Comments, comments, comments

They all came in a flood at the last minute. Comment letters to the proposed new lease accounting standard were due September 13; while a few are trickling in late (including from such major companies as General Electric and Société Générale), the final count will probably end up being very close to the current number of 579. That's substantially less than the 786 that were submitted in response to the first exposure draft, but it'll still mean a lot of slogging for the staff to read through them all and pull out both common themes and specific comments and ideas.

My comment letter is number 439.

Almost nobody, from those I've read, likes the proposal as written. However, the parts that concern them vary, and in many cases the proposed solutions are contradictory to each other. A major common theme is that the proposal is too complex and expensive to implement. Another major theme is that the proposal is conceptually flawed, and that the accounting (particularly Type B lessee accounting) is being driven to accomplish a particular result, rather than because it is consistent with general accounting principles.

A number of companies are asking for extended time to implement if the proposal is approved as a final standard--I've seen requests for as much as five years. That seems unlikely, but the number of companies saying that two years is not enough may well force the boards to go more slowly, suggesting that implementation, even without major changes, may wait for 2018. And the chance for major changes is seeming significant.

Summary of Revised Exposure Draft

Well, my plans for a step by step review of the Revised Exposure Draft were overrun by life this summer. A variety of events left me with little time for blogging. We're now just two days away from the end of the comment period, so I'm going to post a summary that is basically what we've provided to users of our EZ13 Lease Accounting software.

As we’ve mentioned in the past, the FASB & IASB are working on a joint project to revise the lease accounting standard. You may remember that they released an exposure draft in 2010. That draft received a great deal of criticism, and over the last three years, the boards have reviewed and altered a number of their proposals.

In May, the boards released a Revised Exposure Draft (RED). The text, including the actual proposed standard as well as implementation guidance, background, and alternative views from board members who weren’t happy with the result, is available both on the FASB and IASB web sites. While the text is virtually the same between the two boards (they worked hard to maintain “convergence”), it is formatted very differently: The FASB text is structured according to the new Accounting Standards Codification methodology, with insertions to various topics in the ASC structure. The entire RED is proposed as a new Topic 842 (the existing lease accounting standard is Topic 840). The IASB text looks more like the existing IAS 17 or FAS 13.

Quick summary
·         All lessee leases (except those with a maximum term of 12 months or less) will be capitalized.
·         Most equipment leases will be accounted for similarly to existing capital leases.
·         Most property leases will be reported with the asset and obligation equal throughout the life of the lease, and a single lease expense that is normally straight line over the life of the lease.
·         Lessors will account for most equipment leases by recognizing receivable and residual assets, and most property leases similarly to current operating lease accounting.
·         Options will be recognized in the lease term if there is a “significant economic incentive” to exercise.
·         Contingent rent is recognized in the capitalized rents only if based on an index or rate, and without any projection of future changes.
·         The new standard will (absent further delays) likely take effect in 2017, with a restatement for existing leases required back to 2015.
Overview

The fundamental concept of the new approach to lease accounting is that any lease represents an incurrence of assets and obligations, reflecting the transfer of an asset and a promise to pay rent. Rather than capitalizing a lease only if it reaches the high threshold of transferring “substantially all the risks and benefits of ownership,” now an asset and obligation are to be recognized that represents the portion of the underlying asset used during the lease, using the concept of “right of use.” The value is based on the present value of the rents, as is the case for current capital leases.

This fundamental concept has not changed from the original draft to the RED. However, there has been a major change in the determination of what rents need to be included. The original draft called for including an estimate of all contingent rents (those rents whose amount is not known in advance, such as changes for CPI, percent of sales, usage charges, and the like), as well as including any option periods that were judged “more likely than not” to be exercised. Incredibly, preparers were supposed to estimate future changes in CPI or interest rates and factor that into the contingent rent calculation. Thus, crystal ball prognostications for decades were to be placed on the books.

Both of these requirements received severe criticism, and the boards pulled back substantially. Now, contingent rents (now called “variable lease payments”) need to be included only when based on an index or rate, valued at the current level, or when they are “in-substance fixed payments,” that is, the variability is more artifice than reality. Other variable payments, such as percent of sales or excess usage, are to be expensed when incurred, as is the current standard. Options are now to be included when there is “a significant economic incentive” to exercise the option. Guaranteed residuals are only recognized to the extent that they are expected to be incurred.

