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Fair value reporting for investment properties under US GAAP

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<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong><br />

<strong>investment</strong> <strong>properties</strong><br />

<strong>under</strong> <strong>US</strong> <strong>GAAP</strong><br />

August 2010<br />

1


Table of contents<br />

Executive summary .......................................................................................................................................................1<br />

History of the <strong>US</strong> <strong>investment</strong> property standard proposal...............................................................................................1<br />

History of <strong>investment</strong> property standard <strong>under</strong> IFRS......................................................................................................3<br />

Definition of <strong>investment</strong> property <strong>under</strong> IAS 40 ..............................................................................................................4<br />

Examples of <strong>investment</strong> property <strong>under</strong> IAS 40..............................................................................................................6<br />

Difficulties in applying IAS 40 and <strong>Fair</strong> Value Accounting <strong>for</strong> Investment Property .........................................................6<br />

Potential issues in applying an <strong>investment</strong> property standard in the United States.........................................................7<br />

Timetable <strong>for</strong> the proposed standard ...........................................................................................................................10<br />

Contact us ...................................................................................................................................................................11


Executive summary<br />

At its July 14, 2010 meeting, the Financial Accounting Standards Board ("FASB") tentatively decided to issue a<br />

proposed Accounting Standard Update (“ASU”) to attempt to achieve convergence with International Accounting<br />

Standards (“IAS”) on accounting <strong>for</strong> <strong>investment</strong> <strong>properties</strong>. However, the FASB concluded that, as opposed to the<br />

international accounting standard on <strong>investment</strong> property, which provides an option to account <strong>for</strong> <strong>investment</strong> property<br />

at cost or fair <strong>value</strong>, the <strong>US</strong> standard, would require an <strong>investment</strong> property to be measured at fair <strong>value</strong>. This new<br />

guidance is partially driven by the recently issued Exposure Draft <strong>for</strong> leasing. Assuming that both standards are<br />

adopted, lessors who are in the scope of the <strong>investment</strong> property guidance would not apply the new leasing standard.<br />

An <strong>investment</strong> property is defined as real estate (including integral equipment) held by the owner or held on a finance<br />

lease (<strong>under</strong> certain circumstances operating leases may also be classified as <strong>investment</strong> <strong>properties</strong>) to earn rentals,<br />

<strong>for</strong> capital appreciation, or both. This does not include owner-occupied property, property held <strong>for</strong> sale in the ordinary<br />

course of business (e.g., residential homes held by a home builder), or property constructed on behalf of third parties.<br />

The exposure draft could be issued as early as September 2010, with an abbreviated comment letter period expected<br />

to end December 15, 2010 (concurrently with that of the exposure draft on the Lease Project issued in August). If<br />

completed, it is expected that the new <strong>investment</strong> property standard will be adopted concurrently with the proposed<br />

new leasing standard. The date of adoption of the new leasing standard has not yet been determined, but could be as<br />

early as 2013/2014.<br />

Who could be affected?<br />

This new guidance will have broad implications to many owners/investors in real estate and could impact the following entities:<br />

• Real Estate Investment Trusts (REITs)<br />

• Real Estate Operating Companies (REOCs)<br />

• Insurance companies (e.g., general account <strong>investment</strong>s)<br />

• Banks (e.g., real estate <strong>investment</strong>s and some OREO assets)<br />

• Owner entities <strong>for</strong> “non-traditional” real estate that may be “leased” <strong>under</strong> take or pay/power purchase arrangements – including power<br />

plants, oil/gas pipelines, wind/solar farms, and production facilities<br />

• “Property Companies” in “OPCo./PropCo” structures used by private equity firms <strong>for</strong> certain portfolio <strong>investment</strong>s<br />

• Owners of <strong>properties</strong> leased to other affiliated companies<br />

• Franchisors that lease property to franchisees<br />

• All other investors in rental real estate<br />

History of the <strong>US</strong> <strong>investment</strong> property standard proposal<br />

As part of the overall convergence ef<strong>for</strong>ts, the FASB and the International Accounting Standards Board (“IASB”)<br />

recently completed an exposure draft <strong>for</strong> their joint project on accounting <strong>for</strong> leases, which will result in significant<br />

changes to the accounting model <strong>for</strong> leases. The IASB included a scope exception within the exposure draft that if a<br />

lessor of “<strong>investment</strong> <strong>properties</strong>” measures those <strong>properties</strong> at fair <strong>value</strong> in accordance with International Accounting<br />

Standards (“IAS”) 40, Investment Property (“IAS 40”), it would not apply the proposed new lessor accounting<br />

requirements to the lease. Instead, it would continue to account <strong>for</strong> those leases as operating leases, as specified in<br />

