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Navigating through the new lease regulations
                  EFRAG
Roel Vriens, February 23, 2012
Navigating through the new lease regulations: EFRAG


Content of presentation
}  Leasing – Current and expected future framework
}  Expected business impact for lessees and for vendors/lessors
}  Is there still a future for leasing?
}  Specific topics




                                                                   2
Leasing - Current and expected future framework
Navigating through the new lease regulations: EFRAG


Leasing: Current framework
Differences local GAAP, IFRS and US GAAP

}  Criteria to differentiate between
    Financial Lease (on balance sheet) and
    Operating Lease (off balance sheet)
     –  NPV of the minimum lease payments
     –  Economic life versus term of lease contract

                                            Lease payments          Economic life

Local GAAP                                   90% (indication)      75% (indication)
IFRS                IAS 17                   ‘substantially all’     ‘major part’
US GAAP             SFAS 13                           90%               75%


                                                                                      4
Navigating through the new lease regulations: EFRAG


   Leasing: Expected future framework
   History

1996: first Discussion           2009: IASB and FASB                  2013: Final rules still
Paper (McGregor/IASB) in         Discussion Paper ‘Leases:            expected in 2012? Re-
which the need to adapt          Preliminary Views’ with              exposure draft is expected
rules was explained on a
fairly detailed level
                                 Overriding Lessees
                                 main focus on principle              in Q2 2012.

                            All leases to be shown on
                            the balance sheet of the
     1996                        2000          2009   2010                     2012          2016
                                      lessee

      2000: Second Discussion         August 17, 2010:              Effective Date not decided,
      Paper IASB                      Exposure Draft as result of   expectation January 2016.
                                      the 2009 Discussion Paper     But date of initial application
                                      Over 785 companies,           (DIA) one or two years
                                      including DLL, have           earlier, i.e., 2015 (IFRS) and
                                      responded!                    2014 (US GAAP)

                                                                                                      5
Navigating through the new lease regulations: EFRAG


Leasing: Expected future framework
Lessor accounting: Receivable and residual approach
}  One model: Receivable and Residual (R&R) approach
     –  Very similar to current finance lease accounting, but more complex
     –  Result is what equipment leasing industry has been pressing for


}  Important differences compared to current situation:
     –  Two assets on lessor’s balance sheet (R&R)
     –  Both assets generate a return equal to discount rate in the lease


}  Portion of income to defer when fair value of leased asset is greater
    than lessor’s carrying value:
     –  This is typical for captives, not applicable to other (bank-owned) lessors
     –  Part of excess fair value associated with the residual asset to be deferred
        until disposal, re-lease, or realization of the residual asset

                                                                                      6
Navigating through the new lease regulations: EFRAG


Leasing: Expected future framework
Observations
}  Sound conceptual framework for lessors and lessees:
     –  Proposal (December 23, 2011) much better than 2010 Exposure Draft and
        current rules
     –  Acceptance of capitalizing all, except short term, leases by the lessees
     –  Choice of lessor R&R model supported by equipment leasing industry
     –  One type of lease for both lessees and lessors, mirroring the lessee
        position at the lessor

}  Areas to be addressed:
     –  Eliminating frontloading of lease interest expenses could impact the sound
        framework mentioned above. Would that be a good decision?
     –  Cost versus benefits of new standard, options to consider are minimizing
        disclosures and further simplifications or more explicit guidance on:
          }  Hurdle of a “significant economic incentive” to renew/continue the lease
          }  Lessor accounting for residual values guarantees
          }  Accounting for variations based on index or interest rates

                                                                                         7
Expected business impact
Lessees and Vendors/Lessors
Navigating through the new lease regulations: EFRAG


Statement
All parties involved, vendors, dealers, lessors (captives and vendor
finance companies), end-users and lessees will be substantially
affected by the changes in lease accounting
}  Revenue recognition (P&L)
}  Costs/Investment to be made (P&L)
     –  Frontloading of interest cost for lessees

}  On and Off balance sheet treatment
}  Business and co-operation models

}  Financial products and services offered

}  Changing playing field in marketplace

}  Processes and IT

                                                                       9
Navigating through the new lease regulations: EFRAG


The changing environment
Lessees
}  Lessees to recognize all leases on the balance sheet resulting in:
     –  Increase in administrative burden, due to required increase in data
        collection, monitoring and internal and external reporting
     –  Increase of complexity, due to changed definitions, methods of
        calculations and combining data from multiple internal and external
        sources
     –  Deterioration of debt-equity ratio as assets and liabilities increase.
        Lessees may no longer meet existing loan covenants or face lower credit
        ratings
     –  Major task to transition, due to all operating leases coming on balance
        sheet for the first time
}  Thus, lessees will search for products and services that:
     –  Mitigate the impact
     –  Do not require the lessee to change its processes and IT systems
                                                                                  10
Navigating through the new lease regulations: EFRAG