To reduce the burden of insignificant leases, any lease with a maximum lease term of 12 months or less, including renewal options, may be expensed as incurred, like a current operating lease. There is some uncertainty about how month-to-month leases would be treated under this provision; probably if both lessee and lessor have the right to terminate the lease at any time without penalty, it would be considered a short-term lease, but if the lessor guarantees renewability at a specific price for more than 12 months, that would probably need to be treated as a regular, not short-term, lease, and determining an appropriate lease term for which a “significant economic incentive” to renew exists would be a judgment call for management and auditors to make.

For lessees, any lease above 12 months must be capitalized. An asset and liability are placed on the balance sheet, based on the present value of the rents. The present value is preferably calculated using the interest “rate the lessor charges the lessee.” This is typically the implicit interest rate, but could also be a property yield value. If unknown, the lessee is to use its incremental borrowing rate, as currently.

While all leases (except short-term) are capitalized, leases are still classified. Using the non-descriptive names of “Type A” and “Type B,” the boards separate those that are more like a purchase in that most or all of the value of the underlying asset is consumed during the term of the lease, from those that are more like a rental. If you think you hear an echo of the current capital vs. operating test, you’re right. However, the dividing line has changed, as have the implications.

The boards effectively start with the assumption that equipment leases should be presumed to be like a purchase and property leases should be presumed to be rentals. Only leases whose terms clearly contradict the presumption get the opposite treatment. Therefore, an equipment (formally, “not property”) lease is Type A unless the lease term is for an “insignificant part of the total economic life of the underlying asset,” or the present value of the rents “is insignificant relative to the fair value.” Conversely, a property lease would be presumed Type B unless the lease term is “for the major part of the remaining economic life” or the present value “accounts for substantially all of the fair value.” The terms insignificant, major part, and substantially all are not defined, and are intended to be judgment calls, not arbitrary lines like the 90% test in FAS 13.

A Type A lease is accounted for largely the same as an existing capital lease, with the asset depreciated straight-line and the liability amortized using the interest method, which results in more interest expense in the early months/years of the lease than at the end. A Type B lease reports a single lease expense number which is intended to combine interest and depreciation; the liability is amortized using the interest method, and the asset is effectively depreciated by whatever number is needed to make the single lease expense equal over the life of the lease.

For lessors, the dividing line is the same, but accounting treatment is different: Type A leases result in the underlying asset being replaced on the books with a receivable and residual. The residual is booked at its present value, and is accreted over the life of the lease. (In FAS 13, it is shown undiscounted, though it is present valued to calculate the receivable and income.) Type B leased assets remain on the owned assets books and the lease is treated like an existing operating lease. Leveraged lease accounting is eliminated (with no grandfathering); sales-type leases divide profit recognition between the start and end of the lease according to the value of the receivable and residual.

Initial direct costs are added to the asset and amortized over the life of the lease (for both lessees and lessors). Lessees previously expensed initial direct costs.

Sale-leaseback accounting is now permitted only if the sale can be recognized under the new Revenue Recognition standard (which is also currently in draft form). In particular, if the seller-lessee (now called “transferor”) has the ability to obtain substantially all of the remaining benefits of the asset, sale-leaseback accounting is prohibited, and the transaction is accounted for as a financing.

Subleases are treated pretty much identically to lessor leases, though they are to be reported separately.

Revisions for variable lease payments: Under FAS 13, contingent rent payments are always expensed when incurred, and don’t affect the calculations of asset, obligation, and future minimum rents. Under the proposal, an adjustment is required annually when there are variable lease payments based on an index or rate, such as CPI or LIBOR. The recalculation is based on assuming the new index or rate to the end of the lease. So, for instance, if a real estate of 20 years calls for CPI changes each year, then at the end of the first year, the rent for years 2-20 would be recalculated based on the new CPI level (not assuming any future inflation).