IAS 17, Leases. This decision assumes that fair <strong>value</strong> is a more in<strong>for</strong>mative and preferred model. Currently, there is no<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 1 PricewaterhouseCoopers


equivalent <strong>US</strong> standard that allows <strong>for</strong> <strong>investment</strong> <strong>properties</strong> to be measured at fair <strong>value</strong> and there would be no basis<br />

<strong>for</strong> excluding <strong>investment</strong> <strong>properties</strong> from the new proposed lessor accounting requirements.<br />

To remedy this lack of consistency between IASB and FASB guidance, and at the request of some participants in the<br />

real estate industry, the FASB announced at its March 10, 2010 meeting that it was adding a project to its agenda to<br />

consider whether entities should be given the option (or potentially be required) to measure an <strong>investment</strong> property at<br />

fair <strong>value</strong> through profit and loss (FVTPL). A similar project previously had been on the FASB’s agenda <strong>under</strong> phase<br />

two of the fair <strong>value</strong> option project, but was removed from the agenda in October 2008, partially because of resistance<br />

to optional fair <strong>value</strong> accounting by the SEC Advisory Committee on Improvements to Financial Reporting and<br />

concerns about the use of fair <strong>value</strong> models in general <strong>for</strong> "non-traded" assets. Staff resource constraints are also<br />

believed to have played a role in the original removal of the project from the agenda, with the expectation that the<br />

United States would ultimately adopt IFRS, including IAS 40.<br />

At its July 14, 2010 meeting, the FASB discussed the <strong>investment</strong> property project and certain proposed models put<br />

<strong>for</strong>th by the staff. Rather than starting with a new model, the FASB tentatively decided to issue a proposed Accounting<br />

Standard Update using IAS 40 as a basis, however the ASU would require an <strong>investment</strong> property to be measured at<br />

fair <strong>value</strong>. The FASB recognized that its tentative decision would not achieve complete convergence with IAS 40, which<br />

permits, but does not require, <strong>investment</strong> <strong>properties</strong> to be measured at fair <strong>value</strong>. Nonetheless, the FASB instructed the<br />

staff to begin drafting the ASU and to continue to reach out to constituents and hear their concerns and thoughts. It is<br />

also possible that the IASB will amend IAS 40 to be consistent with this new ASU and require the use of fair <strong>value</strong> <strong>for</strong><br />

<strong>investment</strong> <strong>properties</strong>. The exposure draft <strong>for</strong> Accounting <strong>for</strong> Investment Properties could be issued as early as<br />

September 2010, with a comment period to end contemporaneously with that of the lease standard (i.e., December 15,<br />

2010).<br />

In the United States there are certain entities that currently report <strong>investment</strong> property at fair <strong>value</strong>, including pension<br />

funds and entities that are considered to be <strong>investment</strong> companies <strong>under</strong> ASC 946 (<strong>for</strong>merly the AICPA Audit and<br />

Accounting Guide - Investment Companies). As part of the convergence project on consolidation, the IASB is nearing<br />

the issuance of an exposure draft on the definition of an <strong>investment</strong> company, a designation that did not previously<br />

exist in IFRS. The discussion to date bears striking similarities to SOP 07-1, Clarification of the Scope of the Audit and<br />

Accounting Guide "Investment Companies" and Accounting by Parent Companies and Equity Method Investors <strong>for</strong><br />

Investments in Investment Companies, issued by the AICPA in 2007 and subsequently indefinitely deferred. If the<br />

FASB adopts a similar definition or ultimately converts to IFRS, entities will need to re-evaluate whether they are or are<br />

not <strong>investment</strong> companies <strong>under</strong> the new guidance; and if not, if they would no longer be able to report as <strong>investment</strong><br />

companies. In some cases, certain real estate entities (generally vertically integrated property operating companies)<br />

may no longer qualify as <strong>investment</strong> companies, but many investors in those entities may still need fair <strong>value</strong><br />

in<strong>for</strong>mation <strong>for</strong> their own <strong>reporting</strong> (e.g. pension funds). If adopted by the FASB, this new guidance on <strong>investment</strong><br />

<strong>properties</strong> may provide some relief <strong>for</strong> those funds that would no longer be within the scope of an <strong>investment</strong> company,<br />

by requiring <strong>investment</strong> <strong>properties</strong> to be reflected at fair <strong>value</strong> <strong>under</strong> non-<strong>investment</strong> company <strong>US</strong> <strong>GAAP</strong>. On the other<br />

hand, because of the definition of “<strong>investment</strong> property” within IAS 40, some <strong>investment</strong>s, such as hotels and assistedliving<br />

facilities, which had historically been reported by these <strong>investment</strong> company entities at fair <strong>value</strong>, may no longer<br />

have a basis to be reported at fair <strong>value</strong> because the entities owning such property may not be <strong>investment</strong> companies<br />

and the property may not meet the definition of an <strong>investment</strong> property.<br />

