Location: New York
Author: Mark Sunshine
Date: Thursday, May 28, 2009
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Accountants are changing the rules governing most of the shadow banking system and almost no one is noticing. About 10 days ago the Financial Accounting Standards Board confirmed that by year end "securitization accounting" will be different and the changes are likely to have a bigger effect on financial institutions than mark to market accounting. The new accounting rules will make it much harder for financial institutions to count securitizations as "off balance sheet" transactions and will reconsolidate, i.e., put onto the balance sheet, a large number of transactions that are currently accounted for as off balance sheet.

When financial institutions securitize assets and elect off balance sheet accounting treatment they are pretending that neither their securitized assets nor their related secured debt exists. Like a deadbeat dad denying paternity, securitization accounting is designed to avoid admitting responsibility by securitization sponsors.

Most securitizations are a form of secured borrowing executed by banks and other financial institutions. However, "form over substance" securitization accounting encourages securitization sponsors to act as if secured borrowings are really asset sales and thereby decrease the reporting of both their asset size as well as their debt.

When institutions use off balance sheet accounting for secured debt transactions financial ratios are distorted, and transparency is destroyed. No one can tell if securitizing institutions are well capitalized or not and whether their operating performance is consistent given the scope of their operations.

As a result of securitization accounting financial institutions like Bear Stearns, Lehman Brother, Citigroup and Merrill Lynch appeared much less leveraged, and much more profitable, than they really were. The "granddaddy" of securitization shops, Citigroup, at one time had more than $1 trillion of assets that it reported as "off balance sheet". Citigroup pretended that the $1 trillion of off balance sheet assets were orphans; they just appeared one day on Citigroup's doorstep. Simple financial measures such as net interest spread and asset quality and profitability ratios were vastly distorted by Citigroup's orphans.

The securitization accounting rules also facilitated the "originate for sale" shadow banking system that lead to sub-prime and other consumer and commercial lending abuses.

The new securitization accounting rules are supposed to enhance transparency and make it much tougher for financial institutions to pretend that they don't own their assets. But, no one is really sure how the changes will play out in the real world marketplace. The new rules may enhance transparency. On the other hand, mechanical application of new and complicated rules may confuse already incomprehensible reporting. Retro-active application of the rules may highlight how dangerously undercapitalized some financial institutions remain and may spark a new round of loss of confidence. Simplifying the rules may help restart the securitization marketplace and help the economy, but then again they may be another nail in the capital markets coffin.

I don't know what this all means because I never understood the old rules and don't know what the new rules will do to financial reporting. There is a Wall Street sub-culture that holds itself out to be "securitization accounting" experts. Personally, I never bought the "snake oil" that these guys were selling. I don't think that the so called experts have a clue what is going to happen when the new rules are enacted and if they don't know the media certainly has no clue which is why there hasn't been much reporting of this accounting change.

It's a good idea to fix securitization accounting rules and I support the effort; just not the way that reform is playing itself out. In fact on December 4, 2008, I wrote a letter to then President Elect Obama suggesting that reforming securitization accounting needs to be a cornerstone of financial institutions reform. The following is from my December 4th letter:

If accounting rules matter, bad regulatory accounting rules matter even more. About 20 years ago bad regulatory accounting rules were enacted that apply to all banks and have the unintended side effect of encouraging the worst excesses of the securitization market. These rules reward banks that use the OPM model (i.e., "other people's money") to finance assets and penalizes banks that want to create well capitalized investment structures. These bank regulatory rules virtually mandate the "originate and sell" model of finance and need to be fixed immediately. Generally accepted accounting practices have run amok trying to work around the bad bank regulatory rules. The accounting industry is about to "reform" the rules relating to securitization accounting in FAS rule 140 but the new rules continue to make a mess of things. An interagency initiative is needed to fix this mess. And, interagency cooperation will only happen with Presidential leadership.

The problem with the current securitization accounting reform initiative is that it isn't interagency reform but rather unilateral work of the Financial Accounting Standards Board which has at best mixed motivations. Until securitization reform is a joint effort of all constituencies that are affected it won't work.

The U.S. needs a joint task force to address this issue including the SEC, OCC, FDIC, Federal Reserve and state insurance commissioners. Regulatory and statutory accounting rules must be conformed to financial accounting and disclosure. Securitization reform is needed but ad hoc and piecemeal reform is probably worse than no reform and what we are getting is ad hoc reform.

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