UNIVERSITY OF CALIFORNIA
GASB STATEMENT NO. 48
SALES AND PLEDGES OF RECEIVABLES AND FUTURE REVENUES AND
INTRA-ENTITY TRANSFERS OF ASSETS AND FUTURE REVENUES
Table of Contents
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Table of Contents, Page 1 of 2
1. INTRODUCTION 1
2. OVERVIEW OF THE ASSESSMENT PROCESS RELATED TO A TRANSACTION
INVOLVING EXISTING RECEIVABLES 3
How should a transaction involving an exchange of the University’s interest in the
future cash flows associated with a specific receivable be assessed in order to
determine whether the University has continuing involvement? 4
Accounting for transactions that meet the criteria to be reported as sales
(see Exhibit 3). 4
Accounting for transactions that do not qualify as sales (see Exhibit 4). 4
3. OVERVIEW OF THE ASSESSMENT PROCESS RELATED TO A TRANSACTION
INVOLVING THE SALE OF FUTURE REVENUES 6
How should a transaction involving the University’s receipt of proceeds in
exchange for cash flows from specific future revenues be assessed in order to
determine whether the University has continuing involvement? 7
Accounting for transactions that meet the criteria to be reported as sales
(see Exhibit 5).
7
Amortization of deferred revenue and transaction charges. 8
Accounting for transactions that do not qualify as sales (see Exhibit 6).
8
4. RECOGNIZING OTHER ASSETS OR LIABILITIES ARISING FROM A SALE OF
SPECIFIC RECEIVABLES OR SPECIFIC FUTURE REVENUES 9
Residual interests 9
Recourse and other obligations
9
5. PLEDGING OF FUTURE REVENUES WHEN RESOURCES ARE NOT RECEIVED BY
THE
UNIVERSITY 10
6. I
NTRA-ENTITY TRANSFERS OF ASSETS AND FUTURE REVENUES 11
UNIVERSITY OF CALIFORNIA
GASB STATEMENT NO. 48
SALES AND PLEDGES OF RECEIVABLES AND FUTURE REVENUES AND
INTRA-ENTITY TRANSFERS OF ASSETS AND FUTURE REVENUES
Table of Contents
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Table of Contents, Page 2 of 2
7. DISCLOSURES RELATED TO FUTURE REVENUES THAT ARE PLEDGED OR SOLD 12
8. ACCOUNTING AND REPORTING 13
9. IMPLEMENTATION/TRANSITION REQUIREMENT 15
10. NEXT STEPS/REQUIRED ACTIONS 16
11. EXHIBITS
Exhibit 1 Evaluation Questionnaire for Assessing the University’s Continuing
Involvement in the Sale of Existing Receivables
Exhibit 2 Evaluation Questionnaire for Assessing the University’s Continuing
Involvement in Future Revenues
Exhibit 3 Accounting for a Sale of Existing Receivables as a True Sale
Exhibit 4 Accounting for a Sale of Existing Receivables as a Collateralized
Borrowing
Exhibit 5 Accounting for a Sale of Future Revenues as a True Sale
Exhibit 6 Accounting for a Sale of Future Revenues as a Collateralized
Borrowing
Exhibit 7 Summary of Existing Transactions Requiring Review Under the
Provisions of GASB Statement No. 48
Exhibit 8 New Accounting Codes to be Established
Exhibit 9 CFR Footnote Disclosure Report
Exhibit 10 Example of an Assessment of a Transaction to Sell Certain Specific
Receivables
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 1 of 16
1. INTRODUCTION
GASB Statement No. 48, Sales and Pledges of Receivables and Future Revenues and Intra-
Entity Transfers of Assets and Future Revenues, issued in September 2006, addresses the
accounting and financial reporting requirements in transactions where the University exchanges
an interest in its expected cash flows from collecting 1) specific existing receivables or 2)
specific future revenues for immediate cash payments—generally a single lump sum, although
not always in the case of residual interests supported by a subordinate note or other form of
residual certificate. The financial reporting question addressed by this Statement is whether these
transactions should be:
Regarded as a sale, and therefore revenue, or
Regarded as a collateralized borrowing resulting in a liability.
This Statement establishes criteria that the University must use to ascertain whether the proceeds
received should be reported as revenue or as a liability. The criteria must be used to determine
the extent to which the University either retains or relinquishes control over the receivables or
future revenues through its continuing involvement with those receivables or future revenues. A
transaction must be reported as a collateralized borrowing, unless the criteria indicating that a
sale has taken place are met.
In addition, this Statement provides guidance for:
Sales of existing receivables or future revenues within the same financial reporting entity
(for example, between campuses; between a campus and a campus foundation; or
between the University and the UCRS);
Recognizing other assets and liabilities arising from the sale of specific existing
receivables or future revenues, including residual interests and recourse provisions; and
Disclosures pertaining to future revenues that have been pledged or sold.
Under GASB Statement No. 48, the University is required to:
Identify, evaluate and properly report existing and future transactions where future cash
flows associated with specific existing receivables have been exchanged to determine
whether the transaction should be reported as a true sale, or a collateralized borrowing;
Identify, evaluate and properly report existing and future transactions where future cash
flows associated with specific future revenues have been exchanged to determine whether
the transaction should be reported as a true sale, or a collateralized borrowing;
Identify and evaluate existing and future transactions where sales of existing receivables
or future revenues have occurred, or are being considered, among entities within the
University’s financial reporting entity; and
Ensure appropriate disclosure of future revenues that have been pledged or sold,
including information as to which revenues will be unavailable for other purposes and for
how long they will continue to be unavailable.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 2 of 16
GASB Statement No. 48:
Generally prescribes new reporting requirements, rather than amending previous
guidance;
Is effective for FY 2007–2008. Depending on the University’s review of previous
transactions, if the evaluation does not result in any change to previously reported results,
the University may adopt early and apply the provisions of Statement 48 for FY 2006–
2007. Otherwise, restatement of the University’s financial statements for prior periods
will be required. In that case, the University will adopt the provisions for the FY 2007–
2008 and restate FY 2006–2007 results, as outlined in paragraph 23;
Applies to all entities where these transactions have occurred or may occur including:
the separately audited UCRP and PERS-VERIP financial statements;
the separately audited UC Retirement Savings Plans, including the DCP, 403(b), and
457(b);
the separately audited OPEB financial statements (once the OPEB Trust is established
on July 1, 2007);
the campus foundations;
the separately audited Medical Center, UC Press and CEB financial statements; and
the separately audited Health and Welfare Plan financial statements.
This document is prepared in order to outline the University’s approach to the application of
GASB Statement No. 48 to the University’s financial statements assuming the University is in
the position of obtaining proceeds from the sale of existing receivables or future revenues, not
from the position of buying receivables or future revenues from another organization. An
evaluation questionnaire for assessing the University’s continuing involvement in the sale of
existing receivables is provided in Exhibit 1 and an evaluation questionnaire for assessing
continuing involvement in the sale of future revenues is provided in Exhibit 2. If a transaction to
buy receivables or future revenues from another organization is contemplated, please contact
UCOP Financial Management for assistance in determining the appropriate accounting and
reporting.
This document is also prepared on the basis that any sale of existing receivables or future
revenues are with organizations that are not related to the University and are not a part of the
University’s financial reporting entity. If a transaction is contemplated to buy or sell receivables
or future revenues from another organization within the University’s financial reporting entity, or
from another organization that is related to the University, please contact UCOP Financial
Management for assistance in determining the appropriate accounting and reporting.
In general, the transactions discussed in Statement 48 are not normal, ongoing operating
transactions, at least the initial transaction is not routine. The Controller and Controller’s staff
should review non-routine transactions or circumstances at year end to determine that any
situation involving an exchange of the University’s interest in the future cash flows associated
with specific existing receivables or future revenues are identified, evaluated and properly
reported.
