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1 NCREIF Accounting Technical Update July 2013

2 Disclaimer All information provided is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although h we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act upon such information without appropriate professional advice after a thorough examination of the particular situation. Any similarity between any depiction in this course and any actual event, person or entity is purely coincidental. 2

3 Agenda Recently Issued Accounting Standards Updates Ongoing Standard-Setting Activities IFRS Update FASB/IASB Joint Projects Revenue Recognition Investment Companies Financial Instruments Classification & Measurement FASB Only Projects Consolidation EITF Activities Private Company Council Agenda Leases 3

4 Recently Issued y Accounting Standards Updates

5 ASU , Liquidation Basis of Accounting When to Apply Liquidation Basis of Accounting: An entity should prepare financial statements on the going concern basis unless liquidation is imminent Definition: Imminent A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that (a) the execution of the plan will be blocked by other parties (for example, those with protective rights), and (b) the entity will return from liquidation, or A plan for liquidation is imposed by other forces (for example, involuntary bankruptcy) and the likelihood is remote that the entity will return from liquidation. Scope Exceptions: Investment companies regulated under the SEC s Investment Company Act of 1940 would not be within the scope of the ASU. 5

6 ASU , Liquidation Basis of Accounting Measurement under Liquidation Basis: Assets: Measured at the estimated amount of cash, or other consideration, the entity expect to collect in liquidation; include previously unrecognized items that the entity expects to sell Estimated costs to dispose of assets would be accrued and presented separately. Liabilities Liabilities should be recognized and measured based on the existing requirements of otherwise applicable U.S. GAAP. Entities should not anticipate legal release of the liability. Other Costs and Income Accrue the amounts an entity expects to incur or earn (for example, asset management fees) through the end of its liquidation if and when it has a reasonable basis for estimation At each reporting date Remeasure its assets, liabilities, and the accruals of disposal or other costs or income to reflect the actual or estimated change in value since the previous reporting date. 6

7 ASU , Liquidation Basis of Accounting New Disclosure Requirements: A statement that the financial statements have been prepared using the liquidation basis of accounting, including the facts and circumstances surrounding its adoption. A description of the entity s plan of liquidation that includes how it expects to dispose of its assets and liabilities and the anticipated duration of the plan. The methods and significant assumptions (and any subsequent changes) used to measure assets and liabilities. The type and amount of costs and income accrued. Effective Date and Transition: Effective for periods beginning after December 15, Early adoption will be permitted. Entities using liquidation basis of accounting at effective date required to apply a cumulative-effect adjustment to adjust for any changes needed to comply with the standard (unless the entity is applying liquidation basis guidance from another Topic e.g. terminating employee benefit plans.) 7

8 Ongoing g Standard- Setting Activities IFRS in the U.S.

9 Developments regarding potential U.S. move to IFRS The Commission has consistently promoted the development of a single set of highquality globally accepted accounting standards. I, too, support this goal We reaffirmed our commitment to common global standards by pursuing the financial regulatory reform agenda SEC issued Work Plan to potentially incorporate IFRS into the U.S. Financial Reporting System February 2010 Communique of the Leaders of the G-20 in Los Cabos June 2012 SEC Staff Final Report on IFRS Work Plan July

10 Concerns About Adoption of IFRS Staff expanded its focus beyond the idea of a potential designation of IFRS as issued by the IASB based on the following concerns: Key Concerns Incorporation Approach of Other Jurisdictions Staff Commentary Most jurisdictions rely on some mechanism to incorporate IFRS into their domestic reporting system Endorsement process may allow a jurisdiction to exert more influence over the standard-setting process ( threat of rejection ) Burden of Conversion A majority of issuers expressed concern that moving directly to IFRS would involve significant costs and could result in confusion to investors References to U.S. GAAP U.S. GAAP is embedded throughout laws and regulations, and in a contracts and arrangements 10

11 Next Steps The Staff invited constituents to provide feedback on its final report but did not provide a submission deadline Before any final Commission action, it would be expected that the Staff would develop a proposal for Commission consideration and the Commission would seek additional constituent input Next steps and timing?? 11