For entities that historically have not been deemed to be <strong>investment</strong> companies, but which have owned or operated<br />

rental <strong>properties</strong>, the current <strong>reporting</strong> model is based on the historical cost of the property as adjusted <strong>for</strong> depreciation<br />

and impairment. Depending on the type of <strong>under</strong>lying <strong>properties</strong>, this includes many of the real estate <strong>investment</strong> trusts<br />

(REITs) and real estate operating companies (REOCs). In addition, many financial institutions, such as banks and<br />

insurance companies, which hold such <strong>investment</strong>s <strong>for</strong> their own account (i.e., “general account” <strong>investment</strong>s), will also<br />

be affected if these <strong>investment</strong>s meet the definition of <strong>investment</strong> property. Absent the ability to reconsider fair <strong>value</strong><br />

elections on related debt financing these <strong>investment</strong>s (both recourse and non-recourse), many of these financial<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 2 PricewaterhouseCoopers


institutions could have mismatches, creating unusual net results with liabilities carried at amortized cost. IAS 39.9<br />

allows the classification of such liabilities at FVTPL in order to eliminate a mismatch (where applicable).<br />

This new FASB guidance could also affect owners of “non-traditional” real estate, such as production facilities, power<br />

plants, wind/solar farms, or pipelines, which otherwise may meet the definition of an <strong>investment</strong> property, and which<br />

are subject to “leases,” either directly or through take-or-pay contracts or power purchase contracts <strong>under</strong> ASU 840-10-<br />

15 (<strong>for</strong>merly EITF 01-8). While international standards (International Financial Reporting Interpretations Committee<br />

["IFRIC"] 4) have equivalent lease definitions, whether or not they were considered <strong>investment</strong> property <strong>under</strong> IAS 40<br />

has not been a focus <strong>for</strong> owners of these assets because fair <strong>value</strong> <strong>reporting</strong> has been optional. In addition, due to the<br />

complexities of valuation, historical cost has generally been elected. Since the FASB’s new <strong>investment</strong> property<br />

standard would not allow <strong>for</strong> such an option, the evaluation of whether these are considered “<strong>investment</strong> <strong>properties</strong>” will<br />

be critical.<br />

Banks and other financial institutions also receive property in <strong>for</strong>eclosure (i.e., other real estate owned or “OREO”<br />

assets) that they may hold <strong>for</strong> sale/rent <strong>for</strong> a period of time to maximize their returns/recovery. These OREO assets<br />

may meet the definition of an <strong>investment</strong> property and may be required to change from the current historical cost model<br />

to a fair <strong>value</strong> model once obtained in <strong>for</strong>eclosure until their ultimate disposal.<br />

Many historical cost-<strong>reporting</strong> entities, such as REITs/REOCs, have long disagreed with the concept of depreciating<br />

“appreciating assets,” which has lead them to provide the market with alternative measures of per<strong>for</strong>mance, such as<br />

Funds from Operations (“FFO”). FFO excludes the impact of depreciation of these real estate assets from earnings.<br />

Others have argued that the asset on the balance sheets of REIT and REOCs were not comparable among companies<br />

because property acquisitions are recorded at historical cost at the time of acquisition (which is at different times <strong>for</strong><br />

different acquisitions and different companies) and subsequently were depreciated using a method that doesn’t<br />

necessarily reflect the real economic decline in <strong>value</strong> of a property. These industry participants believe that fair <strong>value</strong><br />

<strong>reporting</strong> would improve the relevance of financial <strong>reporting</strong>. Critics of the fair <strong>value</strong> model note that real estate<br />

valuations are generally level 3 <strong>under</strong> the current fair <strong>value</strong> framework and point to the inherent uncertainty of<br />

valuations and potential differences of assumptions such as market rents or discount and cap rates by different parties<br />

<strong>for</strong> similar <strong>properties</strong>. These critics believe that fair <strong>value</strong> <strong>reporting</strong> would not improve the comparability of financial<br />

statements among different real estate companies. Ultimately, it remains to be seen whether the public markets will<br />

embrace this change or not.<br />

History of <strong>investment</strong> property standard <strong>under</strong> IFRS<br />

Prior to the adoption of IFRS, the accounting <strong>for</strong> <strong>investment</strong><br />

<strong>properties</strong> was governed by local <strong>GAAP</strong>. Although the accounting<br />

in each jurisdiction varied, it generally followed either the<br />

historical cost model or the revaluation model, or an option to<br />

choose between the two. The cost model was based on the<br />

historical cost of the property as adjusted <strong>for</strong> depreciation and<br />

impairment. Under the revaluation model, <strong>properties</strong> were carried<br />

at fair <strong>value</strong>, with changes in fair <strong>value</strong> recorded in equity. The fair<br />

