IASB Leases Project Agenda Overview Identify a lease Lessee: how big the liability will be? Lessor accounting: what has changed? Other lease accounting issues Transition provisions What do you need to do to get ready for 2019? Overview – Project timeline Objectives: Require lessees to recognise all significant leases on-balance sheet Eliminate arbitrary accounting distinctions for transactions that are economically similar Reduce complexity in lease accounting Develop converged lease accounting requirements Project added to Boards’ agendas First Exposure Draft Issued Second Exposure Draft Issued Discussion Paper Issued Final standard Proposed expected effective date Permission to Ballot ? JULY 2006 MARCH 2009 AUGUST 2010 MAY 2013 © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Q4 2015 MARCH 2015 JANUARY 2019 2 Overview – IASB model Right to use underlying asset Lessor Finance or Operating Model Lessee ‘Accelerated ROU’ Model Lease payments Finance ■ Lease Receivable ■ Residual Asset Operating No derecognition of underlying asset ROU Model Right to use underlying asset and lease liability All significant leases on-balance sheet for lessees with expense recognition generally front-loaded, similar to current finance leases © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 3 Lessee accounting – P&L impact © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 4 Lessor Generally consistent with current IAS 17 Right to use underlying asset Lessor Finance or Operating Model Lessee Lease payments Finance ■ Lease Receivable ■ Residual Asset Operating No derecognition of underlying asset © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Lease classification test based on IAS 17 5 IASB vs FASB standards – Converged? Lease definition Leases on balance sheet for lessees Lessor accounting and lease classification Lessee accounting model Detailed measurement requirements Exemption for leases of low value items © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 6 Agenda Overview Identify a lease Lessee: how big the liability will be? Lessor accounting: what has changed? Other lease accounting issues Transition provisions What do you need to do to get ready for 2019? Scope Contracts that meet the definition of a lease: Within scope ■ Leases of assets ■ Long leases of land ■ Sale-leasebacks ■ Sub-leases ■ In-substance purchases / sales Scope with exceptions ■ Short-term leases (lease term ≤ 12 months) ■ Underlying assets of low value (≤ $5,000, when new) Outside scope Leases of: ■ Intangibles (other than ROU assets in a sublease) ■ Natural resources and exploration ■ Biological assets ■ Leases of inventory © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 8 Practical expedients ■ Leases with a lease term of ≤ 12 months may apply current operating lease accounting Short-term leases ■ If elected, the exemption is applied to all leases within that class of underlying asset ■ Still subject to qualitative and quantitative disclosures Underlying assets of low value ■ Exemption for leases of underlying assets that are individually low in value (e.g. ≤ $5,000US, when new) even if material in aggregate ■ Leases may be accounted for off-balance sheet under IFRS, but on-balance sheet under U.S. GAAP ■ Aspects of the new standard may be applied at a portfolio level (e.g. determination of discount and lease term) Portfolio-level ■ Must be a reasonable expectation that the portfolio approach is not materially different than application to individual leases © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 9 Definition of a lease A contract that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration. Definition focuses on control over the use of an identified asset. ■ Asset may be explicitly or implicitly specified in a contract; Identified asset ■ Asset is physically distinct – applies to physically distinct portions but not e.g. capacity portions ■ Supplier does not have a substantive right to substitute the asset ■ Customer has the right to (throughout the period of use) Control over use – Obtain substantially all of the economic benefits from use of the asset, and – Direct the use of the asset or direct others to operate it as customer wishes © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 10 Definition of a lease ■ Right to direct (including the right to change) how and for what purpose the asset is used throughout the period of use ■ The relevant decisions about how and for what purpose the asset is used are predetermined and: Customer rights to direct the use – The customer has the right to operate the asset, without the supplier having the right to change those operating instructions – The customer designed the asset (or aspects of the asset) in a way that predetermines how and for what purpose the asset will be used Examples of relevant decisions about how and for what purpose the asset is use: right to change the type of output produced, when, where, or whether it is produced © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 11 Definition of a lease Customer’s right to specify output ■ Customer’s right to specify quantity and type of goods or services provided by the asset is not, by itself, considered the right to direct the use of the asset ■ Contractual provisions designed to protect supplier’s interest in the asset, its personnel, or ensure compliance with laws and regulations – Specify maximum amount of use, or when or where customer can use it Supplier protective rights – Require customer to notify a change in how or for what purpose asset is used – Require customer to follow particular operating practices ■ Do not, in isolation, prevent customer from having the right to direct the use of the asset © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 12 Agenda Overview Identify a lease Lessee: how big the liability will be? Lessor accounting: what has changed? Other lease accounting issues Transition provisions What do you need to do to get ready for 2019? Initial measurement – Lease liability PV of lease payments over the lease term – includes: Fixed payments1 Term option penalties2 RV guarantees4 Purchase options3 Some variable lease payments5 Discount rate6,7 1. 2. 3. 4. 5. 6. 