12 Ongoing g Standard- Setting Activities FASB / IASB Joint Projects

13 FASB/IASB Joint Standard Setting Activities Active Joint FASB/IASB Projects Q2 13 Q3 13 Q4 13 Revenue Recognition F Investment Companies F Leases C Insurance Contracts E Financial Instruments Classification & Measurement C Financial Instruments Impairment C Financial Instruments Hedging C - Comment Deadline TBD E - Exposure Draft or Proposed ASU F - Final Standard * Target only 13

14 Revenue Recognition FASB / IASB Joint Project

15 Main Steps to Apply the Revenue Recognition Exposure Draft (ED) Model Step 1 Step 2 Identify the contract with a customer Identify the separate performance obligations in the contract Step 3 Step 4 Step 5 Determine the transaction price Allocate the transaction price to the separate performance obligations Recognize revenue when each separate performance obligation is satisfied 15

16 Real estate sales Recognition and measurement principles of the proposed guidance would apply to sales of real estate Derecognize the asset when the counterparty obtains control of the asset Would result in significant changes from current standard, eliminating the specific criteria in existing standards to recognize full profit on sale of real estate, including: Consideration has been exchanged Buyer s initial and continuing investments demonstrate a commitment to pay Entity s receivable is not subject to future subordination Entity does not have substantial continuing involvement with the property 16

17 Example: Buyer s initial investment Company A sells a hotel with a carrying amount of $1.5M for $2M and agrees to manage the property for three years at no additional cost. The market rate for such services is $100K per year. On the date of sale, title to the property has transferred and Company A receives $200K in cash and expects to collect the full amount of the sales price. The $200K does not meet the minimum initial investment requirement under Subtopic Current guidance Apply one of the following methods: Deposit method with no gain on sale until minimum investment test met, or Installment method to recognize a portion of the gain, or Cost recovery method to recognize gain only after costs have been recovered Recognize management fees when sufficient cash has been received Proposed Model Evaluate whether a contract exists (i.e., the parties are committed toward their respective obligations) the contract contains a significant financing component, in which case transaction price incorporates customer credit risk (i.e., receivable at discounted amount) Gain recognized upon transfer of control of the property to the customer Management service revenue is recognized over three-year period as services are rendered 17

18 Example: Seller participation in future profits Company A sells a newly constructed property with a cost of $1.2M to Company B for $2M, with a right to receive 5% of future operating profit from the property p over the next 10 years, without an ongoing g performance obligation. The transaction qualifies for full profit recognition under Subtopic The company can reasonably estimate some portion of the variable consideration that it will be entitled to (e.g. amount that is not subject to significant risk of reversal) in the amount of $50K relating to years 1 and 2. The entity cannot reasonably estimate consideration for years 3 to 10. Current guidance Profit of $800K is recognized on transfer of title to the property Contingent future profits are recognized when they are realized Proposed Model Profit of $850K is recognized when control transfers for the property because variable consideration may be recognized up to the cumulative constraint Contingent future profits are recognized when the relevant cumulative constraint criteria are met 18

19 Real Estate Asset Managers and Advisors Incentive Fees Existing guidance for Incentive Fees - Staff Accounting Bulletin No EITF Topic D-96 - Collectibility is reasonably assured - Recognized when probable (i.e. locked at the end of the relevant performance period) - Incentive fees are recorded upon completion of the measurement period which varies by product Proposed guidance on Variable consideration If the consideration in a contract is variable, an entity shall estimate by consistently using either of the following methods, depending upon which method is a better prediction of the entitled amount: The expected value derived using a probability-weighted estimate; or The most likely amount Consider all information available when making the estimate Update estimate at each reporting date 19

20 Investment Company FASB / IASB Joint Project

21 Investment Companies Criteria An investment company would be an entity that does both: Obtains funds from an investor(s) and provides the investor(s) with professional investment management services; and Commits to its investor(s) that its business purpose and only substantive activities are investing the funds for returns from capital appreciation, investment income, or both An investment company and its affiliates would not obtain, or have the objective of obtaining, returns or benefits from their investments which are either: Other than capital appreciation or investment income; or Not available to other noninvestors or are not normally attributable to ownership interests 21

