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Securitized profits: understanding gain on sale accounting.

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EXECUTIVE SUMMARY

* Securitizations in the mortgage industry are collateralized with home or commercial mortgage loans and are packaged into mortgage-backed securities (MBS) that are sold to institutional investors seeking to realize higher returns on investment-grade debt instruments compared with other securities of similar credit quality.

* Mortgage bankS generate revenue through interest income, the sale of loans and loan servicing income. Loan sales are usually structured as whole loan sales, loans securitized and accounted for as a sale, and loans securitized and accounted for as financing.

* A gain on sale of loans can be either a cash gain or a non-cash gain. When the sale is accounted for as financing, no gain is recognized. When loans are securitized and accounted for as financing, a company recognizes interest income on the mortgage loans and interest expense on the debt securities (as well as ancillary fees) over the life of the securitization, instead of recognizing a gain or loss upon closing of the transaction.

* In recording a gain on the sale of loans securitized and accounted for as a sale, two accounting estimates need to be made: (1) the value of the retained interest and, if applicable, (2) the value of the mortgage servicing rights. Both require the projection of future cash flows that are derived from loans that underlie the MBS. The fair values of each of these assets are based on a series of key assumptions that can significantly impact their fair value and are determined by management judgment.

* In the recent past many banks followed a business model of originating mortgage loans and then passing all or most of the risk to the capital markets. This model is now less popular, but securitization is by no means dead. The segregation of risk to allow a greater degree of leverage is what the world of finance is all about and will continue to be in the future, albeit in potentially different forms.

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In the wake of the subprime meltdown, many investors in struggling mortgage banking companies have been asking themselves how these companies could have been recording such huge profits on the sales of bad loans. The answer is simple. These companies were required by existing accounting guidance to record a gain or loss on the sales of these loans based upon future estimates of economic conditions, interest rates and borrower default rates.

A proper appreciation of gain on sale accounting requires an understanding of the basic definition of a securitization. Asset-backed finance expert Richard A. Graft defines a securitization as "the process by which loans, consumer installment contracts, leases, receivables, and other relatively illiquid assets with common features are packaged into interest-bearing securities with marketable investment characteristics."

Securitizations in the mortgage industry are collateralized with home or commercial mortgage loans and are packaged into mortgage-backed securities (MBS). MBS are sold to various institutional investors that seek to realize higher returns on an investment-grade debt instrument compared with other securities with similar credit quality.

How MORTGAGE BANKS MAKE MONEY

Mortgage banks commonly originate, finance, securitize, sell and service various types of mortgage loans secured by some type of real estate, typically a single-family residence. Subprime mortgage banks lend to borrowers who do not meet the underwriting guidelines that would typically permit their loan to be sold to Fannie Mae or Freddie Mac, such as a high loan-to-value ratio, absence of income documentation, a short credit history, a high level of consumer debt, or historic credit difficulties. The banks charge a higher interest rate to these borrowers because the loans are at greater risk of default.

A warehouse facility is a line of credit extended by a financial institution to fund the purchase or origination of new mortgages. Mortgage banks rely on these facilities to fund continuing operations during the short period after a loan is originated, usually two to four months, until the mortgage is sold or securitized. When the loan is sold or securitized, the proceeds from the disposition are used to repay the warehouse facility.

Mortgage banks generate revenue in three ways:

Interest income. Interest income is generated over the life of loans that have been securitized in structures requiring financing treatment (as opposed to sale treatment) for accounting purposes; loans held for investment; loans held for sale; and loans held for securitization.

The sale of loans. A gain or loss is recorded when a company sells the loans.

Loan servicing income. Loan servicing income represents all contractual and ancillary servicing revenue for loans a company may service for others, net of amortization of mortgage servicing rights, if applicable.

HOW LOANS ARE COMMONLY SOLD

Loan sales have historically been structured in three ways:

Whole loan sales. A company sells all rights, title and interest to a pool of loans in exchange for cash that equals the loans' market value. The loans can be sold with servicing retained (the company continues to service the loans for the purchaser) or servicing released (the purchaser services the loans).

Loans securitized and accounted for as a sale. A company sells or transfers a pool of loans to a trust and may or may not hold a residual interest for the right to receive a portion of future cash flows. A residual interest is an on-balance-sheet asset that represents a retained beneficial interest in a securitization. Servicing can either be released or retained but is generally retained.

