and the present value of future rents, and from that the asset and obligation on capital leases, based solely on the minimum amount of rent he can be required to pay. Contingent rentals are generally excluded from these numbers (unless based on an index or rate, such as CPI or LIBOR, in which case the future rents are estimated based on the initial rate, and that estimate is never changed), with actual contingent rentals paid simply expensed as incurred. If there are renewal options, they are ignored until exercised unless it is clear at lease inception that the lessee will be economically compelled to exercise them (due to bargain rents, etc.). On the other hand, a guaranteed residual is recognized at the maximum that the lessee can be required to pay, regardless of the likelihood.

The new regime can be described as "the most likely cost of the lease." Contingent rentals of all sorts are to be estimated and included, with the estimate updated each reporting period (i.e., each quarter) if there is a material change. Options are to be included if they are deemed more likely than not to be exercised, based on expectations and past practices as well as economic compulsion. (Once they are actually exercised or not exercised, the lease will of course be updated if the result is different from what was expected.)

What's the result? Many existing capital leases will need to be recalculated under the new regime. Numerous leases will need mid-term adjustments which affect both the balance sheet and the income statement. Some leasing agreements that made a lot of sense under FAS 13 may be inadvisable, and lessees and lessors may face difficult negotiations to revise the agreements to reduce their impact on the parties without disadvantaging either. Prior estimates of the impact of revising FAS 13, based on the minimum lease term and payments, will prove substantially understated for at least some leases (likely to be most affected are real estate leases with multiple lengthy options and percentage of sale contingencies, such as many store leases). As previously noted, some companies face potentially major changes to their income statement and balance sheet due to the new rules. Almost all lessees will face a deterioration of their financial ratios; if an equal amount of asset and liability is added to one's balance sheet, debt and current ratios (for all but the most unhealthy companies) will decline.

What's the benefit? The boards clearly feel that the new methodology more accurately reflects the economic reality of leasing transactions. While they are not deaf to concerns about implementation costs, in most cases they believe those concerns must bow to providing better reporting on the huge volume of leasing (an estimated $1.25 trillion in future lease commitments in the U.S. alone, which doesn't include many of the options that will be included in the new regime). In their view, an airline without airplanes on their balance sheet doesn't reflect economic reality, and neither does a store chain with no stores, that claims all of its lease commitments end in 5 years and shows tiny future rents because percentage sales fees are excluded. In addition, having a common standard for US GAAP and IFRS will be a major step forward for the boards' convergence project to have consistent accounting worldwide.

It goes almost without saying that every company's method of accounting for leases will have to be updated (software, Excel spreadsheets, whatever). Our EZ13 is no exception, and we are currently laying the plans to make the needed changes. While we already permit treating operating leases as capital on a pro-forma basis, that is only a small part of the reporting changes that will be coming. We are committed to releasing an updated version of EZ13 as quickly as possible once the new rules are finalized.

Saturday, January 23, 2010

Jan. 20 FASB/IASB meeting

The FASB and IASB met again on Jan. 20 to continue their review of the new lease accounting standard proposals.

Post-inception measurement of leases with options & contingent rentals
The boards decided that the discount rate for the lease (for both lessees and lessors) should remain the same if the lease term is subsequently changed.
If the contingent rentals change, the discount rate would only change if those rentals are contingent on variable reference interest rates (such as LIBOR).

Short-term leases
The boards decided to provide an optional simplified form of lease accounting for leases with a maximum possible lease term (including all options) of less than 12 months. Discussion noted that this is beyond standard materiality thresholds (such as expensing all purchases or leases below a specific value).
For lessees, the boards decided to permit recognizing the undiscounted remaining rent as the liability and asset. Therefore, no interest would need to be calculated. It will be noted, however, that this will result in a higher liability (and asset) appearing on the balance sheet, so this becomes a potentially costly choice for lessees. However, the interest for a single year would normally be pretty small, so the difference was presumed to be not highly significant.
For lessors, the boards decided to permit treating short-term leases as service contracts, which would not require any recognition of a performance obligation; the receivable would be a simple account receivable.