22 Investment Companies Proposed Typical Characteristics The following typical characteristics would be indicators, but not requirements, that an entity is an investment company: Multiple investments Multiple investors Investors that are not related to the parent entity or the investment manager Ownership interests in the form of equity or partnership interests Fair value management of investments Determination of fair value management of investments includes consideration of how: Performance of investments is evaluated The entity transacts with investors Asset-based fees are calculated 22

23 Real Estate There has been no changes to the Real estate investment trusts (REITs) exclusion from the scope The Board decided not to address issues related to the applicability of investment company accounting for real estate entities and the measurement of real estate investments at this time. As such, the board does not expect that the amendments in this ASU to change practice for real estate entities for which it is industry practice to issue financial statements using the measurement principles in Topic

24 Financial Instrument Classification and Measurement FASB / IASB Joint Project

25 FASB/IASB Financial Instruments Project Timeline Project Phase IASB FASB Classification and measurement Impairment of Financial Assets IFRS 9 issued November Addressed financial assets only Financial Liabilities added to IFRS 9 Oct 2010 ED: Limited Amendments to IFRS 9 issued Q4 2012** ED issued in May 2010 Re-exposure in Q Comment period ends May 15, 2013 Original EDs issued November 2009 (IASB) and May 2010 (FASB) Joint supplementary document issued January 2011 FASB re-exposure document issued; comment period ends April 30, 2013 Hedge accounting General hedge accounting: review draft issued Q3 2012; final standard: Q Liquidity and Interest Rate Disclosures Macro hedge accounting DP: first half of 2013 ED issued in May 2010 DP on IASB general hedge accounting model issued February 2011 Timing of redeliberations and issuance of a final standard are unclear N/A FASB-only project ED published, comment period ended Q Timing of final ASU unclear. ** IASB decided to make limited changes to IFRS 9 (including working with the FASB to try to reduce key differences) 25

26 Classification and Measurement Project Overview May 2010: FASB issued comprehensive ED on financial instruments IASB issued IFRS 9, but decided to make limited amendments FASB and IASB decided to reduce key differences between their classification and measurement models IASB ED on limited amendments to IFRS 9 issued Q (comments due March 28, 2013) FASB issued proposed ASU, Financial Instruments Overall, Recognition and Measurement of Financial Assets and Liabilities (comments due May 15, 2013) 26

27 Measurement Categories Financial assets (based on both their cash flow characteristics and the business model) Amortized cost FV-OCI FV-NI Financial liabilities Amortized cost FV-NI (required for short sales or when the entity s business strategy is to subsequently transact at fair value) Fair value option, with changes attributable to instrument-specific credit risk recognized in OCI and other changes recognized in net income When, by contract, an entire nonrecourse financial liability is required to be settled with only cash flows from related financial assets, an entity would measure the financial liability consistently with the measurement of the related financial assets. 27

28 Ongoing g Standard- Setting Activities FASB-only Projects

29 FASB-only Standard Setting Activities Active FASB Projects Q2 13 Q3 13 Q4 13 Fair Value Measurement Disclosures of Private Company Equity Securities by Employee Benefit Plans Going Concern C E Technical Corrections and Improvements Definition of a Nonpublic Entity Reporting Discontinued Operations C E C Consolidation: Policy and Procedures Transfers and Servicing: Repurchase Agreements and Similar Transactions Not-for-Profit Financial Reporting: Financial Statements F F E Disclosure Framework Accounting for Financial Instruments: Liquidity and Interest Rate Disclosures TBD TBD C - Comment Deadline E - Exposure Draft or Proposed ASU F - Final Standard 29

30 Consolidation Policy and Procedures FASB only Project

31 Proposed Guidance Under the proposed guidance, the following qualitative factors would be evaluated when determining whether a decision maker is a principal or an agent: Rights held by other parties Decision maker s compensation Decision maker s other economic interests 31