GASB Statement No. 48 may be ordered from the GASB’s website at www.gasb.org
. There is
no Implementation Guide at this time from the GASB for this Statement.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 3 of 16
2. OVERVIEW OF THE ASSESSMENT PROCESS RELATED TO A
TRANSACTION INVOLVING EXISTING RECEIVABLES
Yes
No
Future University revenues?
See Section 3.
The University should recognize estimated liabilities arising from the purchase and sale agreement (recourse obligations
or repurchase commitments) if information prior to the issuance of the financial statements indicates an obligation under
FAS 5. ¶18
The transaction should be reported as a collateralized
borrowing and the receivables should be considered to be
pledged, not sold. ¶11
Refer to the Journal Entries in Exhibit 4.
The transaction should be reported as a sale and the
receivables sold no longer recognized as assets. ¶6
Refer to the Journal Entries in Exhibit 3.
Determine whether the proceeds received include as an
asset a residual interest resulting from a subordinate or
junior note, or a residual certificate. ¶17
Determine whether the proceeds received include as an asset
a residual interest resulting from a subordinate or junior note,
or a residual certificate. ¶17
Remove the receivables from the statement of net assets at
their carrying value, recognize the difference between
proceeds received and the carrying value as a gain or loss in
the period of the sale (gain or loss on sale of investments if
MOP loans are sold; otherwise, other operating revenue or
other operating expenses). ¶13
Report the proceeds as an asset and collateral liability in the
statement of net assets and a noncapital financing activity in
the statement of cash flows. ¶11
Retain the receivables in the statement of net assets and
report collections as a cash receipt and a reduction of the
receivable. ¶11, 12
Collections of pledged receivables that are subsequently paid
to the transferee are reported as a reduction of the
collateralized borrowing obligation in the statement of net
assets and a noncapital financing activity in the statement of
cash flows. ¶12
Collections of pledged receivables that are subsequently paid
to the transferee after the collateralized borrowing obligation
has been liquidated are reported as an operating expense in
the statement of revenues, expenses and changes in net
assets and an other operating payment in the statement of
cash flows. ¶12
The University must make the appropriate footnote disclosures as outlined in ¶21.
Does the transaction relate to:
The University’s existing receivables?
If receivables are bought and sold between the University and one of its blended or discretely presented component
units (campus foundations), contact UCOP Financial Management to assess the financial reporting ramifications.
Does the assessment of the transaction result in a determination that the University’s continuing involvement with these
receivables is effectively terminated? ¶6–9
Refer to the assessment questionnaire in Exhibit 1.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 4 of 16
How should a transaction involving an exchange of the University’s interest in the future cash
flows associated with a specific existing receivable be assessed in order to determine whether
the University has continuing involvement?
An exchange of the University’s interest in the future cash flows associated with a specific
existing receivable should be recognized for financial reporting purposes as a collateralized
borrowing rather than a sale unless the appropriate criteria are met.
The most significant factor distinguishing sales from borrowings is the continuing involvement
of the University. Certain criteria must be met that demonstrate that the University is no longer
actively involved with the specific existing receivables it has transferred to another party. A
sample of the criteria, although not an exhaustive list, includes:
Neither the University nor the buyer can cancel the sale;
The University cannot limit in any significant way the buyer’s ability to
subsequently sell or pledge the receivables;
The University no longer has access to the receivables, or the cash collected from
them in any substantive manner; and/or
The University cannot unilaterally substitute for or reacquire specific receivables
without the buyer’s consent.
A complete questionnaire to be used for assessing the University’s continuing involvement in
each transaction is shown in Exhibit 1. Completion of the questionnaire, including pertinent
references to the underlying purchase and sale contract, will serve to document the University’s
conclusion as to whether the transaction should be recorded as a true sale of receivables, or a
collateralized borrowing.
Accounting for transactions that meet the criteria to be reported as sales (see Exhibit 3).
If the criteria for sale reporting are met, the University should no longer recognize as assets the
receivables sold, removing the individual accounts at their carrying values. The difference
between the proceeds (exclusive of amounts that may be refundable) and the carrying value of
the receivables sold should be recognized as a gain or loss in the period sold.
If Mortgage Origination Program (MOP) loans are sold, the resulting gain or loss is recorded as a
gain or loss on investments since the MOP loans are included in the University’s investment
portfolio (GASB 9, ¶27). If existing receivables that are not classified as investments are sold,
the resulting gain is recorded as other operating revenue and a loss is recorded as other operating
expense (GASB 9, ¶17).
Accounting for transactions that do not qualify as sales (see Exhibit 4).
If the criteria for sale reporting are not met, the transaction should be reported as a collateralized
borrowing. The receivables should be considered for financial statements purposes as being
pledged rather than sold. Proceeds received by the University should be reported as a liability,
collateralized borrowing obligation, separated between the current and noncurrent portions, in
the statement of net assets and as other noncapital financing activity in the statement of cash
flows (GASB 9, ¶21a).
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 5 of 16
The pledged receivables should continue to be recognized as assets in the University’s statement
of net assets. Collections of these receivables that are subsequently paid to the transferee are
reported as an other noncapital financing use of cash in the statement of cash flows and reduce
the collateralized borrowing obligation in the University’s statement of net assets. Any pledged
receivables collected and paid to the transferee after the collateralized borrowing obligation has
been liquidated should be reported as an operating expense in the statement of revenues,
expenses and changes in net assets.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 6 of 16
3. OVERVIEW OF THE ASSESSMENT PROCESS RELATED TO A
TRANSACTION INVOLVING THE SALE OF FUTURE REVENUES
Does the transaction relate to:
Future University revenues?
Yes
No
If future revenues are bought and sold between the University and one of its blended or discretely presented component
units (campus foundations), contact UCOP Financial Management to assess the financial reporting ramifications. ¶15
Does the assessment of the transaction result in a determination that the University’s continuing involvement with the
specific revenues is effectively terminated? ¶8–11
Refer to the assessment questionnaire in Exhibit 2.
The transaction should be reported as a collateralized
borrowing and the future revenue should be considered to
be pledged, not sold. ¶11
Refer to the Journal Entries in Exhibit 6.
The University should recognize estimated liabilities arising from the purchase and sale agreement (recourse obligations
or repurchase commitments) if information prior to the issuance of the financial statements indicates an obligation under
FAS 5. ¶18
Determine whether the proceeds received include as an
asset a residual interest resulting from a subordinate or
junior note, or a residual certificate. ¶17
Report the proceeds as an asset and collateral liability in the
statement of net assets and a noncapital financing activity in
the statement of cash flows. ¶11
Record pledged revenues as revenue in accordance with
recognition and measurement criteria appropriate to the
specific type of revenue pledged. ¶12
Collections of pledged revenues that are subsequently paid
to the transferee are reported as a reduction of the collateral
liability in the statement of net assets and a noncapital
financing activity in the statement of cash flows. ¶12
The University must make the appropriate footnote disclosures as outlined in ¶21.
The transaction should be reported as a sale. ¶14
Refer to the Journal Entries in Exhibit 5.
Determine whether the proceeds received include as an
asset a residual interest resulting from a subordinate or
junior note, or a residual certificate. ¶17
Defer revenue and
recognize the revenue
over the duration of the
sale agreement if the
future revenue sold was
not recognized
previously because the
event that would have
resulted in revenue
recognition had not yet
occurred.