Expected customer impact
Preparation for new rules
}  54% of business globally are not aware of the proposed move of all
    but short-term leases onto the balance sheet
       –  Survey 2800 businesses worldwide
}  Awareness of change by country
       –  High: USA: 69%, Mexico: 68%, Chile: 63%
       –  Medium: UK: 44%, Germany: 27% (EU: 38%)
       –  Low: China: 5%, Denmark: 8%, Turkey: 14%
}  Expected consequences:
       –  33% increase of costs and complexity
       –  (only)15% increase in transparency
       –  12% change in behavior with respect to leasing



Source: survey Grant Thornton International Business Report (September 2011)
                                                                               11
Navigating through the new lease regulations: EFRAG


The changing environment
Vendors / Lessors
}  Vendors to defer revenue and related margin allocated to the residual
    asset till disposal of that asset
}  Vendors/lessors to provide (new) products and services to:
     –  Lessees in answer to the new environment
     –  Dealers, supporting them to sell leasing in the new environment

}  Thus, vendors will search for solutions that:
     –  Allow for full upfront revenue and margin recognition
     –  Derecognize their lease portfolios (off balance sheet treatment)
     –  Accommodate requests from dealers and lessees to limit the end-user’s
        administrative burden and need for more information and transparency

}  Vendors to tune their current business models to new environment
     –  Should they move to in-house financing or (other) third party vendor
        leasing companies?
                                                                                12
Navigating through the new lease regulations: EFRAG


Revenue deferral related to residual asset
Impact differs per major asset types / industries
Asset Types                                RoU        Investment value
IT / Office equipment                      94         100
Forklifts                                  85         100
Industrial                                 65         100
Cars                                       65         100
Transportation                             55         100


}  Captives (vendors with in house lease book) will see an important shift
    in the pattern of revenue recognition over time compared to today
}  Lessees will no longer have a possibility of Off-balance sheet financing,
    but lease solutions are still partial off balance, as the assumed
    Residual Value is on the balance sheet of the lessor and not part of the
    Right-Of-Use asset

                                                                                13
Navigating through the new lease regulations: EFRAG


Challenges for lessees and vendors/lessors
}  Bank covenants (lessees)
     –  Deterioration of financial ratios e.g., solvency


}  IT and leasing software (own and 3rd party)
     –  60% of respondents use MS Excel to record their operating leases. That
        may require investments in software to track and account for leases


}  Duty of care of vendors/lessors to end-users
     –  Leases signed today are likely to be affected by new rules (e.g., for
        contracts with duration in excess of 4 years)
     –  Communication and providing information to lessees




                                                                                 14
Is there still a future for leasing?
Navigating through the new lease regulations: EFRAG


Customers should continue to lease because:
}  Use of equipment at low monthly costs

}  100% cost coverage: equipment, service, shipping, installation, etc.

}  Flexibility of mid term upgrades and end of term options: easy way to
    gain use of the latest equipment or technology with maximum
    financial flexibility

}  Easier cash flow forecasting: fixed payments allow your customer to
    budget effectively and avoid risk of future inflation or interest rate
    rises

}  Lease commitments often do not reduce existing cash and credit
    lines

}  Less costly and lower cash out than a (bank) loan
                                                                             16
Navigating through the new lease regulations: EFRAG


Vendors should continue to offer leasing to
their customers
Because leasing puts vendor in control

}  Protecting customer base against other vendors

}  Easier closing of deals: offering leasing can remove price objections
    with customers

}  Increasing sales and margins: offering a finance package makes it
    easier to sell added value products such as service and
    maintenance

}  Increasing opportunities for upgrade sales: leasing cycles are
    relatively short, offering more opportunities to approach the customer
    to sell upgrades or new products
                                                                             17
Navigating through the new lease regulations: EFRAG


How can the structure be optimized?
Understanding the objectives of all the players in the market




                                                                      Vendor Leasing Model
                                          Lessor




     End-user/                                        Manufacturer/
      lessee                                            vendor