<strong>value</strong> model, in which <strong>properties</strong> are carried at fair <strong>value</strong> with<br />

changes in fair <strong>value</strong> through profit or loss, was generally not<br />

applied internationally prior to the adoption of IAS 40. Under IFRS<br />

(specifically IAS 40), the initial measurement of an <strong>investment</strong><br />

property is its purchase price plus any directly attributable<br />

transaction costs. Subsequent to initial measurement,<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 3 PricewaterhouseCoopers<br />

Global Survey of listed Investment<br />

Property owners*<br />

8%<br />

92%<br />

Applied the fair<br />

<strong>value</strong> model <strong>for</strong><br />

subsequent<br />

measurement<br />

of <strong>investment</strong><br />

property<br />

Applied the<br />

cost model<br />

* In a 2008 global survey of listed <strong>investment</strong> property owners<br />

conducted by PricewaterhouseCoopers - 50 entities surveyed.


management makes a policy election to either carry an <strong>investment</strong> property at fair <strong>value</strong>, or at cost (less depreciation<br />

and impairment).<br />

In practice, the vast majority of companies in most jurisdictions that apply IFRS have elected to carry their <strong>investment</strong><br />

<strong>properties</strong> at fair <strong>value</strong>. In certain jurisdictions, there has been less use of fair <strong>value</strong> because of a lack of valuation<br />

infrastructure or <strong>for</strong> competitive reasons. However <strong>under</strong> IFRS, when a company elects the cost model, they must still<br />

disclose fair <strong>value</strong> in<strong>for</strong>mation. In addition, the adoption of IAS 40 took place during a period when real estate <strong>value</strong>s<br />

were generally increasing, and this undoubtedly created a bias toward the use of the fair <strong>value</strong> model. It is not clear,<br />

however, how the percentage <strong>for</strong> those electing fair <strong>value</strong> would have changed if the adoption of IAS 40 had occurred<br />

in a poor economic environment with declining real estate <strong>value</strong>s. The policy chosen is applied consistently to all of the<br />

<strong>investment</strong> <strong>properties</strong> that the entity owns (i.e., it cannot be applied selectively), and a change from one model to the<br />

other can be made only if it will result in a more appropriate presentation. As noted specifically in IAS 40, however, a<br />

change from fair <strong>value</strong> to cost is not likely to be considered a more appropriate presentation and is generally not<br />

acceptable. Once elected, there is effectively no going back.<br />

Definition of <strong>investment</strong> property <strong>under</strong> IAS 40<br />

Investment property is defined <strong>under</strong> IAS 40 as:<br />

• Property held by the owner; held on a finance lease to earn rentals or <strong>for</strong> capital appreciation; or both<br />

• Existing <strong>investment</strong> property that is being redeveloped <strong>for</strong> continued use as an <strong>investment</strong> property in the future<br />

Effective in 2008, <strong>investment</strong> <strong>properties</strong> in the course of construction or development are also within the scope of IAS<br />

40 (previously they were accounted <strong>for</strong> as Property, Plant, and Equipment ("PPE") at historical cost until the completion<br />

of the construction). Where fair <strong>value</strong> is elected <strong>under</strong> IAS 40, such a property is generally measured at fair <strong>value</strong>;<br />

however, if the <strong>value</strong> of the <strong>investment</strong> property <strong>under</strong> construction is not reliably measurable, it is measured at cost<br />

until the earlier of the date construction is completed or the date at which fair <strong>value</strong> becomes reliably measurable.<br />

The following are examples of <strong>investment</strong> property <strong>under</strong> IAS 40:<br />

• Land held <strong>for</strong> long-term capital appreciation rather than <strong>for</strong> short-term sale in the ordinary course of business<br />

• Land held <strong>for</strong> a currently undetermined future use If an entity has not determined that it will use the land as owneroccupied<br />

property or <strong>for</strong> short-term sale in the ordinary course of business, the land is regarded as held <strong>for</strong> capital<br />

appreciation.<br />

• A building owned by the entity (or held by the entity <strong>under</strong> a finance lease) and leased out <strong>under</strong> one or more<br />

operating leases<br />

• A building that is vacant but is expected to be leased out <strong>under</strong> one or more operating leases<br />

• Property that is being constructed or developed <strong>for</strong> future use as <strong>investment</strong> property<br />

The definition specifically excludes the following:<br />

• Owner-occupied property<br />

• Property intended <strong>for</strong> sale in the ordinary course of business<br />

• Property being constructed on behalf of third parties<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 4 PricewaterhouseCoopers