Loans securitized and accounted for as a financing. The loans remain on the company's balance sheet, retained interests are not created, and debt securities issued in the securitization replace the warehouse debt originally associated with the securitized loans. Servicing can either be released or retained but is generally retained.

In the first two instances, the transaction is structured as a sale for legal and accounting purposes. In the last instance, the transaction is legally structured as a sale, but for accounting purposes is recognized as a financing and accounted for using the guidance of FASB Statement no. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities--a replacement of FASB Statement No. 125.

RECOGNIZING A GAIN ON THE SALE OF LOANS

A gain on the sale of loans can be either a cash gain or a non-cash gain. When the sale is accounted for as a financing, no gain is recognized. When loans are securitized and accounted for as a financing, a company recognizes interest income on the mortgage loans and interest expense on the debt securities as well as ancillary fees over the life of the securitization, instead of recognizing a gain or loss upon closing of the transaction. No servicing right is created for this type of transaction.

When a gain is recorded by a company, it is recognized at the time of sale. The gain on sale of a pool of loans is determined by allocating the carrying value of the underlying loans between the loans sold and the interests the company continues to hold, based on their relative fair values. The gain on sale is the difference between the proceeds received from the sale and the cost allocated to the loans sold. The proceeds include cash and other assets obtained (primarily mortgage servicing rights) less any liabilities incurred (that is, liabilities for representations and warranties or other recourse provisions).

Cash gains are recorded when whole loans are sold and when no interests in the loans or mortgage servicing rights are retained. The cash gain is the difference between the cash proceeds and the cost basis of the loans on the company's books. No estimation of the fair value for retained interests and mortgage servicing rights is required. Non-cash gains are recorded when the company retains an interest in the loans sold and/or retains the mortgage servicing rights for the loans. This requires the company to determine the fair value of the retained interest and mortgage servicing rights generated by the transaction.

A robust secondary market does not currently exist in which to value the retained interest in the loans held by a company The fair value, therefore, is most commonly based upon an estimate of discounted net future cash flows that include assumptions related to future interest rates, future credit losses and future prepayment speed. Net future cash flow equals the interest and prepayment penalties paid by loan holders, less payments to other applicable parties, estimated credit losses, mortgage insurance fees, guarantee fees and trustee fees. In addition, the receipt of such cash flows may be delayed to the extent that the loan sale agreement does not require cash flows to be paid to the company until they exceed certain levels specified in such agreements.

Effective for fiscal years beginning after Sept. 15, 2006, companies adopted FASB Statement no. 156, Accounting for Servicing of Financial Assets, which amends Statement no. 140. Statement no. 156 changes the prescribed accounting for, and reporting of, the recognition and measurement of separately recognized servicing assets and liabilities. Upon Statement no. 156's adoption, a company must first record servicing rights at fair value. Then it may choose to either subsequently measure its mortgage servicing rights at fair value and report changes in fair value in earnings, or amortize its mortgage servicing rights in proportion to and over the estimated net servicing income or loss and periodically assess the servicing rights for impairment or the need for an increased obligation.

In the event of impairment, an adjustment is recognized on the company's income statement. Before Statement no. 156 was adopted, a company was required to hold mortgage servicing rights on its balance sheet at the lower of cost or market and amortize them in proportion to and over the estimated net servicing income or loss. When a transaction is structured as a securitization and accounted for as a financing, no mortgage servicing rights are recorded.

Unlike retained interests, mortgage servicing rights do have a secondary market. The problem is market prices are not always readily available and can be from service brokers, third-party market appraisers and market transactions a company has direct knowledge of. Therefore, these "market prices" are most commonly used to validate an internally generated valuation model. One typical valuation model for estimating the fair value of mortgage servicing rights is based upon the present value of estimated net future cash flows related to contractually specified services, which may also include the rights to prepayment penalties.

Key assumptions that are used to value mortgage servicing rights include prepayment speeds and discount rates. Changes in fair value of the mortgage servicing rights consist of two primary components: (1) a reduction in fair value due to the realization of expected cash flows from the mortgage servicing rights and (2) a change in value resulting from changes in discount rates and prepayment speed assumptions, primarily due to changes in interest rates and other market factors (see Exhibit 1).