1.  Lessee: reduce admin burden and not on the balance sheet
2.  Vendor: sales treatment and derecognition of assets
3.  Lessor: lien on or ownership of the financed equipment 18
Specific topics
Navigating through the new lease regulations: EFRAG


Consequences for lessees

}  Higher lease cost in the beginning of the lease period compared to
    the current lease accounting standards
                                      Lease cost comparison

     250.00




     200.00
                                                                         Current
                                                                         Proposed
     150.00




     100.00
                Year 1       Year 2       Year 3       Year 4   Year 5




                                                                                    20
Navigating through the new lease regulations: EFRAG


Economic impact of lease proposals
Study of Equipment Leasing and Finance Foundation

}  Study based on 2010 financial data of 1800 US based, publicly traded
    companies. Assuming new lease rules implemented in 2010
}  Frontloading of lease interest expenses increases costs by + 9.6%
    and a -2.4% reduction in pre-tax net income for the first year
     –  However is the method used fair? Which growth assumptions are used?
}  Capitalization of operating leases: increase in assets of $2 trillion; and
    +11% more debt
     –  This replaces the current estimates. Will there be significant differences?

}  Lease standard reduces GDP by $10 billion and 60,000 less jobs
     –  Significant impact, but based upon what assumptions?
}  Investigated companies face $96 billion (or - 0.5%) less equity

                                                                                      21
Navigating through the new lease regulations: EFRAG


Lease classification (current status)

}  Today, classification of the same lease contracts within Office
    Technology industry differ significantly between:
      –  Vendor/Lessor, reporting about 80% Finance Leases and 20% Operating
         Leases
      –  Lessee/End-user, reporting these contracts as 30% Finance Leases and
         70% Operating Leases


}  Reasons for different classification by parties involved include:
      –  Different assessment of economic life (75% rule in FAS13)
      –  Different discount factor, incremental borrowing rate versus rate
         embedded in the lease (90% rule in FAS13)
      –  Third party residual value guarantees issued to vendor
      –  Immaterial items or non-compliance to the rules

                                                                                22
Navigating through the new lease regulations: EFRAG


Lease classification (future status)
Concerns lease versus service classification – a new bright line?
}  Criteria to determine whether a contract contains a lease:
      –  Right to use a specified asset, and
      –  Right to control the use of that asset

}  Vendor/lessors may prefer a lease over a service to have sales
    treatment of the equipment sold through a lease
}  Lessees may prefer a service over a lease to have fixed periodic cost,
    nothing on the balance sheet and very limited administrative burden

}  Would it be possible that under the new standard a contract is:
      –  Classified as a service but is a lease by common sense? What about
         long-term service contracts with embedded equipment?
      –  Classified as a lease for the vendor/lessor and as a service for the
         lessee/end-user?

                                                                                23
Navigating New Lease Regulations: EFRAG

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Navigating New Lease Regulations: EFRAG