7. Fixed payments include in-substance fixed payments, less lease incentives Only include the termination penalty if the lease term reflects the lessee exercising an option to terminate the lease Only include the exercise price of a purchase option if lessee is reasonably certain to exercise For RVGs: a) Lessee includes the amount expected to be payable b) Lessor includes guaranteed amount Only include VLPs based on an index or rate (e.g., CPI), or if in-substance fixed A lessor is required to use the rate implicit in the lease. A lessee may use the incremental borrowing rate, if it cannot determine the lessor’s incremental borrowing rate Nonpublic business entities may make an accounting policy election to use a risk-free discount rate (FASB only) © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 14 Lease term Non-cancellable period Optional renewal periods if lessee reasonably certain to exercise Lease Term Periods after optional termination date if lessee reasonably certain not to exercise © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 15 Lease term Consider economic factors in estimating lease term Asset Contractual / Market ■ Level of rentals in any secondary period compared to market rates ■ Contingent payments ■ Renewal and purchase options ■ Costs relating to the termination of the lease and the signing of a new replacement lease ■ Nature of item (specialised) ■ Location ■ Availability of suitable alternatives ■ Existence of significant leasehold improvements ■ Returning costs of the underlying asset © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 16 Subsequent measurement – Lease liability Amortised cost using the effective interest method; no fair value option Changes in carrying amount of lease liability due to: Reassessment of lease term, purchase option and RVG Reassessment of variable lease payments based on an index or rate Relates to future periods Adjust right-of-use asset Relates to current period Recognise in P&L © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 17 Reassessment triggers Reassessment of lease term and purchase options (lessee only) Constructing significant leasehold improvements Significantly modifying or customising the underlying asset Making a business decision that is directly relevant to the lessee’s ability to exercise or not exercise an option Subleasing the underlying asset for a period beyond the exercise date of an option © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 18 Subsequent measurement – Discount rate Lessees remeasure the lease liability using revised discount rate when there is a change in lease payments due to: ■ A change in the lease term; ■ A change in assessment of whether the lessee is or is not reasonably certain to exercise a purchase option; or ■ A lease modification. Lessors are not required to reassess the discount rate. © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 19 Initial measurement – ROU asset ROU asset is initially measured as the sum of: PV of lease payments Initial direct costs Prepaid lease payments Lessee also adjusts the ROU asset for lease incentives © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 20 Subsequent measurement – ROU asset Amortise over shorter of lease term or economic life, generally on a straight-line basis Results in front loading of total lease expense (amortisation expense on ROU asset + interest expense on lease liability) ROU asset is subject to impairment testing under IAS 36 impairment IAS 40 applied if the leased property is investment property © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 21 Impairment – ROU asset ROU asset tested is for impairment in accordance with IAS 36. Amortisation following an impairment as follows: Continue amortising ROU asset pre-impairment basis At a minimum, must recognise expense from unwinding of the discount © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 22 Lease modifications – Lessee Change to the contractual terms and conditions (excludes exercise of option included in original lease contract) Increase in scope of lease by adding the ROU one or more underlying assets At stand-alone price for increase Separate lease All other lease modifications Decrease the scope Not at standalone price Adjust ROU asset © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Adjust ROU / gain or loss 23 Agenda Overview Identify a lease Lessee: how bit the liability will be? Lessor accounting: what has changed? Other lease accounting issues Transition provisions What do you need to do to get ready for 2019? Lessor Generally consistent with current IAS 17 Right to use underlying asset Lessor Finance or Operating Model Lessee Lease payments Finance ■ Lease Receivable ■ Residual Asset Operating No derecognition of underlying asset © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 25 Lessor lease classification test Ownership transfers at end of lease? Yes No Bargain purchase option? Yes Finance Lease No Transfer substantially all risk and rewards of ownership? Yes No Assessment criteria similar to current IAS 17 classification test Operating lease Lease classification test is not applicable for lessees © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 26 Lease modifications – Lessor Change to the contractual terms and conditions (excludes exercise of option included in original lease contract) Increase in scope of lease by adding ROU one or more underlying assets At stand-alone price for increase All other contract modifications Operating lease (at inception) Separate lease © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Finance lease (at inception) Apply IFRS 9 27 Agenda Overview Identify a lease Lessee: how bit the liability will be? Lessor accounting: what has changed? Other lease accounting issues Transition provisions What do you need to do to get ready for 2019? Subleases Intermediate lessor ■ Accounts for head lease and sublease as two separate contracts ■ Classifies the sublease based on the ROU asset arising from the head lease ■ Recognises lease assets and lease liabilities gross unless offset criteria met ■ Recognises lease income and lease expense gross unless acting as agent © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 29 Sale-leaseback transactions The sale is recognised in accordance with applicable GAAP For a sale to occur, transaction must meet the requirements of a sale under the new revenue recognition standard Sale Sellerlessee The purchase is recognised in accordance with applicable GAAP Buyerlessor Leaseback The leaseback is accounted for using the lessee right-of-use model Gain on sale is adjusted for offmarket terms Each component of the transaction is assessed