RECORDING PROFITS ON THE SALE OF POTENTIALLY BAD LOANS

As noted above, in recording a gain on the sale of loans securitized and accounted for as a sale, two accounting estimates need to be made: (1) the value of the retained interest and, if applicable, (2) the value of the mortgage servicing rights. Both require the projection of future cash flows that are derived from loans that underlie the MBS. The fair value of each of these assets is based on a series of key assumptions that can significantly impact their fair value and are determined by management judgment. Similar to the valuation issues that have historically plagued hedge fund and private equity investments, any security that lacks a robust secondary market is complex and difficult to value and results can fall in a range of reasonably acceptable and justifiable values.

In addition, when a company chooses to sell its loans to a third party, typically it enters into agreements in which it will buy back the loans within six to 18 months. For example, an obligation to repurchase the loan can occur if (a) the loan is repaid prematurely, (b) an early payment default occurs or (c) the loan violates any other representation and warranty the company provided to the buyer. To account for this uncertainty, a company reserves a certain amount on its balance sheet, called a repurchase reserve, which it can draw upon to buy back the loan. This reserve is also based upon a series of estimates such as the percentage of losses and the severity of the losses on the loans sold.

The complexities in estimating the value of multifaceted assets lacking an active secondary market, as well as appreciation for the different ways a company may account for their value, requires that financial managers who utilize this type of financing endeavor to be knowledgeable of and accept the additional financial reporting risk inherent in these transactions. Consideration should be given to using a third-party valuation of these assets or liabilities to bolster the company's fair value measurements.

WHAT'S AHEAD

In the recent past many banks followed a business model where they would originate mortgage loans and then pass all or most of the risk to the capital markets. This model is now less popular and will probably never again be utilized to the same degree. However, securitization is by no means dead. The use of securitization allows lenders to glee preference over others in relation to specific assets through a bankruptcy-remote entity The segregation of risk to allow a greater degree of leverage is what the world of finance is all about; it will continue into the future albeit in potentially different forms.

In considering the potential risks that face investors, in January 2003, PASB added a new project to its technical agenda to address the transfer of financial assets and propose amendments to Statement no. 140. FASB issued an exposure draft with proposed changes to Statement no. 140 on Aug. 11, 2005, seeking comments and also issued three FASB Staff Positions, one in April 2003, another in November 2005 and the most recent in February 2008 to provide additional guidance (see sidebar "Relevant GAAP").

FASB plans to issue an amended exposure draft on FASB Statement no. 140 in the second quarter of 2008 and, along with other considerations, FASB has indicated that it will most likely address the removal of the qualifying special purpose entity (QSPE) concept in favor of a linked-presentation model. The proposed linked presentation model would require secured financings that meet certain specified criteria to present the assets and associated liabilities as linked on the face of the balance sheet with a resulting net position. This new model could potentially have a dramatic effect on the way companies currently account for securitizations.

Relevant GAAP

Below is a partial list of available resources for further research on this topic:

Current Accounting Guidance

* FASB Statement no. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities--a replacement of FASB Statement No. 125, www. fasb.org/pdf/fas140.pdf

* FASB Staff Position 140-1, Accounting for Accrued Interest Receivable Related to Securitized and Sold Receivables under FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, www.fasb.org/pdf/fsp_fas140-1.pdf

* FASB Staff Position 140-2, Clarification of the Application of Paragraphs 40(b) and 40(c) of FASB Statement No. 140, www.fasb.org/pdf/fsp_fas140-2.pdf

* FASB Staff Position 140-3, Accounting for Transfers of Financial Assets and Repurchase Financing Transactions, www.fasb.org/pdf/fsp_fas140-3.pdf

* FASB Statement no. 156, Accounting for Servicing of Financial Assets--an amendment of FASB Statement No. 140, www.fasb.org/pdf/fas156.pdf

* FASB Statement no. 157, Fair Value Measurements, www.fasb.org/pdf/fas157.pdf

Proposed Guidance

* Amendment of FASB Statement No. 140: Project Updates for the Transfers of Financial Assets. Includes a summary of decisions reached, next steps, links to the minutes of previously held board and public meetings and the history and background of the project, www.fasb.org/project/transfers of financial_assets.shtml

* Exposure Draft issued on Aug. 11, 2005, Proposed Statement of Financial Accounting Standards Accounting for Transfers of Financial Assets--an amendment of FASB Statement No. 140, www.fasb.org/draft/rev_ed_qspe_amend_st140.pdf