  • 1. Navigating through the new lease regulations EFRAG Roel Vriens, February 23, 2012
  • 2. Navigating through the new lease regulations: EFRAG Content of presentation }  Leasing – Current and expected future framework }  Expected business impact for lessees and for vendors/lessors }  Is there still a future for leasing? }  Specific topics 2
  • 3. Leasing - Current and expected future framework
  • 4. Navigating through the new lease regulations: EFRAG Leasing: Current framework Differences local GAAP, IFRS and US GAAP }  Criteria to differentiate between Financial Lease (on balance sheet) and Operating Lease (off balance sheet) –  NPV of the minimum lease payments –  Economic life versus term of lease contract Lease payments Economic life Local GAAP 90% (indication) 75% (indication) IFRS IAS 17 ‘substantially all’ ‘major part’ US GAAP SFAS 13 90% 75% 4
  • 5. Navigating through the new lease regulations: EFRAG Leasing: Expected future framework History 1996: first Discussion 2009: IASB and FASB 2013: Final rules still Paper (McGregor/IASB) in Discussion Paper ‘Leases: expected in 2012? Re- which the need to adapt Preliminary Views’ with exposure draft is expected rules was explained on a fairly detailed level Overriding Lessees main focus on principle in Q2 2012. All leases to be shown on the balance sheet of the 1996 2000 2009 2010 2012 2016 lessee 2000: Second Discussion August 17, 2010: Effective Date not decided, Paper IASB Exposure Draft as result of expectation January 2016. the 2009 Discussion Paper But date of initial application Over 785 companies, (DIA) one or two years including DLL, have earlier, i.e., 2015 (IFRS) and responded! 2014 (US GAAP) 5
  • 6. Navigating through the new lease regulations: EFRAG Leasing: Expected future framework Lessor accounting: Receivable and residual approach }  One model: Receivable and Residual (R&R) approach –  Very similar to current finance lease accounting, but more complex –  Result is what equipment leasing industry has been pressing for }  Important differences compared to current situation: –  Two assets on lessor’s balance sheet (R&R) –  Both assets generate a return equal to discount rate in the lease }  Portion of income to defer when fair value of leased asset is greater than lessor’s carrying value: –  This is typical for captives, not applicable to other (bank-owned) lessors –  Part of excess fair value associated with the residual asset to be deferred until disposal, re-lease, or realization of the residual asset 6
  • 7. Navigating through the new lease regulations: EFRAG Leasing: Expected future framework Observations }  Sound conceptual framework for lessors and lessees: –  Proposal (December 23, 2011) much better than 2010 Exposure Draft and current rules –  Acceptance of capitalizing all, except short term, leases by the lessees –  Choice of lessor R&R model supported by equipment leasing industry –  One type of lease for both lessees and lessors, mirroring the lessee position at the lessor }  Areas to be addressed: –  Eliminating frontloading of lease interest expenses could impact the sound framework mentioned above. Would that be a good decision? –  Cost versus benefits of new standard, options to consider are minimizing disclosures and further simplifications or more explicit guidance on: }  Hurdle of a “significant economic incentive” to renew/continue the lease }  Lessor accounting for residual values guarantees }  Accounting for variations based on index or interest rates 7
  • 8. Expected business impact Lessees and Vendors/Lessors
  • 9. Navigating through the new lease regulations: EFRAG Statement All parties involved, vendors, dealers, lessors (captives and vendor finance companies), end-users and lessees will be substantially affected by the changes in lease accounting }  Revenue recognition (P&L) }  Costs/Investment to be made (P&L) –  Frontloading of interest cost for lessees }  On and Off balance sheet treatment }  Business and co-operation models }  Financial products and services offered }  Changing playing field in marketplace }  Processes and IT 9
  • 10. Navigating through the new lease regulations: EFRAG The changing environment Lessees }  Lessees to recognize all leases on the balance sheet resulting in: –  Increase in administrative burden, due to required increase in data collection, monitoring and internal and external reporting –  Increase of complexity, due to changed definitions, methods of calculations and combining data from multiple internal and external sources –  Deterioration of debt-equity ratio as assets and liabilities increase. Lessees may no longer meet existing loan covenants or face lower credit ratings –  Major task to transition, due to all operating leases coming on balance sheet for the first time }  Thus, lessees will search for products and services that: –  Mitigate the impact –  Do not require the lessee to change its processes and IT systems 10
  • 11. Navigating through the new lease regulations: EFRAG Expected customer impact Preparation for new rules }  54% of business globally are not aware of the proposed move of all but short-term leases onto the balance sheet –  Survey 2800 businesses worldwide }  Awareness of change by country –  High: USA: 69%, Mexico: 68%, Chile: 63% –  Medium: UK: 44%, Germany: 27% (EU: 38%) –  Low: China: 5%, Denmark: 8%, Turkey: 14% }  Expected consequences: –  33% increase of costs and complexity –  (only)15% increase in transparency –  12% change in behavior with respect to leasing Source: survey Grant Thornton International Business Report (September 2011) 11
  • 12. Navigating through the new lease regulations: EFRAG The changing environment Vendors / Lessors }  Vendors to defer revenue and related margin allocated to the residual asset till disposal of that asset }  Vendors/lessors to provide (new) products and services to: –  Lessees in answer to the new environment –  Dealers, supporting them to sell leasing in the new environment }  Thus, vendors will search for solutions that: –  Allow for full upfront revenue and margin recognition –  Derecognize their lease portfolios (off balance sheet treatment) –  Accommodate requests from dealers and lessees to limit the end-user’s administrative burden and need for more information and transparency }  Vendors to tune their current business models to new environment –  Should they move to in-house financing or (other) third party vendor leasing companies? 12
