Sale Leaseback – Everything You Need to Know
September 11, 2019
Companies can choose several ways to finance an asset. One of the more creative ways is a sale leaseback transaction. In this article, we’ll define “What is a leaseback?” and provide an example. Explicitly, we’ll concentrate on the sale leaseback of aircraft and yachts (maritime vessels). Furthermore, we’ll evaluate the pros and cons of a leaseback to see if one is right for you. Finally, we’ll explain how Assets America® can help you execute a sale-leaseback transaction and answer some important FAQs.
What Is a Leaseback?
A leaseback, or sale leaseback (SLB), is an arrangement between two parties. Specifically, one party (the seller/lessee) that owns an asset sells the asset to the second party (the buyer/lessor). Then, the seller/lessee leases the asset back from the buyer/lessor. Frequently, sale-leaseback assets are commercial real estate properties such as multifamily properties, office buildings, retail properties, and more.
However, Assets America normally does not engage in CRE leasebacks. Nonetheless, we do engage in leasebacks for yachts and aircraft (Y&A) with transactions starting at $10 million with no upper limit! Therefore, we will devote the remainder of this article to Y&A sale leasebacks.
Video: What is a Sale Leaseback? – For a Business Owner
How Assets America® Can Help
Assets America® offers sale leaseback financing for aircraft, large ships and all sorts of large maritime vessels including, but not limited to: general cargo vessels, tankers, container ships, dry bulk carriers, multi-purpose vessels, LNG carriers ocean-going construction lift platforms, oil rigs and platforms, large cruise ships and a myriad of other vessels.
If you wish to finance an airplane or jet, or alternatively if you wish to finance a large maritime vessel or yacht, we can help. We offer SLB financing starting at $10 million, with no upper limit. That means we’ll be happy to finance a jumbo jet (or an entire fleet of jumbo jets) or oil tanker, not only private jets and yachts. Call us today for a free consultation or simply fill out the below form and we’ll respond promptly!
Pros and Cons of Sale Leasebacks
Both the seller-lessee and the buyer-lessor must consider the pros and cons of a sale leaseback transaction before proceeding. Generally, a sale leaseback provides rational economic incentives to both parties. However, the parties must take care to comply with accounting standards or else an SLB transaction can fail.
Pros for the Buyer-Lessor
- Cash Flows: A sale leaseback allows the buyer-lessor to collect rental income from the seller-lessee. Thus, the buyer-lessor establishes a known return on the asset it buys. Obviously, the present value of the return on the asset must exceed the cost to purchase. Therefore, the SLB strengthens the financial position of the buyer-lessor.
- Benefits of Ownership: The buyer-lessor owns the property and can therefore receive additional benefits from the asset after lease expiration. Additionally, the buyer-lessor can depreciate the property for a non-cash tax-deduction. Finally, the buyer-lessor can repossess the asset if the seller-lessee defaults on its lease payments. Potentially, this gives the buyer-lessor the opportunity to lease the property to a new lessee at a higher rate.
Pros for the Seller-Lessee
- Raising Capital: A sale leaseback allows the seller-lessee to quickly collect sale proceeds from the buyer-lessor, thus potentially increasing the buyer-lessor’s liquidity. Simply stated, this type of transaction can free up available cash for the buyer-lessor. Naturally, a seller-lessee can use this money for other purposes while still retaining its use and enjoyment of the asset. Obviously, a cash-strapped seller-lessee will find this arrangement especially useful.
- More Effective Financing: The seller-lessee’s all-in cost for an SLB is lower than the costs for mezzanine financing and other schemes. Furthermore, an SLB might be the lowest-cost alternative for companies with poor credit.
- Higher Sales Price: A CRE SLB will often fetch a higher sale price than would the sale of a vacant property. In fact, an SLB makes the most sense when property values are high and lease rates are low. Because the lessee is also the seller, it has substantial bargaining power in structuring the lease. Specifically, the seller-lessee can insist on the lease term, early termination terms, and exacting purchase options at lease expiration.
- Transfer of Tax Ownership: The sale leaseback transfers tax ownership and other obligations to the buyer-lessor. At the same time, the seller-lessee can deduct the lease payments in the year incurred. These deductions may be more advantageous than deductions for depreciation and interest expense available to the owner.
- Full Financing: The parties can structure an SLB to finance up to 100% of the asset’s value. Most mortgages provide only 65% to 80% financing. Therefore, the seller-lessee can commit less equity to the lease and use the cash liquidity elsewhere.
- No Financial Covenants: SLB agreements seldom place restrictive covenants on the seller-lessee. Other forms of financing might insist upon restrictive covenants that reduce the seller-lessee’s financial flexibility.
Cons-for the Buyer-Lessor
- Market Risk: The value of the asset might decrease faster than anticipated. In fact, the asset might become impaired and force a write-off after the lease ends.
Cons for the Seller-Lessee
- Balance Sheet: Recent accounting rule changes make it unlikely that the seller-lessee can carry the lease off-balance sheet. Normally, the only off-balance-sheet leases now permitted are leases with a term of less than one year. Specifically, you can report short-term leases in the financial statement footnotes instead of on the balance sheet. However, all other leases must appear on the balance sheet.