1
¶14
Recognize the entire
revenue at the time of
the sale only if the
revenue sold was not
recognized previously
because of uncertainty
of realization or the
inability to reliably
measure the revenue
¶14
Defer revenue
recognition
Recognize revenue
immediately
(1) Consummation of the future revenue sale transaction is not a substitute for a revenue recognition event. They are two different determinations.
Existing University receivables?
See Section 2.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 7 of 16
How should a transaction involving the University’s receipt of proceeds in exchange for cash
flows from specific future revenues be assessed in order to determine whether the University
has continuing involvement?
The University’s receipt of proceeds in exchange for cash flows from specific future revenues
should be recognized for financial reporting purposes as a collateralized borrowing rather than a
sale, and the future revenue should be considered to be pledged, unless the appropriate criteria
are met.
The most significant factor distinguishing sales from borrowings is the continuing involvement
of the University. Certain criteria must be met that demonstrate that the University is no longer
actively involved with the future revenues it has transferred to another party. A sample of the
criteria, although not an exhaustive list, includes:
Neither the University nor the buyer can cancel the sale;
The University cannot limit in any significant way the buyer’s ability to
subsequently sell or pledge the future revenues;
The University no longer has access to the future revenues, or the cash collected
from them in any substantive manner;
The University is no longer actively involved in the future generation of the
revenues. The revenues cannot be a product of goods or services provided by the
University, or a fee or charge that the University must impose. If the revenues are
derived from grants or contributions, they cannot depend on the University
subsequently submitting applications or meeting performance provisions to
maintain eligibility to receive the revenues.
A complete questionnaire to be used for assessing the University’s continuing involvement in
each transaction is shown in Exhibit 2. Completion of the questionnaire, including pertinent
references to the underlying purchase and sale contract, will serve to document the University’s
conclusion as to whether the transaction should be recorded as a true sale of future revenues, or a
collateralized borrowing.
Accounting for transactions that meet the criteria to be reported as sales (see Exhibit 5).
If the criteria for sale reporting are met, the University should report the proceeds as either
deferred revenue or revenue. Generally, revenue should be deferred and recognized over the
duration of the sale agreement; however, there may be instances where recognition in the period
of sale is appropriate. For transactions outside the financial reporting entity, deferral is required
if the future revenue sold was not recognized previously because the event that would have
resulted in revenue recognition had not yet occurred. Consummation of the future revenue sale is
not a substitute for a revenue recognition event and, consequently, revenue from the sale should
be deferred. Revenue should be recognized at the time of the sale only if the revenue sold was
not recognized previously because of uncertainty of realization or the inability to reliably
measure the revenue.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 8 of 16
Amortization of deferred revenue and transaction charges.
Deferred revenues and transaction charges arising from the sale of future revenues should be
amortized over the life of the sale agreement using a systematic and rational method.
Accounting for transactions that do not qualify as sales (see Exhibit 6).
If the criteria for sale reporting are not met, the transaction should be reported as a collateralized
borrowing. The future revenues should be considered for financial statements purposes as being
pledged rather than sold. Proceeds received by the University should be reported as a
collateralized borrowing obligation, separated between the current and noncurrent portions, in
the statement of net assets and as other noncapital financing activity in the statement of cash
flows.
The pledged revenues should continue to be recorded as revenue by the University in accordance
with recognition and measurement criteria appropriate to the specific type of revenue pledged.
Collections of the pledged revenues that are subsequently paid to the transferee are reported as
an other noncapital financing use of cash in the statement of cash flows and reduce the
collateralized borrowing obligation in the University’s statement of net assets.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 9 of 16
4. RECOGNIZING OTHER ASSETS OR LIABILITIES ARISING FROM A SALE
OF
SPECIFIC RECEIVABLES OR SPECIFIC FUTURE REVENUES
Residual interests
If the University acquires a subordinate or junior note, or a residual certificate, representing the
right to collections that exceed a stipulated level, the University must recognize the note or
certificate as an asset representing a residual interest in:
Excess receivable collections, giving consideration to the likelihood of collection.
Residual interests recognized in the period in which the sale occurred should be
treated as an adjustment to the gain or loss. Residual interests recognized in
subsequent periods, for example, as a result of subsequent realization and
collection, should be reported as revenues once the appropriate revenue recognition
requirements have been met.
Excess future revenues, when the asset recognition criteria appropriate to the
specific type of revenue that underlies the note or certificate have been met.
Revenue recognition of the residual interest would also occur at that time.
The timing of the recognition of residual interests is difficult to generalize and should be
discussed on a transaction by transaction basis, if the situation arises.
Recourse and other obligations
The University should recognize estimated liabilities arising from the purchase and sale
agreement – for example, recourse obligations or repurchase commitments – when information
available prior to the issuance of the financial statements indicates that it is probable that a
liability has been incurred at the date of the financial statements and the amount of the liability
can be estimated. Further guidance on the recognition of these types of potential liabilities can be
found in Financial Accounting Standards Board Statement No. 5.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 10 of 16
5. PLEDGING OF FUTURE REVENUES WHEN RESOURCES ARE NOT
RECEIVED BY THE UNIVERSITY
These transactions would appear to be highly unusual for the University and do not warrant
extensive discussion in this document. These situations should be discussed with UCOP
Financial Management if they arise.
While not the case in the University at present, if the University pledges future cash flows of
specific revenues but do not receive resources in exchange for that pledge, it requires certain
disclosures and ultimately the reporting of payments made under the pledge. For example, the
University could pledge its revenues in support of debt issued by a component unit.
If this situation arises, at the time the pledge is made, the University should not recognize a
liability, and the component unit should not recognize a receivable for the futures revenues
pledged in support of its debt. The University would continue to recognize revenue from the
pledged amounts and would recognize a liability to the debt-issuing component unit and an
expense simultaneously with the recognition of the revenues that are pledged. The debt-issuing
component unit should recognize revenue when the University is obligated to make the
payments.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 11 of 16
6. INTRA-ENTITY TRANSFERS OF ASSETS AND FUTURE REVENUES
These transactions would also appear to be highly unusual for the University and do not warrant
extensive discussion in this document. They should be discussed with UCOP Financial
Management if they arise.
If a transaction is being considered that involves the transfer of capital and financial assets and/or
future revenues within the same financial reporting entity – for example, between a campus and
its foundation or a foundation and its campus – the financial reporting treatment is not the same
as if the same transaction occurred with an external entity.
In these situations, the transferee should recognize the assets or future revenues received at the
carrying value of the transferor. For example, if a campus foundation sold receivables to a
campus, the campus should recognize the receivables acquired at the carrying value of the
campus foundation. If there is a difference between the amount paid by the campus (exclusive of
amounts that may be refundable) and the carrying value of the receivables transferred, that
difference should be reported as a gain or loss by the campus foundation in their separately
audited financial statements and as an operating revenue or expense in the campus statements,
however these amounts must be reclassified in the consolidated University statements as a
nonoperating subsidy.
In an intra-entity transfer sale of future revenues, the transferor has reported no carrying value
for the rights sold because the asset recognition criteria have not been met. Therefore the
transferee should not recognize an asset and related revenue until recognition criteria appropriate
to that type of revenue are met. Instead, the transferee should report the amount paid as a
deferred charge to be amortized over the duration of the transfer agreement. The transferor
should defer the recognition of revenue from the sale and recognize it over the duration of the
sale agreement.
Any deferred revenues and charges associated with these types of transactions must be properly
disclosed in the University’s consolidated financial statements.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 12 of 16
7. DISCLOSURES RELATED TO FUTURE REVENUES THAT ARE PLEDGED
OR
SOLD
Pledged revenues are those specific revenues that have been formally committed to directly
collateralize or secure debt of the University, or directly or indirectly collateralize
2
or secure debt
of a component unit.