Investment properties
FAS 13 does not treat properties held for investment differently from other leased assets. IAS 40, however, overrides IAS 17 (the IASB regulation for leases), and permits very different accounting for such leases. The IASB decided to maintain IAS 40 for leased investment properties that are measured at fair value. The FASB asked its staff to prepare an agenda item to consider a similar standard for US GAAP.

Review of additional aspects of lease accounting will continue at a joint February meeting.

Monday, January 18, 2010

A return to classification?

At the January 5 joint meeting of the FASB and IASB, the boards agreed that leases that represent the purchase (by the lessee) or sale (by the lessor) of the underlying asset should be excluded from the scope of the standard and treated as sales. The key concept to be used is that the lease includes transfer of control of the asset, such as through an ownership transfer or bargain purchase option in the lease. While the intent is to parallel the revenue recognition project in this type of transaction, the boards weren’t happy with using the definition of control the staff provided (which comes from the revenue recognition project), considering it not well suited to the characteristics of leases; they directed the staffs to work on a more appropriate definition.

Some of the FASB/IASB staff suggested that leases whose term (including any bargain renewal options) covers the entire useful life should be treated as sale/purchase transactions. This is in essence putting a 100% level on FAS 13’s 7(c) test. There was substantial discussion about this, with no conclusion reached. Some board members felt this ignored the possibility of major costs or benefits associated with an asset even if it is at the end of its useful life (decommissioning costs or scrap values, for instance). But a number of other board members seemed in favor, depending on how things were defined. This will be revisited at a future meeting.

Dec. 18 meeting recap

The FASB & IASB held a joint meeting in London on Dec. 18. (I apologize for the delay in posting information; the end of the year is a hectic time at the office with providing year-end reports for clients.) The primary focus for discussion was contingent rentals and residual value guarantees, which were originally to be discussed in November but carried over when they ran out of time.

Contingent rentals

The boards recognized that this topic was one of the most controversial in the preliminary views document. Broadly, the boards reconfirmed their decision to include estimated future contingent rents in the obligation and asset capitalized for leases. To clarify certain aspects of the estimation process:

  • An expected outcome technique is to be used, but the boards will specify that not every possible scenario must be taken into account in this calculation. (This means that the boards have decided to go with a probability-weighted outcome, rather than the “most likely” approach originally favored by the FASB.)
  • Contingent rentals based on an index or rate would be measured using readily available forward rates. If none exist, the rates at inception of the lease would be used.
  • For lessors, a receivable would be recognized for contingent rentals would be recognized only if the receivable could be measured “reliably,” in keeping with other tentative board decisions on revenue recognition (a project that is happening simultaneously).
  • The obligation/receivable would be reassessed at each reporting date if there is a material change.

The boards could not decide whether the changes in the obligation/receivable should be matched by a change in the right-of-use asset or by a profit/loss entry, and directed the staffs to research the issue further, with plans to revisit the issue at a later date. The staff recommended that the matching entry depend on the type of contingent rent: those that result from the lessee buying more or less of the right of use (such as excess mileage charges on vehicles) would change the asset, while those based on an index or rate, or based on performance (such as percentage of sales) would be recognized in profit/loss.

Residual value guarantees

Guarantees of residual value are to be handled the same way as contingent rentals, as they are simply a specific form of a contingent payment (based on the value received by the lessor for the asset at the end of the lease term). Note that this is a significant difference from current accounting, which requires the entire guarantee to be recognized as a payment to be made; under the new regime, only an estimate of what the lessee is likely to actually pay will be counted.


The boards have decided to exclude from the scope of this standard leases of intangible assets (including software), leases to explore for or use natural resources, and leases of biological assets. “Non-core” assets will not be excluded.

The boards put the issue of excluding short-term leases back to the staff for further review and later decision.

The boards again ran out of discussion time, and so put off to Jan. 5 a discussion of excluding leases which are in-substance purchases/sales.