Leasehold interests<br />

A property interest that is held by a lessee (i.e., a lease “In” or a “Head Lease”) <strong>under</strong> an operating lease may be<br />

classified and accounted <strong>for</strong> as <strong>investment</strong> property, provided that it meets the following criteria:<br />

• All other definition criteria of <strong>investment</strong> property are met<br />

• The operating lease is accounted <strong>for</strong> as if it were a finance lease<br />

• The lessee uses the fair <strong>value</strong> model<br />

This allows leasehold interests <strong>under</strong> operating leases which would otherwise have no carrying <strong>value</strong> to be accounted<br />

<strong>for</strong> as <strong>investment</strong> property. For example, a leasehold interest in land would normally be an operating lease <strong>under</strong><br />

current international leasing standards; without this special treatment, there would have been no asset to reflect at fair<br />

<strong>value</strong>. If the new lease model is finalized as currently proposed, there will no longer be a need <strong>for</strong> this specialization<br />

since there would be a right-to-use asset recorded.<br />

Multipurpose property<br />

Separate accounting should be applied where a property is used <strong>for</strong> both <strong>investment</strong> purposes and administrative<br />

or/productive purposes. One portion should be accounted <strong>for</strong> as an <strong>investment</strong> property and the other as PPE.<br />

Separate accounting can be applied only if it is possible <strong>for</strong> the portions to be sold separately (or leased separately<br />

<strong>under</strong> a finance lease). The existence of a third-party lessee indicates that a separate sale or finance lease is possible.<br />

If they cannot be sold separately, the entire property is treated as <strong>investment</strong> property only if an insignificant portion is<br />

held <strong>for</strong> use in the production or supply of goods or services or <strong>for</strong> administrative purposes.<br />

Services provided to occupants of property<br />

In cases where an entity provides ancillary services to occupants of a property owned by the entity, the property is<br />

considered an <strong>investment</strong> property if such services are a relatively insignificant portion of the arrangement as a whole.<br />

If such services are more significant, such as in a hotel, the property is treated not as <strong>investment</strong> property, but as an<br />

owner-occupied property. Significant judgment is required to determine whether a property qualifies as <strong>investment</strong><br />

property when ancillary services are provided.<br />

Property occupied by group members, associated companies, or joint ventures<br />

In cases where property is leased from one member of a group to another, and occupied by that other, the property is<br />

not an <strong>investment</strong> property from the standpoint of the consolidated group as a whole -- that is, it is not treated as<br />

<strong>investment</strong> property in the consolidated financial statements. However, it may qualify as <strong>investment</strong> property in the<br />

individual financial statements of the group company that is the lessor, if it meets the other conditions set out in the<br />

definition.<br />

Property occupied by an associated company or joint venture accounted <strong>for</strong> using the equity method should be<br />

accounted <strong>for</strong> as <strong>investment</strong> property in the consolidated financial statements. Associates and joint ventures accounted<br />

<strong>for</strong> using the equity method are not part of the consolidated group, and there<strong>for</strong>e the property is not owner occupied<br />

from the group’s perspective.<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 5 PricewaterhouseCoopers


Examples of <strong>investment</strong> property <strong>under</strong> IAS 40<br />

The model does not easily lend itself to broad categorization of <strong>investment</strong> <strong>properties</strong> by property type without<br />

consideration of the facts and circumstance specific to the property. The evaluation of whether a property is considered<br />

<strong>investment</strong> property <strong>under</strong> IAS 40 depends on the nature and purpose of the activities conducted at the property and<br />

which party conducts those activities. Accordingly, careful consideration is warranted of the types and significance of<br />

services rendered. An entity treats a property as <strong>investment</strong> property, even if it provides ancillary services to the tenant,<br />

if those services are considered insignificant to the arrangement as a whole and assuming all other criteria have been<br />

met; <strong>for</strong> example, in a case where the owner of an office building provides security and maintenance services to the<br />

lessees who occupy the building. On the other hand, those services could be significant <strong>for</strong> other property types which<br />

may not qualify as <strong>investment</strong> property. For example, an entity that owns and manages a hotel (or hires a third-party<br />

manager), where services to guests would generally be significant to the arrangement as a whole, may consider the<br />

property to be “owner-occupied property” rather than <strong>investment</strong> property.<br />

The following table illustrates how similar “traditional real estate” property types may be classified differently <strong>under</strong><br />

IAS 40:<br />

Property type Qualifying as <strong>investment</strong> property Not qualifying as <strong>investment</strong> property<br />

Land Land held <strong>for</strong> <strong>investment</strong> or undetermined future<br />

use<br />

Hotel Hotel leased to third-party hotel operator.<br />

Owner’s role is that of a passive investor and<br />

exposure to variability in cash flows is limited.<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 6 PricewaterhouseCoopers<br />