For each year in which the secured debt remains outstanding at the end of the year, the
University should disclose in the notes to the financial statements information about specific
revenues pledged, including:
Identification of the specific revenue pledged and the approximate amount of the pledge.
Generally, the approximate amount of the pledge would be equal to the remaining
principal and interest payments of the secured debt.
Identification of, and general purpose for, the debt secured by the pledged revenue.
The term of the commitment—that is, the period during which the revenue will not be
available for other purposes.
The relationship of the pledged amount to the total for that specific revenue, if
estimable—that is, the proportion of the specific revenue stream that has been pledged.
A comparison of the pledged revenues recognized during the period to the principal and
interest requirements for the debt directly or indirectly collateralized by those revenues.
In the year of the sale, if the University sells future revenue streams, it must disclose in the notes
to the financial statements information about the specific revenues sold, including:
Identification of the specific revenue sold, including the approximate amount and the
significant assumptions used in determining the approximate amount.
The period to which the sale applies.
The relationship of the sold amount to the total for that specific revenue, if estimable.
A comparison of the proceeds of the sale and the present value of the future revenues
sold, including the significant assumptions used in determining the present value.
2
In an indirect collateralization, the pledged revenue agreement is not directly between the University and the
bondholders. The University’s resources do not secure the debt; rather, the debt is secured by the University’s payment
to the component unit that is financed by that revenue. In this case, the University would make an annual grant to the
component unit, which, in turn, pledges that revenue as security for its debt.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 13 of 16
8. ACCOUNTING AND REPORTING
New accounting codes need to be established in the Corporate Financial System to enable
mapping to our financial statements. At this time, codes in the Current Funds group and the Loan
Funds group are being established. If a review of transactions indicates that codes are needed in
another fund group, contact UCOP Financial Management. The new codes will roll up into the
financial statements as follows:
S
TATEMENT OF NET ASSETS
CURRENT LOAN
Roll up into Current Portion of Notes and Mortgages Receivable:
CA-Note receivable – sale of receivable – sale AGC160614 AGC140614
CA-Note receivable – sale of receivable – collateralized borrowing AGC160615 AGC140615
CA-Note receivable – sale of future revenues – sale AGC160616 AGC140616
CA-Note receivable – sale of future revenues – collateralized borrowing AGC160617 AGC140617
CA-Note receivable – sale of receivable – investment AGC160618 N/A
Roll up into Notes Receivable:
NA-Note receivable – sale of receivable – sale AGC161330 AGC141330
NA-Note receivable – sale of receivable – collateralized borrowing AGC161340 AGC141340
NA-Note receivable – sale of future revenues – sale AGC161350 AGC141350
NA-Note receivable – sale of future revenues – collateralized borrowing AGC161360 AGC141360
NA-Note receivable – sale of receivable – investment AGC161370 N/A
Roll up into Deferred Revenue:
CL-Deferred revenue – sale of future revenues AGC164350 AGC144350
CL-Deferred revenue – sale of future revenues – earned AGC164360 AGC144360
Roll up into Other Current Liabilities:
CL-Collateralized borrowing obligations – sale of receivables AGC164761 AGC144761
CL-Collateralized borrowing obligations – sale of receivables – payt. AGC164762 AGC144762
CL-Collateralized borrowing obligations – sale of future revenue AGC164763 AGC144763
CL-Collateralized borrowing obligations – sale of future revenue – payt. AGC164764 AGC144764
Roll up into Other Noncurrent Liabilities:
NL-Collateralized borrowing obligations – sale of receivables AGC165571 AGC145571
NL-Collateralized borrowing obligations – sale of future revenue AGC165573 AGC145573
NL-Deferred revenue-sale of future revenues AGC165580 AGC145580
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 14 of 16
STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS
CURRENT LOAN
Roll up into Other Operating Revenue:
Gain on sale of receivables AGC208300 TC8026
Roll up into Other Operating Expense:
Loss on sale of receivables OC7630 TC8123
Payment of pledged receivables
3
OC7640 TC8124
3
Object code to be used to reflect any collections of pledged receivables subsequently paid to the transferee after the
collateralized borrowing obligation has been liquidated.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 15 of 16
9. IMPLEMENTATION/TRANSITION REQUIREMENT
For the initial year of implementation, in order to determine the effect of the restatement, if any,
of the prior period financial statements, UCOP and the campuses will need to determine whether
they have previously sold any receivables or future revenues and, if so, whether they are true
sales or a collateralized borrowing.
This information must be reported to Amal Smith ([email protected]
or 510/ 987.0940) in
UCOP Financial Management by April 1, 2007 using the format shown in Exhibits 1 and 2.
02/27/07 DRAFT Preliminary Conclusions—Subject to Continuing Discussions with PwC Page 16 of 16
10. NEXT STEPS REQUIRED ACTIONS
Responsibility
(C, OP)
Required
Completion
Date
Action Item/Task
C, OP March 2007
Evaluate existing transactions – Determine whether any previous
sale of existing receivables or future revenues is a collateralized
borrowing (Exhibits 1 and 2).
OP March 2007
Assign new accounting codes—Assign new accounting codes to
record the sale of receivables or future revenues (Exhibit 8).
C 1-Apr-07
Submit evaluation of existing transactions—Submit to UCOP the
evaluation performed in March 200 to determine whether any
previous sale of existing receivables or future revenues is a
collateralized borrowing (Exhibits 1 and 2).
OP April 2007
Decide whether to implement early – Based upon the evaluation
of existing transactions, determine whether the University will
implement Statement No. 48 for FYE June 30, 2007.
OP April 2007
Add accounting codes to CFR driver tables—Add new sale of
receivable or future revenue accounting codes to CFR driver tables.
OP April 2007 Develop footnote reports—Develop CFR footnote reports to
accumulate sale of receivable or future revenue information (see
Exhibit 9).
C May 2007 Establish new accounting codes in campus ledger—Establish
new sale of receivable or future revenue accounting codes in
campus ledger.
C May 2007 Restate FYE June 30, 2006, as necessary, if implemented early.
C, OP June 2007 Fiscal Closing Calendar—Add a step to the fiscal closing calendar
to review any sales of existing receivables or future revenues for
proper financial reporting treatment.
02/27/07 Exhibit 1, Page 1 of 3
EXHIBIT 1: EVALUATION QUESTIONNAIRE FOR ASSESSING THE
UNIVERSITYS CONTINUING INVOLVEMENT IN THE SALE OF
EXISTING RECEIVABLES
A significant aspect of the assessment is the degree to which the University retains or relinquishes to the
transferee control over the existing receivables. A transaction in which the University receives or is
entitled to proceeds in exchange for the future cash flows from existing receivables should be reported as
a sale if the University’s continuing involvement with these receivables is effectively terminated
(¶6).
The determination of whether the University’s continuing involvement is effectively terminated is
dependent upon an evaluation of the following criteria. A “yes” answer to any one of the questions
indicates the University’s continuing involvement is not
effectively terminated and, therefore, the
transaction should not
be reported as a sale.
Transaction Assessed:
Conclusion:
Yes/No
Source Document/
Specific Reference
Questions 1–3 outline the criteria to determine whether the
substance of the transaction is indicative of whether the sale has
been substantively consummated.
1. Is the transferee’s ability to subsequently sell or pledge the
receivables significantly limited by the constraints imposed
by the University, either in the transfer agreement or through
other means?
(¶6a)
2. Does the University have the option or ability to unilaterally
substitute for or reacquire specific accounts from among the
receivables transferred? Note: The ability or obligation to
substitute for defective accounts, at the option of the
transferee, would not violate this criterion. For example,
accounts that do not possess the characteristics stipulated in
a transfer agreement may be replaced by ones that do
possess those traits. In addition, insignificant “clean-up”
calls by which the University may reacquire remaining
uncollected accounts when the outstanding secured debt
reaches a specified minimum balance would likewise not
violate this criterion.