- Non-Optimum Price: The asset might have certain physical defects or characteristics that prevent an optimum sale price. Poor market conditions, such as slack demand or plentiful supply, can hurt sale price.
Sale Lease Back Accounting
Without doubt, sale lease back accounting can be complicated. The parties must draw an agreement that meets accounting standards or else the SLB transaction will fail. In this section, we’ll review the conditions necessary for a successful sale-leaseback transaction. Then we’ll describe the accounting entries from both parties’ points of view.
Sales Leaseback Terms
The seller-lessee uses the following terms in sale lease back accounting:
- Right of Use (ROU) Asset: The seller-lessee carries an ROU asset on its balance sheet. The value of the asset is the initial lease liability amount plus initial direct costs and lease payments. These are payments the seller-lessee makes before the lease commences. The seller-lessee must subtract any lease incentives from the ROU asset value.
- Lease Liability: This is the present value of the lease payments when you use the lease-specified discount rate. If the lease specifies no discount rate, you use your incremental borrowing rate. The seller-lessee must recognize the lease liability on its balance sheet.
- Cap Rate: The cap rate, or lease factor, is an implicit financing rate included within rental payments. This rate is generally higher than comparable-term mortgage rates. Typically, an SLB is non-recourse, which also adds to the cap rate. Thus, SBL financing is costlier than senior debt but less costly than mezzanine financing.
Qualifying as a Lease
A contract must satisfy these criteria to be a lease:
- Identification: The contract must identify a physically distinct asset, or the lessee must receive all of the asset’s capacity. The lessor does not have the right to substitute the asset. In addition, the lease must identify the payment terms.
- Obligations: The parties must approve and commit to their obligations under the contract. Furthermore, the seller-lessee must be likely to collect the sale price of the asset.
- Benefit: The lessee must receive substantially all the economic benefit from the asset.
- Use: The lessee can directly use the asset in the ways it wants.
Lease Types
For the buyer-lessor, an SLB is an operating lease. All other leases are finance leases. Leases with a term greater than one year are long-term leases and must appear on the balance sheet.
For the seller-lessee, an SLB can be either an operating or finance (aka capital) lease. The seller-lessee can keep a short-term lease off the balance sheet.
An SLB fails if the buyer-lessor transfers control back to the seller-lessee during the leaseback phase. Then, the leaseback operating lease becomes a finance lease for the seller-lessee and a sales-type lease for the buyer-lessor.
Also, an SLB fails if the seller-lessee guarantees the value of the leased asset during the leaseback phase. Then, the operating lease becomes a finance lease for the seller-lessee and a direct financing lease for the buyer-lessor.
Sale Criteria
For an SLB transaction to be valid, the asset sale must satisfy these two accounting requirements:
- There must be a mutually executed contract between the parties.
- The buyer-lessor must obtain control of the asset. That is, the buyer-lessor must have legal title, must assume the risks and rewards of ownership, and must pay the seller.
Rights to Repurchase
Normally, an SLB will fail if the seller-lessee has the right or obligation to repurchase the asset at lease-end. The seller-lessee uses a forward agreement to establish the obligation to repurchase. However, it will use a call option if it wants merely the right, not the obligation, to repurchase.
Note that there are certain exceptions to SLB failure due to a repurchase clause. The SLB transaction will not fail if both of the following are true:
- The seller-lessee’s option has a strike price equal to the asset’s then-prevailing fair value.
- The seller-lessee can readily purchase the equivalent asset in the marketplace.
Rights to Sell
The buy-lessor may include a right to forcibly sell the asset back to seller-lessee. The buyer-lessor exercises a put option to create the forward obligation that forces the seller-lessee to repurchase. If the put’s strike price is higher than the prevailing fair value or the original selling price, the SLB fails. At that point, the SLB becomes a finance lease.
However, if the strike price is below prevailing fair value and the original selling price, the SLB doesn’t necessarily fail. Under these circumstances, the buyer-lessor has no economic incentive to exercise the put option.
Sale Lease Back Accounting for Lessor
The buyer-lessor treats the SLB as an operating lease, with two important consequences:
- The buyer-lessor recognizes the asset on its balance sheet and deprecates it over its useful life. It must recognize the asset’s fair value on the balance sheet. If the buyer-lessor purchases the asset for less than fair value, it must recognize the difference as additional financing. Conversely, if the buyer-lessor pays above the fair value, it must treat the excess as a rent prepayment.
- The buyer-lessor’s income statement combines lease revenues and expenses on a gross basis.
During the first year, the buyer-lessor must make these journal entries for an operational lease:
- Receipt of lease income as cash
- Depreciating the asset and accumulating the depreciation
Sale Lease Back Accounting for Lessee
The seller-lessee accounts for the SLB as an operating lease. Except for short-term leases, it must recognize the ROU asset and lease liability on its balance sheet. It records separate payments for lease interest and principal (i.e., the present value of the lease payments).