Land held <strong>for</strong> development and sale in the short<br />

term<br />

Hotel managed by owner or third-party hotel<br />

manager. Owner is involved in significant<br />

operating decisions and exposed to variability in<br />

operating cash flows.<br />

Retail store Retail store leased to retailer Retail store owned and operated by retailer<br />

Office building Office building leased to tenant as corporate<br />

headquarters<br />

Apartment building Typical apartment building with long-term leases<br />

and basic services provided to tenants (e.g.,<br />

security and maintenance).<br />

Office building used by owner as corporate<br />

headquarters<br />

High-end apartment building with short-term<br />

leases and significant ancillary services provided<br />

to tenants, including services provided <strong>for</strong> a fee<br />

(e.g., on-site restaurant, health spa).<br />

Since nontraditional real estate, such as power plants, pipelines, cell towers, wind/solar farms, and leases to<br />

franchisees, generally involve substantial ancillary services, there will be significant judgment in the evaluation of<br />

whether these would constitute <strong>investment</strong> property.<br />

Difficulties in applying IAS 40 and <strong>Fair</strong> Value Accounting <strong>for</strong><br />

Investment Property<br />

The following areas may require special attention <strong>under</strong> IAS 40:<br />

• Movement between categories (PPE vs. inventory vs. <strong>investment</strong> property)<br />

• Complexities of valuing development property


• Adequacy of local valuation infrastructure in some jurisdictions and level of available market in<strong>for</strong>mation (impact of<br />

recent financial crisis)<br />

• Frequency of using management valuations vs. external appraisals<br />

• Leasing as lessor: When applying the fair <strong>value</strong> option <strong>under</strong> IAS 40 today , companies generally report rental<br />

income <strong>for</strong> operating leases on a straight-line basis <strong>for</strong> non-cancelable lease terms. <strong>US</strong> entities applying fair <strong>value</strong><br />

accounting as <strong>investment</strong> companies or as pension plans do not apply the straight-line rent model but instead<br />

reflect revenue on a contract accrual basis.<br />

• Leasing as lessee: Today, when applying IAS 40 to <strong>value</strong> an <strong>investment</strong> property, land leases are allowed to be<br />

accounted <strong>for</strong> as “finance leases” in order to have an asset that can be adjusted to fair <strong>value</strong>.<br />

• Deferred tax issues: It is not uncommon <strong>for</strong> international real estate transactions to be effectuated by so-called<br />

“wrapper” transactions (i.e., the purchase of the stock of an entity whose sole asset is the <strong>investment</strong> property).<br />

These entities are often taxable structures. If the transaction is a business combination, this poses a significant<br />

problem with what to do with the “inside” basis differential and related deferred tax liabilities in purchase<br />

accounting. Since this type of transaction is common, it is possible that the deferred taxes will never be paid, but<br />

rather passed on to the next buyer. In addition, transaction costs on a business combination are expensed<br />

immediately.<br />

• Disclosure: How to get transparency and the reality of proprietary in<strong>for</strong>mation when trying to achieve the right<br />

balance between comparability and relevancy of fair <strong>value</strong> <strong>reporting</strong>.<br />

Potential issues in applying an <strong>investment</strong> property standard in the<br />

United States<br />

The overall impact of applying IAS 40 and a requirement of fair <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> is uncertain<br />

and may vary widely <strong>for</strong> specific companies, depending on such factors as property type, market conditions, and when<br />

the property was originally acquired.<br />

In the United States, most <strong>investment</strong> <strong>properties</strong> held by non<strong>investment</strong> companies/pension funds have been reflected<br />

in financial statements using historical-cost models and generally classified as “held-and-used” assets subject to<br />

impairment review. This review requires a two-step approach <strong>for</strong> impairment. If the gross cash flows from property<br />

operations exceed the carrying <strong>value</strong> of the asset, then no impairment write-down is necessary. If the gross cash flows<br />

do not exceed the carrying <strong>value</strong> of the asset, then the asset must be written down to its fair <strong>value</strong>. It is conceivable<br />

that assets that would be impaired on a fair <strong>value</strong> basis have not yet reflected impairment write-downs because of this<br />

two-step approach. Conversely, assets that have been held <strong>for</strong> extended periods of time and that have reflected<br />

significant depreciation charges may require significant write ups.<br />

The FASB has already stated that the proposed ASU will not be identical to IAS 40 because it will not include an option<br />

to use historical cost. However, the writing of the Exposure Draft should not be as easy as taking IAS 40 verbatim and<br />

making the change to eliminate the option to use historical costs. Among other things, a number of technical<br />

corrections would be needed, as well as some integration issues or outright conflicts with other <strong>US</strong> accounting<br />

standards, which would need to be addressed. There are also some practical and regulatory issues to confront. A brief<br />

discussion of each of these issues follows.<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 7 PricewaterhouseCoopers