(¶6b)
3. Is the sale agreement cancellable by either party, including
cancellation through payment of a lump sum or transfer of
other assets or rights?
(¶6c)
Questions 4–6 outline the criteria to determine whether the
transferee has a separate legal standing from the University.
4. Is the separate organization’s legal entity the same as the
University’s legal entity?
(¶7a)
5. Do the corporate powers of the transferee organization fail to
distinguish it as being legally separate from the University?
(¶7a)
02/27/07 Exhibit 1, Page 2 of 3
Yes/No
Source Document/
Specific Reference
6. Do the corporate powers of the transferee organization
preclude it from being sued in its own name without
recourse to the University, or preclude it from the right to
buy or sell, lease or mortgage property without the
University’s approval?
(¶7a)
Question 7 outlines the criteria to determine whether the
receivables are isolated from the University should it become the
subject of a bankruptcy proceeding.
7. Do provisions in the transfer agreement (or provided
elsewhere in statutes, charters or other governing documents
or agreements) fail to protect the transferee from the claims
of the University’s creditors?
(¶7c)
If “yes” to any one
of Questions 1–7, the University has
continuing involvement and the transaction must be recorded as
a collateralized borrowing, not a true sale of the receivables.
If “no” to all
of Questions 1–7, continue to assess whether the
receivables are isolated from the University.
Generally, banking arrangements should eliminate access by the
University or its component units to the cash generated by
collecting the receivables. Access is eliminated when payments
on individual accounts are made directly to a custodial account
maintained for the benefit of the transferee.
8. Are payments on individual accounts made through the
University (and, presumably, then remitted to the transferee),
as opposed to payments on individual accounts made
directly to a custodial account maintained for the benefit of
the transferee?
(¶7b)
If the answer to all
of Questions 1–7 and Question 8 is “no,” then
the transaction must be reported as a true sale of receivables and
not a collateralized borrowing.
If the answer to Question 8 is “yes” it tentatively leads to a
presumption of a collateralized borrowing that may be mitigated
by “no” answers to the following questions. It may be that the
University continues to service the accounts, or obligors may
misdirect their payments to the University rather than the
transferee. In this circumstance, access to the cash generated by
collecting the receivables is deemed to be eliminated if all
of the
answers to the following questions are “no.”
9. Does the University have an obligation to advance amounts to
the transferee before it collects equivalent amounts from the
underlying individual accounts? Note: The payments to the
transferee should be made only from the resources generated by
the specific receivables rather than from the University’s own
resources.
(¶7b(1))
02/27/07 Exhibit 1, Page 3 of 3
Yes/No
Source Document/
Specific Reference
10. Is the cash collected by the University on behalf of the
transferee remitted to the transferee after significant delay?
(¶7b(2))
11. Are earnings on invested collections held by the University
instead of passed on to the transferee?
(¶7b(2))
12. Do the University’s general ledger and accounts receivable sub-
ledger fail to consider sale proceeds from the transferee as
satisfaction of individual accounts?
(¶7b(3))
13. Does the University fail to indicate in its records which
accounts have been transferred and which collections pertain to
those accounts?
(¶7b(3))
If the answers to Questions 1–7 and 9–13 are “no,”
notwithstanding the fact that the answer to Question 8 is “yes,”
then the transaction must be recorded as a true sale, not as a
collateralized borrowing.
Prepared by: Date:
Reviewed by: Date:
02/27/07 Exhibit 2, Page 1 of 3
EXHIBIT 2: EVALUATION QUESTIONNAIRE FOR ASSESSING THE
UNIVERSITYS CONTINUING INVOLVEMENT IN FUTURE REVENUES
A significant aspect of the assessment is the degree to which the University retains or relinquishes to the
transferee control over the future revenues. A transaction in which the University currently receives or is
entitled to proceeds in exchange for future cash flows from future
revenues should be reported as a sale if
the University’s continuing involvement with these future revenues is effectively terminated
(¶8). Note,
however, that recognition of the revenue may need to be deferred.
The determination of whether the University’s continuing involvement is effectively terminated is
dependent on an evaluation of the following criteria. A “yes” answer to any one of the questions indicates
the University’s involvement is not
terminated and, therefore, the transaction should not be reported as a
sale.
Transaction Assessed:
Conclusion:
Yes/No
Source Document/
Specific Reference
Questions 1–4 outline the criteria to determine whether the
University maintains active involvement in the future generation of
revenues exchanged for current proceeds. Active involvement
generally requires a substantive action or performance by the
University. The University must determine whether the primary,
fundamental activity or process that generates a specific revenue
requires a continuing active involvement
(¶9).
1. Does the University produce or provide the goods or services
that are exchanged for the revenues.
(¶9a)
2. Does the University levy or assess taxes, fees, or charges and
can the University directly influence the revenue base or the
rate(s) applied to that base to generate the revenues?
(¶9b)
3. Is the University required to submit applications for grants or
contributions from other governments, organizations or
individuals to obtain the revenues?
(¶9c)
Note: This application criterion refers to ongoing
requirements that qualify the University to continue to
receive grants or contributions in future years, rather than an
initial application or qualification process that remains
effective without further effort by the University.
4. Is the University required to meet grant or contribution
performance provisions to qualify for those revenues?
(¶9d)
Questions 5–7 outline the criteria to determine whether the
substance of the transaction is indicative of whether the sale has
been substantively consummated
.
02/27/07 Exhibit 2, Page 2 of 3
Yes/No
Source Document/
Specific Reference
5. Is the transferee’s ability (or the ability of the ultimate
holder/owner of the future cash flows) to subsequently sell
or pledge the future cash flows significantly limited by
constraints imposed by the University, either in the transfer
agreement or through other means?
(¶8b)
6. Does the contract, agreement, or other arrangement between
the original resource provider (a grantor organization, for
example) and the University prohibit the transfer or
assignment of those resources?
(¶8d)
7. Is the sale agreement cancellable by either party, including
cancellation through payment of a lump sum or transfer of
other assets or rights?
(¶8e)
If “yes” to any one of Questions 1–7, the University has
continuing active involvement and the transaction must be
recorded as a collateralized borrowing, not a true sale of the
future revenues.
If “no” to all of Questions 1–7, continue to assess whether the
future revenues are isolated from the University.
Generally, banking arrangements should eliminate access by the
University or its component units to the cash generated by
collecting the future revenues. Access is eliminated when cash
collection of future revenues are made directly to a custodial
account maintained for the benefit of the transferee.
8. Are cash collections of future revenues made through the
University (and, presumably, then remitted to the transferee),
as opposed to cash collections of future revenues made
directly to a custodial account maintained for the benefit of
the transferee?
(¶8c)
If the answer to all
of Questions 1–7 and Question 8 is “no,” then
the transaction must be reported as a true sale of future revenues
and not a collateralized borrowing.
If the answer to Question 8 is “yes” it tentatively leads to a
presumption of a collateralized borrowing that may be mitigated by
“no” answers to the following questions. It may be that the
University continues to collect the future revenues, or obligors may
misdirect their payments to the University rather than the transferee.
In this circumstance, access to the cash generated by collecting the
future revenues is deemed to be eliminated if all
of the answers to
the following questions are “no.”
9. Does the University have an obligation to advance amounts
to the transferee before it collects equivalent amounts from
the future revenues? Note: The payments to the transferee
should be made only from the resources generated by the
specific future revenues rather than from the University’s
own resources.