During the first year, the buyer-lessor must make these journal entries for an operational lease:
- Recognizing the initial sale of the asset for cash
- Recognizing the ROU asset and the lease liability
- Amortizing the lease liability and depreciating the ROU asset
- Recognizing the present value of annual lease payments as a lease expense against cash
Sale Leaseback Example
For example, let’s say a seller-lessee arranges an SLB for a jet airplane selling for $26.2 million. The seller’s book value of the jet is $24 million. The buyer-lessor then provides a three-year lease for $10 million per year. The cap rate on the lease is 7%. The jet has three years of remaining life, and the lease is non-renewable.
Video: Sale and Leaseback Example
Seller-Lessee Viewpoint
The seller-lessee will make the following lease payments. Note that principal payments are present values.
|
Seller-Lessee Annual Lease Payments ($M) |
|||
|
Year |
Payment |
Interest |
Principal (PV) |
|
1 |
$ 10 |
$ 1.8 |
$ 8.2 |
|
2 |
$ 10 |
$ 1.3 |
$ 8.7 |
|
3 |
$ 10 |
$ 0.7 |
$ 9.3 |
|
Total |
$ 30 |
$ 3.8 |
$ 26.2 |
The first year journal entries, in $ millions, are:
-
- Debit Cash $24
- Credit Jet $24
- Present value of lease payments:
-
- Debit Right-of-Use (ROU) $26.2
- Credit Lease Liability $26.2
-
- Debit Lease Expense $10
- Credit Cash $10
- Depreciation of ROU Asset:
-
- Debit Lease Liability $8.7
- Credit ROU $8.7
Buyer-Lessor Viewpoint
The buyer-lessor will receive the following lease payments. Note that reductions in investment are present values.
|
Buyer-Lessor Annual Lease Receipts ($M) |
||||
|
Year |
Receipt |
Interest |
Accretion of Other Income |
Reduction in Investment (PV) |
|
1 |
$ 10 |
$ 1.8 |
$ 0.7 |
$ 7.5 |
|
2 |
$ 10 |
$ 1.3 |
$ 0.7 |
$ 8.0 |
|
3 |
$ 10 |
$ 0.7 |
$ 0.8 |
$ 8.5 |
|
Total |
$ 30 |
$ 3.8 |
$ 2.2 |
$ 24.0 |
The first year journal entries, in $ millions, are:
- Lease payments received:
- Debit Cash $10
- Credit Lease Income $10
- Depreciation of jet
- Debit Depreciation Expense $8
- Credit Accumulated Depreciation $8
Airplane Financing and Leasebacks
SLB transactions are quite common in the aircraft industry. They provide the seller-lessee with greater flexibility for tax planning and a method of financing. Also, SLB removes mortgage debt from seller-lessee’s balance sheet and frees up equity invested in aircraft. Another benefit is that the lessee shifts resale risk to the buyer-lessor. Clearly, in an industry where aircraft can become obsolete, shifting resale risk is important. Of course, the lease can give the seller-lessee the option to repurchase the aircraft at lease-end.
Yacht Financing and Leasebacks
Yachts and marine vessels can use SLB financing much like the aircraft industry uses it. One interesting twist is when the yacht owner is the buyer-lessor. This is popular with companies that sell and charter yachts. As the yacht owner, you can lease the yacht back to the company that sold you the vessel. The seller-lessee then charters your boat when you aren’t using it. The seller-lessee charters boats to prospective buyers for testing before purchase. Additionally, the seller-lessee will dock your boat for you. In return, the seller-lessee can offer you special discount pricing and pay you a percentage of net charter revenues. You can also earn a commission on every sale that involved your boat.
Is a Sale-Leaseback Right for Me?
An SLB is a good way to finance the purchase of an asset when a mortgage is not available. For example, an SLB might be handy if your credit is poor. In addition, you can reap certain benefits from an SLB that we described earlier. Of course, an SLB is a rather specialized form of financing. Clearly, you can’t use it in place of a construction loan. However, you might be able to use an SLB instead of a more expensive mezzanine loan.
Sale and Leaseback FAQs
Why would you do a sale leaseback?
A sale leaseback lets you free up the equity you’ve invested in an asset. Normally, an asset requires an equity contribution of at least 20% and higher. An SLB generates cash that includes a return of your equity and substitutes it with a lease.
How do you calculate a lease factor?
The lease factor is the annual interest rate built into the lease. It is equal to the lease charge divided by the product of the lease term times the sum of capitalized and residual costs. You can calculate the monthly lease factor by dividing the annual rate by 12.
How does a sale leaseback work?
In a sale leaseback, you sell an asset such as real estate or equipment to a buyer. Then, the buyer immediately leases the asset back to you. In this way, you can continue to use the asset without owning it.
How does an equipment sale-leaseback work?
You can finance equipment such as oil rigs, marine vessels, aircraft, and other assets through an SLB. Then you become a seller-lessee of the asset, leasing it from the buyer-lessor. As a result, you receive certain financial and tax benefits from an equipment sale and lease back along with the additional cash liquidity.
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