Reporting: Type A & B leases are reported separately, with assets and liabilities in the Statement of Financial Position (balance sheet). They can be merged with other assets, but if so, the detail must be reported in footnotes. On the Statement of Comprehensive Income, Type A leases show interest expense and asset amortization separately; Type B leases show a single lease expense combining the two components. On the Statement of Cash Flows, Type A leases list repayment of principal as a financing activity and interest payments as an operating activity. Type B leases show their rental payments as an operating activity, which is also how variable payments and short-term lease rents are shown.

Disclosure (that is, footnotes to financial statements) must now include a reconciliation of opening and closing balances of the lease liability for Type A and Type B leases (separately). Private companies may choose to skip this disclosure. The future minimum rent disclosure is now by year for at least 5 years (the current standard), and can continue by year for a longer period if judged useful, before grouping remaining years.

Additional descriptive and quantitative disclosure about the nature of leasing activity, variable lease payments, options, residual value guarantees, and judgments used in lease accounting, are all required but not detailed here.

Transition: Current capital leases will transition to the new system essentially unchanged, for both lessees and lessors (except leveraged lessor leases, which must be restated from inception). If a lease is later substantively modified, the lease must be treated as a new lease using the provisions of the new standard.

Current operating leases will need to be restated back two years from the effective date (the application date), so that comparative financial statements in the annual report will be prepared consistently. The lease liability will be the present value of the remaining rents, using the incremental borrowing rate at the effective date. For a Type A lease, the asset is calculated by extrapolating the liability back to inception, then taking the fraction for the remaining life of the lease. For a Type B lease, the asset is equal to the liability. In either case, the asset is adjusted by any deferred rent liability or asset due to previously recognized rent leveling. (Any leases that expire between the application date and the effective date do not need to be restated.)

For lessors, current operating leases that become Type A leases must be replaced with a receivable and residual, with the underlying asset derecognized. The residual is based on the value known at the effective date. Type B leases transition unchanged.

Timing: The RED was released on May 16. The comment period is open until September 13 (to be submitted at http://www.fasb.org/jsp/FASB/Page/SectionPage&cid=1175801893139 or by emailing director@fasb.org using File Reference No. 2013-270). The boards have included 12 questions in the RED that they particularly would like respondents to address. After comments close, one can expect a month or two for the staff to compile responses, followed by several months for the boards to review contentious topics and confirm or revise the current proposal.

A date has not been announced for implementation. However, the general expectation at this point, if the current draft is accepted without major revisions that would require another exposure draft, is that the new standard would be released in 2014, with implementation required in 2017. In the U.S., where companies normally report two prior years of comparables in their annual reports, that would mean leases would be restated effective 2015. During 2015 and 2016, one could expect companies to be internally tracking their leases both ways.

Alternative views
The RED was approved by the FASB by a bare 4-3 vote (the IASB voted in favor 12-2).  The biggest complaint of those who voted against the proposal is the two types of leases, which they consider to result in excessive complexity. The two models are meant to provide for the varying business reasons for leasing, and in particular the fact that lessees of real estate leases are very opposed to the front-loaded nature of expense recognition with current capital lease accounting (since interest on a loan is greater at the beginning of the term). However, the dissenters question the conceptual basis of the Type B methodology as well as the potential for structuring and the inherent complexity of having two forms of leases. Some commented that different users of financial statements want to view lease information in different ways, and that it would be better to provide a single lease methodology with more disclosure which would allow users to make their own adjustments as desired.

Some outside comments have focused on the fact that leases can be terminated in bankruptcy, and conclude that they therefore don’t have the same significance as other debts, and should be reported distinctly. The boards are taking the position that financial statements are intended to represent a going concern, and that adjusting reporting for bankruptcy provisions would open up more issues in other areas.

How FCS will help you meet the new standard
We have been meeting the requirements of lease accounting for over 35 years (FCS slightly predates the announcement of FAS 13, first founded to meet the earlier requirements of ASR 147). We are committed to making the transition to the new standard, and assisting you in that process. We are mapping out the best way to do the transition to the new requirements with a minimum of inconvenience. In some cases, new information will need to be entered for leases, particularly to handle CPI-based and other variable lease payments. We plan to have EZ13 ready to meet the new standard well in advance of its effective date, at no charge for all users with a current support contract. Right now, you can create reports capitalizing operating leases in Type A form, selected from the Special Options window of reports setup; Type B accounting will be developed in the near future, assuming it remains in the standard.