(¶7b(1))
02/27/07 Exhibit 2, Page 3 of 3
Yes/No
Source Document/
Specific Reference
10. Is the cash collected by the University on behalf of the
transferee remitted to the transferee after significant delay?
(¶7b(2))
If the answers to Questions 1–7 and 9–10 are “no,”
notwithstanding the fact that the answer to Question 8 is “yes,”
then the transaction must be recorded as a true sale, not as a
collateralized borrowing.
The University may remain associated with specific revenues in
ways that do not
constitute the primary or fundamental activity
that generates the revenues and thus would not be considered to
be actively involved in the generation of those revenues.
Perform an assessment of the following, although a “yes” answer
is informational and not indicative of active involvement.
11. Does the University hold title to revenue-producing assets
(for leases, rents or royalty income, for example)?
(¶10a)
12. Does the University own a contractual right to a stream of
future revenues?
(¶10b)
13. Does the University maintain an association with the future
revenues by retaining the required characteristics of the
future revenues in order for the cash to flow?
(GASB
Statement No. 33 ¶20a)
14. Does the University maintain an association with the future
revenues by meeting time requirements specified by
enabling legislation or the provider?
(GASB Statement No. 33
¶20b)
15. Does the University maintain an association with the future
revenues by incurring allowable costs under the applicable
programs where the provider offers resources on a
reimbursement (“expenditure-driven”) basis?
(GASB
Statement No. 33 ¶20c)
16. Does the University maintain an association with the future
revenues by meeting a specified action required by the
provider of the resources? The provider’s offer of resources
is contingent upon a specified action of the recipient and that
action has occurred. (For example, the University is required
to raise a specific amount of resources from third parties or
to dedicate its own resources for a specified purpose and has
complied with those requirements.)
(GASB Statement No. 33
¶20d)
17. Has the University agreed to refrain from specified acts or
transactions (e.g., agreeing to non-competition restrictions)?
(¶10d)
Prepared by: Date:
Reviewed by: Date:
02/27/07 Exhibit 3, Page 1 of 1
EXHIBIT 3: ACCOUNTING FOR A SALE OF EXISTING RECEIVABLES AS A TRUE SALE
Debit (Credit) Increase (Decrease)
Transaction Reference Statement of Net Assets SRECNA Statement of Cash Flows
Reconciliation of Net Operating Income
(Loss) to Net Cash Provided (Used) by
Operating Activities
1. Receive $990 in cash and a
$20 note receivable upon sale
of $1,000 of existing
University MOP loans that are
classified as Investments.
Cash $990
Note receivable-sale of
receivables-investments
1
$20
AGC 160618 (Current)
AGC 161370 (Noncurrent)
Investments (MOP loan) ($1,000)
AGC 161140
A/R STIP Invest. Sales $1,000
AGC 160562
A/R STIP Invst. Sales-Settlements
AGC 160563 ($1,000)
Proceeds from sale of
investments (investing
activity) $990
N/A—Not an operating transaction.
This is an investing transaction.
(Gain) loss on sale of
investments ($10)
AGC 208281
OR
Receive $990 in cash and a
$20 note receivable upon sale
of $1,000 of existing
University receivables that are
not
classified as investments.
Cash $990
Note receivable-sale of
Receivables-sale
2
$20
AGC 160614 (Current)
AGC 161330 (Noncurrent)
Notes receivable-collection ($1,000)
AGC 160612 (Current)
AGC 161320 (Noncurrent)
Collections of loans from student
and employees (operating
activity) $990
Accounts receivable ($20)
Accounts receivable $1,000
Other operating revenues
3
Gain on sale of receivable ($10)
AGC 208300
Operating income (loss) $10
Note: Example is for sale of current funds notes receivable; new codes for sales of loan funds receivables can be found in Exhibit 8.
(1) New notes receivable-sale of receivables-investments will be recorded in noncurrent assets (AGC 161370) and the current portion will be reclassified to current assets (AGC 160618) at year end.
(2) New notes receivable-sale of receivables-sale will be recorded in noncurrent assets (AGC 161330) and the current portion will be reclassified to current assets (AGC 160614) at year end.
(3) Other operating expenses if a loss on sale (OC7630).
02/27/07 Exhibit 4, Page 1 of 1
EXHIBIT 4: ACCOUNTING FOR A SALE OF EXISTING RECEIVABLES AS A COLLATERALIZED BORROWING
Debit (Credit) Increase (Decrease)
Transaction Reference Statement of Net Assets SRECNA Statement of Cash Flows
Reconciliation of Net Operating Income
(Loss) to Net Cash Provided (Used) by
Operating Activities
1. Receive $990 in cash and a
$20 note receivable upon sale
of $1,000 of existing
University MOP loans that are
classified as Investments, or
other receivables that are not
classified as investments, and
record collateralized
borrowing obligation.
Cash $990
Note receivable-sale of
receivable-collateralized
borrowing
1
$20
AGC 160615 (Current)
AGC 161340 (Noncurrent)
Collateralized borrowing
obligations-sales of receivables
2
($1,010)
AGC 164761 (Current)
AGC 165571 (Noncurrent)
Proceeds from collateralized
borrowing obligations (other
noncapital financing) $1,010
Collections of loans from student
and employees (operating
activity) ($20)
N/A—Not an operating transaction.
This is a noncapital financing
transaction.
Accounts receivable ($20)
2. Collect $50 of pledged
receivables (non-investment
receivables in this example),
including $5 interest income.
Cash $50
Notes receivable-collection ($45)
AGC 160612 (Current)
AGC 161320 (Noncurrent)
Collections of loans from student
and employees (operating
activity) $45
Accounts receivable $45
Other operating revenue ($5)
Other receipts/payments
(operating activity) $5
Operating income (loss) $5
3. Remit $50 payment to
transferee.
Cash ($50)
Collateralized borrowing
obligations-sale of receivables-
payment
2
$50
AGC 164762 (Current)
Payments under collateralized
borrowing obligations (other
noncapital financing) ($50)
N/A—Not an operating transaction.
This is a noncapital financing
transaction.
4. Remit $25 final payment to
transferee that exceeds the
collateral borrowing
obligation.
Cash ($25)
Other operating expense $25
OC 7640
Other receipts/payments
(operating activity) ($25)
Operating income (loss) ($25)
Note: Example is for sale of current funds notes receivable; new codes for sales of loan funds receivables can be found in Exhibit 8.
(1) New notes receivable-sale of receivables-collateralized borrowing will be recorded in noncurrent assets (AGC 161340) and the current portion will be reclassified to current assets (AGC 160615)
at year end.
(2) New collateralized borrowing obligations-sale of receivables will be recorded in noncurrent liabilities (AGC 165571) and the current portion will be reclassified to current liabilities (AGC
164761) at year end. Payments during each fiscal year will be debited to AGC 164762 to correctly reflect the transaction in the financial statements and footnotes. After fiscal year end, the
balance in AGC 164762 must be closed into AGC 164761 so that AGC 164762 reflects only current fiscal payments for collateralized borrowing obligations.
02/27/07 Exhibit 5, Page 1 of 1
EXHIBIT 5: ACCOUNTING FOR A SALE OF FUTURE REVENUES AS A TRUE SALE
Debit (Credit) Increase (Decrease)
Transaction Reference Statement of Net Assets SRECNA Statement of Cash Flows
Reconciliation of Net Operating Income
(Loss) to Net Cash Provided (Used) by
Operating Activities
1. Receive $990 in cash and a
$20 note receivable upon sale
of future University revenues.
Defer revenue recognition.