32 Summary of the Principal and Agent Indicators Rights Held by Other Parties Indicators of a Principal Decision maker has broad decision making authority Large number of unrelated parties must agree to exercise kick-out, liquidation or participating rights Holders of kick-out, liquidation, or participating rights have a small exposure to the entity s variability Board of directors is not comprised of independent members and/or does not have authority to kick-out or restrict decision maker Indicators of an Agent Third-party holds substantive unilateral kickout, liquidation or participating rights (conclusive factor) Small number of unrelated parties must agree to exercise substantive kick-out, liquidation or participating rights Board of directors is comprised of independent members and has the substantive authority to kick-out decision maker or approve its decisions Decision Maker s Compensation Not commensurate with services provided Amount or variability of fees is significant relative to entity s anticipated economic performance Terms, conditions and amounts are not customarily present in similar arrangements (i.e., arm s length basis) Commensurate with services provided Amount or variability of fees is insignificant to entity s anticipated economic performance Terms, conditions and amounts are customarily present in similar arrangements (i.e., arm s length basis) Decision Maker s Exposure to Variability from Other Interests Exposed to negative returns or both negative and positive returns Holds significant other interests in entity Exposure to variability is greater than that of other interest holders (e.g., due to subordinated interests) Only exposed to positive returns Possesses minimal or no other interests in entity Exposure to variability is not greater than that of other interest holders 32

33 Illustration #1 Principal and Agent Analysis Facts about Investment Fund and Manager: Fund comprised of diversified portfolio of publicly traded companies Investment manager is responsible for managing a diversified investment portfolio (e.g., making investment decisions, etc.) Investment manager owns 10 percent of the fund s investment interests (third-parties hold the other interests) Shares gains and losses of fund proportionately with other investors and is not otherwise obligated to fund losses Investment manager receives annual fee equal to 1 percent of fund s net asset value Fee is commensurate with services provided and only includes customary terms/conditions Governing documents restrict investment manager within defined parameters No independent board of directors is established Third party investors do not hold substantive kick-out or participating rights Question: Assuming these facts, does the investment manager function as a principal or an agent? 33

34 Illustration #1 Principal and Agent Analysis (continued) Response: Investment manager s exposure to variability through its fees and 10 percent investment in the fund indicates that it is not using its decision making authority as a principal Fixed fees are commensurate with services provided, contain only customary terms, and do not expose the investment manager to negative returns 10 percent investment is not indicative that the decision maker is a principal even e though no rights are held by other parties because its exposure e to positive and negative returns is not different from that of third-party investors 34

35 Illustration #2 Principal and Agent Analysis Facts about Investment Fund and Manager: No established investment parameters The investment manager has broad powers (e.g., it can raise and deploy capital and is not significantly constrained by law or contractual arrangements, etc.) It receives a fixed fee equal to 2 percent of assets under management and a performance fee equal to 20 percent of the fund s returns after a hurdle rate is achieved Fees are commensurate with services provided and only include customary terms/conditions Investment manager holds 20 percent of the fund s investment interests (third-parties hold the other interests) t Shares gains and losses of fund proportionately with other investors and is not otherwise obligated to fund losses Third party investors do not hold any substantive kick-out or participating rights, but can redeem their interests within limits set forth by the fund Question: Assuming these facts, does the investment manager function as a principal or an agent? 35

36 Illustration #2 Principal and Agent Analysis (continued) Response: Investment manager s broad decision making rights, its exposure to variability through its fees and the 20 percent investment in the fund indicates that it is using its decision making authority as a principal The lack of third party kick-out or participating rights is not determinative, in isolation, that the investment manager is a principal Investment manager s performance fees expose it to variability in returns that differs from other investors even though fees are commensurate with services provided and contain only customary terms Investment manager s 20 percent investment exposes it to negative and positive returns that is not different from other investors The magnitude and variability of the decision maker s combined fees and other interests are sufficient in relation to the entity s anticipated economic performance to conclude that the decision maker is using its decision making authority as a principal 36

37 Effective Date and Transition Effective date to be determined during redeliberations based on feedback from comment letters Transition provisions consistent with ASU (Statement 167) Initially measure any newly consolidated entities at carrying amounts at date the guidance first applies If deconsolidation is required, the retained interest t would be measured at its carrying amount at the date the guidance first applies Net difference in balance sheet entries upon adoption would be recognized as an adjustment to opening retained earnings Retrospective application in previously issued financial statements would be permitted for one or more years with adjustment to retained earnings as of the beginning g of the first year restated Upon initial adoption, the fair value option (ASC Subtopic ) could be elected on an entity-by-entity basis 37