Technical corrections, integration, and conflict resolution<br />

In addition to eliminating the ability to use historical cost, rule makers will need to consider other technical matters,<br />

including (but not limited to) the following points. Some of these issues may be addressed by the IASB as technical<br />

corrections to standards:<br />

• Revising links to lease accounting – Existing references to lease accounting literature in IAS 40 <strong>for</strong> operating leases<br />

will need to be eliminated, as that literature will no longer exist with the completion of the proposed new leasing<br />

standard. Further, it is likely that the revenue model will convert from the straight-line rent model used today to<br />

something more like a contract accrual basis – which is more consistent with fair <strong>value</strong> accounting <strong>for</strong> <strong>investment</strong><br />

companies. “Leases in” (e.g., <strong>under</strong>lying ground leases) could be accounted <strong>for</strong> consistent with the proposed new<br />

leasing standard, but the resulting asset will need to be included in the carrying <strong>value</strong> of the <strong>investment</strong> property.<br />

• <strong>Fair</strong> <strong>value</strong> premise – It is expected that the fair <strong>value</strong> premise will be consistent with ASC 820 (<strong>for</strong>merly SFAS 157).<br />

Among other things, this will require consideration of “highest and best use” of the property, as well as appropriate<br />

documentation of all significant assumptions. Sensitivity disclosures required by ASU 820 are also difficult to<br />

provide <strong>for</strong> real estate valuations, which are affected by many interconnected assumptions, including discount<br />

rates, cap rates, market rental rates, property operating costs, and capital expenditure costs.<br />

• Reconsideration of existing fair <strong>value</strong> option elections <strong>for</strong> related real estate financing - As part of the<br />

transition to the new Investment Property accounting in the <strong>US</strong>, existing fair <strong>value</strong> option guidance <strong>for</strong> financial<br />

assets and liabilities may need to be modified to allow impacted entities to reconsider existing elections in place <strong>for</strong><br />

financing associated with the <strong>investment</strong> property. Absent the ability to reconsider fair <strong>value</strong> elections on related<br />

financing, entities including financial institutions could have mismatches, creating unusual net results with liabilities<br />

carried at amortized cost.<br />

• Business combinations – There is a perceived conflict with the business combinations guidance in ASC 805<br />

[<strong>for</strong>merly SFAS 141(R)] since most accounting practitioners in the <strong>US</strong> believe that ASC 805 currently includes the<br />

acquisition of rental real estate in its scope as business combinations, which would be defined as <strong>investment</strong><br />

property <strong>under</strong> IAS 40. ASC 805 requires different accounting than the model used <strong>for</strong> <strong>investment</strong> companies -including<br />

whether to expense or capitalize transaction costs; and the requirement <strong>under</strong> ASC 805 to allocate<br />

purchase price amongst tangible and intangible assets and liabilities relating to the lease contracts that may be part<br />

of the <strong>investment</strong> property. The business combination rules <strong>under</strong> ACS 805 and IFRS 3(R) were created <strong>under</strong> a<br />

joint project and are nearly identical. However, internationally, many believe that:<br />

- Investment <strong>properties</strong> would not be considered as businesses <strong>under</strong> IFRS 3(R)<br />

- The guidance to fair <strong>value</strong> <strong>investment</strong> <strong>properties</strong> should specifically exclude <strong>investment</strong> <strong>properties</strong> from<br />

certain aspects of IFRS 3(R), such as expensing transaction costs and allocating purchase basis to<br />

acquired lease intangibles (e.g., above/below market rents, in-place lease <strong>value</strong>, tenant relationship<br />

<strong>value</strong>).<br />

It is expected that IFRS will likely address this issue in connection with its post-two-year implementation review of<br />

IFRS 3(R).<br />

In the United States, substantially all rental real estate is considered a business <strong>under</strong> ASC 805; consequently,<br />

transaction costs are expensed and a portion of the purchase consideration is allocated to lease intangibles. We<br />

believe these issues should be addressed by the FASB in its proposed <strong>investment</strong> property standard. Under the<br />

business combination model, the deferred tax issue <strong>for</strong> “wrapper” transactions is easier to address.<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 8 PricewaterhouseCoopers