Cash $990
Note receivable-sale of future
revenues-sale
1
$20
AGC 160616 (Current)
AGC 161350 (Noncurrent)
Deferred revenue-sale of future
revenue
2
($1,010)
AGC 164350 (Current)
AGC 165580 (Noncurrent)
Collections from sale of future
revenues (other operating
receipts) $990
Accounts Receivable ($20)
Deferred revenue $1,010
2. Recognize deferred
revenue using a systematic
and rational method over the
duration of the sale agreement.
Deferred revenue-sale of future
revenue-earned
2
$60
AGC 164360 (Current)
Revenue (dependent on the
proper classification of
revenue sold) ($60)
AGC various
Source based upon proper
classification of revenue sold
(operating activity) $60
Other (other operating payments)
($60)
Deferred revenue ($60)
Operating income (loss) $60
OR
Receive $990 in cash and a
$20 note receivable upon sale
of future University revenues.
Recognize all revenue at time
of sale.
Cash $990
Note receivable-sale of future
revenues-sale
1
$20
AGC 160616 (Current)
AGC 161350 (Noncurrent)
Revenue (dependent on the
proper classification of
revenue sold) ($1,010)
AGC various
Source based upon proper
classification of revenue sold
(operating activity) $1,010
Other (other operating payments)
($20)
Accounts Receivable ($20)
Operating income (loss) $1,010
Note: Example is for sale of current funds future revenues; new codes for sales of loan funds future revenues can be found in Exhibit 8.
(1) New notes receivable-sale of future revenues will be recorded in noncurrent assets (AGC 161350) and the current portion will be reclassified to current assets (AGC 160616) at year end.
(2) New deferred revenue-sale of future revenues will be recorded in noncurrent assets (AGC 165580) and the current portion will be reclassified to current assets (AGC 164350) at year end. The
reclassification of revenue earned during each fiscal year will be debited to AGC 164360 to correctly reflect the transaction in the financial statements and footnotes. After fiscal year end, the
balance in AGC 164360 must be closed into AGC 164350 so that AGC 164360 reflects only current fiscal year reclassification of revenue earned.
02/27/07 Exhibit 6, Page 1 of 1
EXHIBIT 6: ACCOUNTING FOR A SALE OF FUTURE REVENUES AS A COLLATERALIZED BORROWING
Debit (Credit) Increase (Decrease)
Transaction Reference Statement of Net Assets SRECNA Statement of Cash Flows
Reconciliation of Net Operating Income
(Loss) to Net Cash Provided (Used) by
Operating Activities
1. Receive $990 in cash and a
$20 note receivable upon sale
of future University revenues
and record a collateralized
borrowing obligation.
Cash $990
Note receivable-sale of future
revenues-collateralized borrowing
1
$20
AGC 160617 (Current)
AGC 161360 (Noncurrent)
Collateralized borrowing
obligation-sale of future revenues
2
($1,010)
AGC 164763 (Current)
AGC 165573 (Noncurrent)
Proceeds from collateralized
borrowing obligations (other
noncapital financing) $990
N/A—Not an operating transaction.
This is a noncapital financing
transaction.
Accounts receivable ($20)
2. Record $50 pledged
revenue as revenue in
accordance with the
recognition and measurement
criteria appropriate to the
specific type of revenue
pledged.
Cash $50
Revenue (dependent on the
proper classification of
revenue sold) ($50)
AGC various
Revenue (classification dependent
on type) (operating activity) $50
Operating income (loss) $50
3. Remit $50 payment to
transferee.
Cash ($50)
Collateralized borrowing
obligation-sale of future revenue-
payment
2
$50
AGC 164764 (Current)
Payments under collateralized
borrowing obligations (other
noncapital financing) ($50)
N/A—Not an operating transaction.
This is a noncapital financing
transaction.
Note: Example is for sale of current funds future revenues; new codes for sales of loan funds future revenues can be found in Exhibit 8.
(1) New notes receivable-sale of future revenues-collateralized borrowing will be recorded in noncurrent assets (AGC 161360) and the current portion will be reclassified to current assets (AGC
160617) at year end.
(2) New collateralized borrowing obligation-sale of future revenues will be recorded in noncurrent liabilities (AGC 165573) and the current portion will be reclassified to current liabilities (AGC
164763) at year end. Payments during each fiscal year will be debited to AGC 164764 to correctly reflect the transaction in the financial statements and footnotes. After fiscal year end, the
balance in AGC 164764 must be closed into AGC 164763 so that AGC 164764 reflects only current fiscal payments for collateralized borrowing obligations.
Exhibit 7: Summary of Existing Transactions Requiring Review Under the Provisions of GASB Statement No. 48
Campus Foundation Campus Medical Center Foundation Campus Medical Center Foundation Campus Medical Center Foundation
1. Sale of accounts receivable: Has your
location entered into a transaction where you
have exchanged your interest in the collection
of existing accounts receivable for an
immediate cash payment...sale of receivables?
(1) No No (2) No No No No No (3) No No
2. Purchase of accounts receivable: Has
your location entered into a transaction where
you have purchased from an unrelated third-
party their interest in the collection of their
existing accounts receivable for an immediate
cash payment?
No No No No No No No No No (4) No No
3. Sale of future revenues: Has your location
entered into a transaction where you have
exchanged your interest in the generation and
collection of future revenues for an immediate
cash payment?
No No No (2) No No No No No (5) No No
4. Purchase of future revenues: Has your
location entered into a transaction where you
purchased from an unrelated third-party their
interest in their generation and collection of
future revenues for an immediate cash
payment?
No No No No No No No No No (6) No No
5. Sale or donation of any assets: Has your
location entered into any transaction with
another campus or campus foundation where
you have been on either end of a sale or
donation of any assets at a value other than
carrying value?
No No No No No No No No No No No No
6. Sale or donation of any future revenues:
Has your location entered into any transaction
with another campus or campus foundation
where you have been on either end of a sale o
r
donation of any future revenues at a value
other than carrying value?
No No No No No No No No No No No No
7. Pledge of future revenues: Other than for
external debt, are you aware of any situations
on your campus where revenues are pledged
as security for repayment thereby making a
portion of the revenues legally and
contractually unavailable for other purposes?
No No No No No No No No No (7) No No
(1) At UCOP we have completed several transactions over the past several years where UC has sold its interest in groups of MOP and SHLP loans to seven financial institutions for a cash payment under purchase, sale and servicing
agreements. UC continues to service the loans by collecting monthly loan payments via payroll deduction and receipt of cash and remitting payments to the buyers monthly.
(2) San Francisco - Possible future sale of patent revenue/receivable to an outside agency. Also School as Lender transactions - 2 loans processed to "qualify" for the program, but campus does not think it will participate.
(3) Los Angeles. The sale of Law School Stafford Loans to Wachovia Bank approximately one week after we own and disburse them. The School As Lender program was initiated in FY06, however, I believe we did not sell any loa
until FY07 as the initial loans made in April 2006 were from internal resources and we made to maintain our eligibility for the program. We have since contracted with a third party to make and sell the loans on our behalf. We are
trying to obtain a full set of the contractual documents so we can review this program more carefully.
(4) Los Angeles. In the same transaction noted above (3), we borrow the funds from Wachovia Bank using a line of credit, loan those funds to students, then sell them back to Wachovia Bank within one week's time.
Berkeley San Francisco Los AngelesDavis
UCOP
(5) Los Angeles. The future revenues would be the interest and principle of the funds loaned to students for Stafford Loans. We sell the loans to Wachovia prior to much interest accrual or any collection requirements.
(6) Los Angeles. We purchase from Wachovia their interest in the generation and collection of future revenues related to Stafford Loan fund. Later we sell them back.
(7) Los Angeles. I'm not certain whether the contract states that we pledge our receivables as part of the loan from Wachovia Bank or not. I would need to see the contract.