38 Looking Ahead: EITF Activities

39 EITF Overall Status of issues Final Consensus Reached Issue 13-A, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes Issue 13-B, Accounting for Investments in Affordable Housing Tax Credits Issue 13-C, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward or Tax Credit Carryforward Exists Consensus for Exposure Reached Issue 12-G, Accounting for the Difference between the Fair Value of the Assets and the Fair Value of the Liabilities of a Consolidated Collateralized Financing Entity Issue 12-H, Accounting for Service Concession Arrangements Issue 13-E, Reclassification of Collateralized Mortgage Loans upon a Troubled Debt Restructuring Certain Issues Expected to be Discussed at future EITF Meetings Issue 13-D, Determination of Whether a Performance Condition That Is Allowed to Be Met after the Requisite Service Has Been Provided by the Employee Is a Vesting Condition or a Nonvesting Condition 39

40 Issue 13-B, Accounting for Investments in Affordable Housing Tax Credits Low Income Housing Tax Credit (LIHTC or Affordable Housing Tax Credit): Designed to encourage investment in the construction and rehabilitation of low income housing Allows investors in a limited partnership to receive the benefits of the tax credits allocated to the entity that t owns the qualified affordable housing project LIHTC Investment Considerations: There is often a net loss recognized after considering the effects of depreciation and any interest expense from debt financing When the investment is considered together with the LIHTCs and other tax benefits, there is an expectation ti of a positive return on the investment t Effective yield method under Issue 94-1 permitted if certain criteria are met, including requirement that tax credits be guaranteed; otherwise, equity method is generally used 40

41 Issue 13-B, Accounting for Investments in Affordable Housing Tax Credits (continued) Issue: Common criticism is that gross presentation (i.e., application of the equity method) does not properly reflect the underlying performance of the investment essentially a purchase of tax credits with a net positive return Task Force Discussion: Four alternatives were discussed by the EITF in reconsidering how an entity should account for investments in affordable housing tax credits: View Revise the requirements from Issue 94-1 to qualify for the effective yield method; specifically, remove the requirement for a guarantee of the tax credits - generally results in more entities meeting the criteria A View B View C View D Reaffirm the consensus reached in Issue 94-1 for LIHTC investments Remove the guidance in Issue 94-1 (codified in ASC ) from U.S. GAAP, which would result in entities accounting for LIHTC investments in accordance with ASC When conditions in View A are met, amortize investment through tax expense in proportion to expected tax benefits (if equal tax benefits each year, would result in straight-line rather than effective yield) The Task Force reached Consensus-for-Exposure on View A Comment period ends June 17,

42 Issue 13-B, Accounting for Investments in Affordable Housing Tax Credits (continued) Transition Retrospective application is expected Early adoption would be allowed Effective Date The effective date of the proposed guidance was not addressed by the EITF 42

43 Issue 12-H, Accounting for Service Concession Arrangements

44 Background Public-to-Private service concession arrangements Operating entity typically operates and maintains infrastructure for a period of time Payments received to construct, maintain, upgrade and/or operate Question: How should an entity account for a Public-to-Private Private service concession arrangement when both of the following conditions exist? Public sector entity ( grantor ) controls or has the ability to modify or approve what services the operating entity must provide with the infrastructure, to whom it must provide them, and at what price; and The grantor controls any residual interest at the end of the term of the arrangement through ownership, beneficial entitlement or otherwise. 44

45 Consensus for Exposure Reached Recognition: DO NOT treat service concession arrangement as a lease Does not meet U.S. GAAP criteria indicating purchaser has right to control asset: Remote that parties other than purchaser obtain more than a minor amount of the output Ability or right to operate asset in a manner it determines Ability or right to control physical access to asset Right-to-Use vs. Right to Access Definition of lease under joint project: Fulfillment depends on the use of specified asset Conveys right to control use LEASE Transition: Limited retrospective (cumulative effect adjustment): all contracts existing at beginning g of year of adoption and contracts entered into subsequently 45