separately If there is no sale, then both parties apply IFRS 9. © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 30 Agenda Overview Identify a lease Lessee: how bit the liability will be? Lessor accounting: what has changed? Other lease accounting issues Transition provisions What do you need to do to get ready for 2019? Effective date and early adoption Effective date Accounting periods beginning on or after 1 January 2019 Early adoption Permitted for entities that have adopted IFRS 15 © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 32 Lease definition – two options on transition Core requirement Apply the new lease definition to all contracts OR Practical expedient “Grandfather” the assessment of which existing contracts are, or contain, leases under IAS 17 and FRIC 4 Apply the new lease definition to new contracts © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 33 Lessees – two main transition options Full retrospective Apply retrospectively to each period presented in accordance with IAS 8 OR Modified retrospective Cumulative effect of applying new standard recognised in equity at beginning of current reporting period An accounting policy choice to be applied to all leases © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 34 Lessee – modified retrospective approach for operating leases Lease liability ■ Initial measurement of lease liability = present value of remaining lease payments ■ Initial measurement of right-of-use asset = Right-of-use asset – Carrying amount as if standard had been in place at commencement date OR – Lease liability adjusted for accrued prepaid lease payments ■ Various optional practical expedients, including: Practical expedients – Apply a single discount rate to a portfolio of leases – Treat leases with a remaining term < 12 months as shortterm leases © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 35 Lessee – modified retrospective approach for finance leases Lease liability Right-of-use asset ■ Initial measurement of lease liability = carrying amount of lease liability under IAS 17 ■ Initial measurement of right-of-use asset = carrying amount of lease asset under IAS 17 © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 36 Other transition requirements Lessors Subleases ■ No adjustments on transition, other than as noted below ■ Reassess classification of subleases previously classified as operating leases under IAS 17 ■ “New lease” accounting for any leases that are reclassified as finance leases ■ No reassessment of whether a sale occurred ■ If leaseback was a finance lease under IAS 17 – Apply transition guidance for finance leases Sale-leaseback – Continue to amortise any gain over lease term ■ If leaseback was an operating lease under IAS 17 – Apply transition guidance for operating leases – Adjust ROU asset for deferred gains / losses © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 37 Agenda Overview Identify a lease Lessee: how bit the liability will be? Lessor accounting: what has changed? Other lease accounting issues Transition provisions What do you need to do to get ready for 2019? Next steps – Some key questions (1/3) Topic Questions and comments Lease Definition ■ Do you know which of your transactions are, or contain, leases? ■ Will you elect to grandfather the lease definition for existing contracts on transition? Consider the significant changes in lease definition that will affect many common transactions – e.g. power purchase agreements and transport agreements. On transition – will you spend the time and cost necessary to reassess your existing transactions and thereby exclude some existing transactions from lease accounting, or grandfather existing arrangements and apply the new definition only to new arrangements? Lease data ■ Do you have a database of all your leases? ■ Do you have systems and processes necessary to calculate lease assets and liabilities? ■ Are your current disclosures of operating lease commitments complete and accurate? Now is the time to begin to assess whether your current systems have the information necessary to apply IFRS 16. © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 39 Next steps – Some key questions (2/3) Topic Questions and comments Lease data (cont’d) Now is the time to check that it includes all the leases that you will soon be bringing on-balance sheet, so that there are no surprises on transition. Debt covenants ■ Will application of the new standard impact your debt and other covenants? If your financial agreements feature covenants are not applied on a “frozen GAAP” basis, a change in accounting policy might affect your covenant test. Given the scale of accounting changes to be applied in 2018-19 with new standards on Financial instruments, Revenue and Leases, you may wish to renegotiate some covenants before the standard becomes effective. Sale-andleaseback transactions ■ Do you understand the impact of the new standard on your saleand-leaseback transactions? The new standard eliminates sale-and-leaseback as an off-balance sheet proposition Sale-and-leaseback can come back on-balance sheet on more than one way: If true sale under IFRS 15: same as current sale-and-finance-leaseback If not a sale: financing under IFRS 9 which may require to measure at FVTPL © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 40 Next steps – Some key questions (3/3) Topic Questions and comments Financial ratios ■ Do you understand the impact of the new standard on your financial ratios? ■ Will optional exemptions such as those for short-term leases and leases of low-value items have a material impact on your financial statements? The new standard will bring more leases on-balance sheet, increasing the gearing, etc. What other effects? Modelling may be required to predict the impact of the front-loaded total expense Geography of profit and loss will change: now depreciation and interest expense How will you present variable lease payments? What will be the impact of optional exemptions on your KPIs? Transition options ■ Have you thought about how to transition to the new standard? One key question is whether to apply the standard Retrospectively, which will require additional cost and effort; or As a “big bang” on the date of initial application, which will require less historical information but may impact your trend date for many years to come © 2015, KPMG AS, a Norwegian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 41