Other Information

* SEC Final Rule: Asset Backed Securities; Release No. 33-8518, effective as of March 8, 2005. Details new and amended rules and forms that address the registration, disclosure and reporting requirements for asset-backed securities under the Securities Act of 1933 and the Securities Exchange Act of 1934, www.sec.gov/rules/final/33-8518.htm

* Securities Industry and Financial Markets Association (SIFMA) MBS and Securitized Products Division, www.sifma.org/capital_markets/mbssec.shtml

* American Securitization Forum, www.americansecuritization.com

* Federal Home Loan Mortgage Corporation, www.freddiemac.com

* Federal National Mortgage Association, www.fanniemae.com

* Government National Mortgage Association (GNMA), www.ginniemae.gov

AICPA RESOURCES

JofA article "Getting a Handle on Loan Fees," Aug. 07, page 48

Publication

Depository and Lending Institutions: Banks and Savings Institutions, Credit Unions, Finance Companies, and Mortgage Companies (CD-ROM, #DDLXX; online, #WDL-XX).

Conference

AICPA National Banking School, Charlottesville, Va., May 11-16 (#BSCH08)

For more information or to make a purchase or register, go to www.cpa2biz.corn or call the Institute at 888-777-7077.

Kenneth F. Fick, CPA/ABV, is a director in the forensic and litigation practice of FTI Consulting Inc. His e-mail is ken.fick@fticonsulting.com. The views expressed in the article are held by the author and are not necessarily representative of FTI Consulting Inc.
Exhibit 1

Example of Gain on Sale Transaction

Consider the gain on a securitization where the carrying amount of
the underlying loans is $100 million. The transaction is accounted
for as a sale to a qualified special purpose entity per Statement
no. 140. and the mortgage servicing rights are retained and
accounted for at fair value with the changes in fair value reported
in earnings. An example of this would be calculated as follows:

The MBS securities are sold to investors in three classes. Class A
has the highest priority for repayment. Class B is subordinate to
Class A, and Class C is subordinate to Class B. Each security is
sold at par or discounted to account for the risks associated with
how the cash flows are prioritized. The retained interest and the
mortgage servicing rights are also fair valued.

Deal Structure
 Notional Amount Discount Fair Value

Class A $ 50,000,000 100% $ 50,000,000
Class B $ 25,000,000 97% $ 24,250,000
Class C $ 25,000,000 95% $ 23,750,000
Retained Interest $ 5,000,000
Mortgage
 Servicing Rights $ 2,000,000
 $ 100,000,000 $ 105,000,000

The $100M cash proceeds from the sale must now be allocated
to the carrying amount of each portion of the securitization.

 Allocated
Allocation Fair Value % of Total Carrying
of Carrying Amount

Class A $ 50,000,000 47.62% $ 47,619,048
Class B $ 24,250,000 23.10% $ 23,095,238
Class C $ 23,750,000 22.62% $ 22,619,047
Retained Interest $ 5,000,000 4.76% $ 4,761,905
Mortgage Servicing
 Rights $ 2,000,000 1.90% $ 1,904,762
 $ 105,000,000 100.00% $ 100,000,000

After determining the value for both the securities sold or retained
and allocating the costs to each piece of the securitization, you
can now calculate the gain.

Calculation of Gain

 Proceeds of Sale

 Net Proceeds of the Sale of Securities: $ 98,000,000
Morttage Servicing Rights at Fair Value: $ 2,000,000
 $ 100,000,000

 Allocated Costs

 Total Allocated Carrying Amount
 of Securities Sold: $ (93,333,333)
 Allocated Carrying Amount of Mortgage
 Servicing Rights: $ (1,904,762)
 $ 95,238,095

 Other Costs
 Transaction Costs: $ (1,000,000)
 Pre-Tax Gain: $ 3,761,905

The journal entry to represent the sale and gain would he as follows:

Journal Entry Debit Credit

Cash Less Transaction Costs): $97,000,000
Retained Interest: $4,761,905
Mortgage Servicing Rights: $2,000,000
 Net Carrying Value of Loans: $100,000,000
 Pre-Tax Gain on Sale of Loans: $3,761,905

* Retained Interest: $238,095
 Equity--Other Comprehensive Income: $238,095

* Note: In this example, an entry is used to adjust retained
interest to fair value ($5,000,000 - $4,761,905 = $238,095).
Other alternative methods exist to make the adjustment.
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Author:Fick, Kenneth F.
Publication:Journal of Accountancy
Date:May 1, 2008
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