46 Example Detail Toll Road Grantor awards a concession to Operator to build and operate a new road Constructions expected to take 1 year, Operator will operate the road for 5 years Case thereafter. During the 5 years the Operator is obligated to perform routine maintenance on the road and to resurface it three times. At the end of the arrangement the road will revert to Grantor. The road is to be used by the general public. Tolls for use of the road are set annually by the grantor. Study Scope Arrangement within Issue 12-H Involves Public-Private service concession Grantor controls services to be provided with infrastructure (to whom and at what price) Grantor controls residual interest at end of arrangement If service concession arrangement meets Scope criteria Arrangement is not a lease Look to other GAAP to determine appropriate p accounting for transaction 46

47 Ongoing g Standard- Setting Activities Private Company Council

48 FASB and Private Company Council Activities FASB/PCC Joint Activities iti FASB outreach about factors that differentiate financial reporting considerations of private companies and public companies FASB staff s recommendations for a decision-making framework, based on feedback received from private company financial i statement t t users, preparers, and accounting firms FASB and PCC deliberated decision-making framework at first two meetings Decision-making framework re-exposed for public comment in April 2013 Comment period ends June 21, 2013 FASB and PCC to finalize private company decision-making framework at next scheduled meeting on July 16, 2013 FASB to continue project to clarify definition of private company 48

49 FASB and Private Company Council Activities PCC May 7th Meeting PCC voted to propose alternatives in the following areas at May 7 meeting: Relief from separately recognizing certain intangible assets acquired in a business combination Allowing for the amortization of goodwill and a simplified goodwill impairment model Allowing two simpler approaches to accounting for certain types of interest rate swaps when a private company intends to economically convert the interest rate on its debt 49

50 FASB and Private Company Council Activities Decision-Making Framework Areas where accounting and reporting may differ for private companies Recognition and measurement Disclosure Presentation Effective date Transition Decision-making framework FASB and PCC jointly deliberated decision-making framework and suggested minor modifications and clarification Expect to consider public comments and potentially finalize at July 16, 2013 meeting. 50

51 Leases FASB / IASB Joint Project

52 Overview of Proposed Accounting Models Lessor and Lessee Right to use leased property Lessor Models Lessee Right-of-Use (ROU) Model Receivable and Residual Model (most non-property 1 leases) Type ALeases Lease payments Recognize right to receive estimated future lease payments Recognize residual asset Recognize right-ofuse asset Recognize liability to make estimated future lease payments Operating Lease Model (most property 1 leases) Type B Leases 1 Property = land and/or buildings (or part of a building) Recognize leased property Do not recognize right to receive estimated future lease payments Accelerated ROU Model (most nonproperty 1 leases) Type ALeases Straight-Line ROU Model (most property 1 leases) Type B Leases 52

53 Lease Proposals Key Impacts to our Industry Lessees Leases coming on balance sheet Approx. $1.5 trillion coming on balance sheet Approx. 70% relates to leases of property Under accelerated ROU model, 7% potential first-year average increase in lease expense for 3-year lease; 21% for 10-year lease Industries most affected Retailers (e.g., multiple store locations) Transportation ti companies (e.g., airlines, railroads, trucking companies) Banks (e.g., branches) Impact on product offerings Optional features create accounting complexity Residual value guarantees at the money serve to reduce capitalized amounts Lessors Impact on lessor types Property lessors likely to retain operating lease accounting for most real estate leases Ground Leases Currently accounting says to apply operating lease accounted for straight-line over the lease term if ownership is not transferred and no bargain purchase ( 25 SFAS 13). Proposed standard will likely classify ground leases into Type A leases for very long term leases of land (ie. 99-year leases). 53

54 Joint Leases Project Status The Boards issued their revised exposure drafts of the proposed standards in May day comment letter period ends September 13, 2013 Redeliberations on the 2013 exposure drafts expected to begin near the end of 2013 Final standards expected in 2014 Effective date likely no earlier than 1/1/2017 (aligned with forthcoming joint revenue standard) Similar history to FAS 13 54

55 Presenters contact details Erik Lange Partner, Transaction Services Technical Accounting Advisory Phone: Peter Bloomfield Partner, Building Construction & Real Estate Phone: Financial Reporting Network: KPMG Learning Executive Education: com 55

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