  • 13. Navigating through the new lease regulations: EFRAG Revenue deferral related to residual asset Impact differs per major asset types / industries Asset Types RoU Investment value IT / Office equipment 94 100 Forklifts 85 100 Industrial 65 100 Cars 65 100 Transportation 55 100 }  Captives (vendors with in house lease book) will see an important shift in the pattern of revenue recognition over time compared to today }  Lessees will no longer have a possibility of Off-balance sheet financing, but lease solutions are still partial off balance, as the assumed Residual Value is on the balance sheet of the lessor and not part of the Right-Of-Use asset 13
  • 14. Navigating through the new lease regulations: EFRAG Challenges for lessees and vendors/lessors }  Bank covenants (lessees) –  Deterioration of financial ratios e.g., solvency }  IT and leasing software (own and 3rd party) –  60% of respondents use MS Excel to record their operating leases. That may require investments in software to track and account for leases }  Duty of care of vendors/lessors to end-users –  Leases signed today are likely to be affected by new rules (e.g., for contracts with duration in excess of 4 years) –  Communication and providing information to lessees 14
  • 15. Is there still a future for leasing?
  • 16. Navigating through the new lease regulations: EFRAG Customers should continue to lease because: }  Use of equipment at low monthly costs }  100% cost coverage: equipment, service, shipping, installation, etc. }  Flexibility of mid term upgrades and end of term options: easy way to gain use of the latest equipment or technology with maximum financial flexibility }  Easier cash flow forecasting: fixed payments allow your customer to budget effectively and avoid risk of future inflation or interest rate rises }  Lease commitments often do not reduce existing cash and credit lines }  Less costly and lower cash out than a (bank) loan 16
  • 17. Navigating through the new lease regulations: EFRAG Vendors should continue to offer leasing to their customers Because leasing puts vendor in control }  Protecting customer base against other vendors }  Easier closing of deals: offering leasing can remove price objections with customers }  Increasing sales and margins: offering a finance package makes it easier to sell added value products such as service and maintenance }  Increasing opportunities for upgrade sales: leasing cycles are relatively short, offering more opportunities to approach the customer to sell upgrades or new products 17
  • 18. Navigating through the new lease regulations: EFRAG How can the structure be optimized? Understanding the objectives of all the players in the market Vendor Leasing Model Lessor End-user/ Manufacturer/ lessee vendor 1.  Lessee: reduce admin burden and not on the balance sheet 2.  Vendor: sales treatment and derecognition of assets 3.  Lessor: lien on or ownership of the financed equipment 18
  • 20. Navigating through the new lease regulations: EFRAG Consequences for lessees }  Higher lease cost in the beginning of the lease period compared to the current lease accounting standards Lease cost comparison 250.00 200.00 Current Proposed 150.00 100.00 Year 1 Year 2 Year 3 Year 4 Year 5 20
  • 21. Navigating through the new lease regulations: EFRAG Economic impact of lease proposals Study of Equipment Leasing and Finance Foundation }  Study based on 2010 financial data of 1800 US based, publicly traded companies. Assuming new lease rules implemented in 2010 }  Frontloading of lease interest expenses increases costs by + 9.6% and a -2.4% reduction in pre-tax net income for the first year –  However is the method used fair? Which growth assumptions are used? }  Capitalization of operating leases: increase in assets of $2 trillion; and +11% more debt –  This replaces the current estimates. Will there be significant differences? }  Lease standard reduces GDP by $10 billion and 60,000 less jobs –  Significant impact, but based upon what assumptions? }  Investigated companies face $96 billion (or - 0.5%) less equity 21
  • 22. Navigating through the new lease regulations: EFRAG Lease classification (current status) }  Today, classification of the same lease contracts within Office Technology industry differ significantly between: –  Vendor/Lessor, reporting about 80% Finance Leases and 20% Operating Leases –  Lessee/End-user, reporting these contracts as 30% Finance Leases and 70% Operating Leases }  Reasons for different classification by parties involved include: –  Different assessment of economic life (75% rule in FAS13) –  Different discount factor, incremental borrowing rate versus rate embedded in the lease (90% rule in FAS13) –  Third party residual value guarantees issued to vendor –  Immaterial items or non-compliance to the rules 22
  • 23. Navigating through the new lease regulations: EFRAG Lease classification (future status) Concerns lease versus service classification – a new bright line? }  Criteria to determine whether a contract contains a lease: –  Right to use a specified asset, and –  Right to control the use of that asset }  Vendor/lessors may prefer a lease over a service to have sales treatment of the equipment sold through a lease }  Lessees may prefer a service over a lease to have fixed periodic cost, nothing on the balance sheet and very limited administrative burden }  Would it be possible that under the new standard a contract is: –  Classified as a service but is a lease by common sense? What about long-term service contracts with embedded equipment? –  Classified as a lease for the vendor/lessor and as a service for the lessee/end-user? 23