Regulatory issues<br />

Many <strong>reporting</strong> entities subject to the regulations of Sarbanes-Oxley Section 404 may have significant practical<br />

concerns about <strong>reporting</strong> the fair <strong>value</strong> of <strong>investment</strong> property, including the ability to rely on valuation experts or<br />

completing real estate valuations themselves. Significant issues include:<br />

• The need to create and/or enhance processes, controls, and systems<br />

• Best practices on valuation methodology and process may involve a significant amount of periodic external<br />

valuations<br />

• Considerations about when to adjust discount/cap rates or market rents<br />

• Property-specific in<strong>for</strong>mation and data-flow <strong>for</strong> changes in events (e.g., such as tenant bankruptcy,, leasing activity,<br />

or changes in cost structure from increased utility, insurance, or tax costs) may not be captured in valuations in the<br />

required financial <strong>reporting</strong> timetable.<br />

Some of the affected companies are in regulated industries, such as banks and insurance companies. It is not yet clear<br />

how, when, or even if regulators will adjust risk-based capital requirements <strong>for</strong> <strong>investment</strong> property. Typically,<br />

regulators do not address such matters until a standard is closer to being issued in final <strong>for</strong>m. Furthermore, some<br />

regulators apply statutory accounting, which may not adopt this model immediately -- or ever.<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 9 PricewaterhouseCoopers


Timetable <strong>for</strong> the proposed standard<br />

The exposure draft could be issued as early as September 2010, with an abbreviated comment letter period ending<br />

contemporaneously with that of the exposure draft on the Lease Project issued in August. If completed, it is expected<br />

that the new <strong>investment</strong> property standard will be adopted concurrently with the proposed new leasing standard, and<br />

that an exclusion from the lease standard will be made <strong>for</strong> lessors of <strong>investment</strong> <strong>properties</strong> accounted <strong>for</strong> at fair <strong>value</strong><br />

in the United States, similar to the one already discussed by the IASB <strong>for</strong> those <strong>reporting</strong> at fair <strong>value</strong> <strong>under</strong> IAS 40. It<br />

is also expected that the adoption dates of the two standards will be aligned even if the finalized release of each<br />

standard is different.<br />

For many public REITs/REOCs, substantial new processes and controls will be needed in moving to an <strong>investment</strong><br />

property standard. In most cases a system-based solution will be the answer. Today, many real estate accounting<br />

systems can transfer key data, such as rent rolls, into valuation software and frequently do so to prepare valuations <strong>for</strong><br />

lenders. This may need to be further refined, and require additional processes to be developed to review and approve<br />

assumptions and output. Given that the potential adoption date of such a standard may be as early as 2013, it is not<br />

too early <strong>for</strong> real estate companies to start considering their systems, processes, and human capital needs as they<br />

consider long-term strategies.<br />

Lease project/<strong>investment</strong> property project timeline and path <strong>for</strong>ward<br />

Phase I<br />

Exposure Draft<br />

(mid-2010)<br />

• Training/awareness<br />

• Preliminary assessment<br />

• Strategic planning <strong>for</strong><br />

the future<br />

• Process and technology<br />

readiness<br />

<strong>US</strong> <strong>GAAP</strong><br />

today…<br />

Assess impact and<br />

determine strategy<br />

Phase II<br />

Final standard<br />

• Issues resolution<br />

• Business strategy<br />

changes<br />

• Systems<br />

changes/upgrades<br />

• Execution<br />

(2011)<br />

• Planning <strong>for</strong> the future<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 10 PricewaterhouseCoopers<br />

Phase III<br />

Project management, communication, knowledge transfer<br />

Effective date<br />

2013/2014<br />

• Go live and business as<br />

usual<br />

• Reporting updates<br />

• Ongoing monitoring<br />

<strong>US</strong> <strong>GAAP</strong><br />

tomorrow<br />

Establish policies and<br />

prepare financial results Embed the new standard


Contact us<br />

If you would like to have a more in depth conversation or require services <strong>for</strong> any of the topics discussed in this<br />

publication, please contact any of the following PwC professionals:<br />

National real estate<br />

Tim Conlon<br />

<strong>US</strong> Real Estate Leader<br />

(New York)<br />

646.471.7700<br />

timothy.c.conlon@us.pwc.com<br />

Industry contacts<br />

Tom Wilkin<br />

National Office Real Estate<br />

Partner<br />

(Florham Park)<br />

973.236.4251<br />

tom.wilkin@us.pwc.com<br />

<strong>Fair</strong> <strong>value</strong> <strong>reporting</strong> <strong>for</strong> <strong>investment</strong> <strong>properties</strong> 11 PricewaterhouseCoopers<br />

John Gottfried<br />

Technical Accounting Group<br />

Partner<br />

(New York)<br />

646.471.3317<br />

john.gottfried@us.pwc.com<br />

Banking Chip Currie frederick.currie@us.pwc.com 973.236.5331<br />

Insurance Jill Butler jill.butler@us.pwc.com 973.236.4678<br />

Utilities Tom McGuinness thomas.mcguinness@us.pwc.com 973.236.4034<br />

Retail Peter Schlicksup peter.j.schlicksup@us.pwc.com 973.236.5259


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