02/27/07 Exhibit 7, Page 1 of 2
Exhibit 7: Summary of Existing Transactions Requiring Review Under the Provisions of GASB Statement No. 48
1. Sale of accounts receivable: Has your
location entered into a transaction where you
have exchanged your interest in the collection
of existing accounts receivable for an
immediate cash payment...sale of receivables?
2. Purchase of accounts receivable: Has
your location entered into a transaction where
you have purchased from an unrelated third-
party their interest in the collection of their
existing accounts receivable for an immediate
cash payment?
3. Sale of future revenues: Has your location
entered into a transaction where you have
exchanged your interest in the generation and
collection of future revenues for an immediate
cash payment?
4. Purchase of future revenues: Has your
location entered into a transaction where you
purchased from an unrelated third-party their
interest in their generation and collection of
future revenues for an immediate cash
payment?
5. Sale or donation of any assets: Has your
location entered into any transaction with
another campus or campus foundation where
you have been on either end of a sale or
donation of any assets at a value other than
carrying value?
6. Sale or donation of any future revenues:
Has your location entered into any transaction
with another campus or campus foundation
where you have been on either end of a sale o
r
donation of any future revenues at a value
other than carrying value?
7. Pledge of future revenues: Other than for
external debt, are you aware of any situations
on your campus where revenues are pledged
as security for repayment thereby making a
portion of the revenues legally and
contractually unavailable for other purposes?
Campus Foundation Campus Medical Center Foundation Campus Foundation Campus Foundation Campus Medical Center Foundation Campus Foundation
No No No No No No No No No No No No No No
No No No No No No No No No No No No No No
No No No No No No No No No No No No No No
No No No No No No No No No No No No No No
No No No No No No No No No No No No No No
No No No No No No No No No No No No No No
No No No No No No No No No No No No No No
(6) Los Angeles. We purchase from Wachovia their interest in the generation and collection of future revenues related to Stafford Loan fund. Later we sell them back.
(7) Los Angeles. I'm not certain whether the contract states that we pledge our receivables as part of the loan from Wachovia Bank or not. I would need to see the contract.
Irvine MercedRiverside San Diego Santa Cruz Santa Barbara
(5) Los Angeles. The future revenues would be the interest and principle of the funds loaned to students for Stafford Loans. We sell the loans to Wachovia prior to much interest accrual or any collection requirements.
(1) At UCOP we have completed several transactions over the past several years where UC has sold its interest in groups of MOP and SHLP loans to seven financial institutions for a cash payment under purchase, sale and servicing
agreements. UC continues to service the loans by collecting monthly loan payments via payroll deduction and receipt of cash and remitting payments to the buyers monthly.
(2) San Francisco - Possible future sale of patent revenue/receivable to an outside agency. Also School as Lender transactions - 2 loans processed to "qualify" for the program, but campus does not think it will participate.
(3) Los Angeles. The sale of Law School Stafford Loans to Wachovia Bank approximately one week after we own and disburse them. The School As Lender program was initiated in FY06, however, I believe we did not sell any loans until
FY07 as the initial loans made in April 2006 were from internal resources and we made to maintain our eligibility for the program. We have since contracted with a third party to make and sell the loans on our behalf. We are trying to obtain
a full set of the contractual documents so we can review this program more carefully.
(4) Los Angeles. In the same transaction noted above (3), we borrow the funds from Wachovia Bank using a line of credit, loan those funds to students, then sell them back to Wachovia Bank within one week's time.
02/27/07 Exhibit 7, Page 1 of 2
02/27/07 Exhibit 8, Page 1 of 1
EXHIBIT 8: NEW ACCOUNTING CODES TO BE ESTABLISHED
CURRENT LOAN
CA-Note receivable – sale of receivable – sale AGC160614 AGC140614
CA-Note receivable – sale of receivable – collateralized borrowing AGC160615 AGC140615
CA-Note receivable – sale of future revenues – sale AGC160616 AGC140616
CA-Note receivable – sale of future revenues – collateralized borrowing AGC160617 AGC140617
CA-Note receivable – sale of receivable – investment AGC160618 N/A
NA-Note receivable – sale of receivable – sale AGC161330 AGC141330
NA-Note receivable – sale of receivable – collateralized borrowing AGC161340 AGC141340
NA-Note receivable – sale of future revenues – sale AGC161350 AGC141350
NA-Note receivable – sale of future revenues – collateralized borrowing AGC161360 AGC141360
NA-Note receivable – sale of receivable – investment AGC161370 N/A
CL-Deferred revenue – sale of future revenues AGC164350 AGC144350
CL-Deferred revenue – sale of future revenues – earned AGC164360 AGC144360
CL-Collateralized borrowing obligations – sale of receivables AGC164761 AGC144761
CL-Collateralized borrowing obligations – sale of receivables – payt. AGC164762 AGC144762
CL-Collateralized borrowing obligations – sale of future revenue AGC164763 AGC144763
CL-Collateralized borrowing obligations – sale of future revenue – payt. AGC164764 AGC144764
NL-Collateralized borrowing obligations – sale of receivables AGC165571 AGC145571
NL-Collateralized borrowing obligations – sale of future revenue AGC165573 AGC145573
NL-Deferred revenue – sale of future revenues AGC165580 AGC145580
Operating Revenue – Gain on sale of receivables AGC208300 TC8026
Operating Expense – Loss on sale of receivables OC7630 TC8123
Operating Expense – Payment of pledged receivables
1
OC7640 TC8124
1
Object code to be used to reflect any collections of pledged receivables and revenue subsequently paid to the transferee
after the collateralized borrowing obligation has been liquidated.
GASB Statement No. 48
Exhibit 9 - Footnote Disclosure Report: Collateralized Borrowing Activity
Debit (Credit)
A
BCDE
Reclassification
Beginning New from Long-Term Payments Ending
Balance Obligations (Calculated Number) To Buyer Balance
Collateralized Borrowing Activity-Sale of Receivables
Current Portion
CL- Collateralized Borrowing Obligations-Sale of Receivables (1)
Payments to Buyer 164762 + 144762
Reclassification From Long Term (5)
CL- Collateralized Borrowing Obligations-Sale of Receivables (1)
Current Activity Sum Sum Sum Sum
Noncurrent Portion
NL- Collateralized Borrowing Obligations-Sale of Receivables 165571 + 145571
New Collateralized Mortgage Obligations (3)
Reclassification To Current (6)
NL- Collateralized Borrowing Obligations-Sale of Receivables 165571 + 145571
Noncurrent Activity Sum Sum Sum Sum Sum
Total Collateralized Borrowing Activity-Sale of Receivables Sum Sum Sum Sum Sum
Collateralized Borrowing Activity-Sale of Future Revenue
Current Portion
CL- Collateralized Borrowing Obligations-Sale of Future Revenue (2)
Payments to Buyer 164764 + 144764
Reclassification From Long Term (7)
CL- Collateralized Borrowing Obligations-Sale of Future Revenue (2)
Current Activity Sum Sum Sum Sum
Noncurrent Portion
NL- Collateralized Borrowing Obligations-Sale of Future Revenue 165573 + 145573
New Collateralized Mortgage Obligations (4)
Reclassification To Current (8)
NL- Collateralized Borrowing Obligations-Sale of Future Revenue 165573 + 145573
Noncurrent Activity Sum Sum Sum Sum
Total Collateralized Borrowing Activity-Sale of Future Revenue Sum Sum Sum Sum
(1) 164761 + 164762 + 144761 + 144762
(2) 164763 + 164764 + 144763 + 144764
(3) Calculated: E(165571 + 145571) - D(164762 + 144762) - A(165571 + 145571)
(4) Calculated: E(165573 + 145573) - D(164764 + 144764) - A(165573 + 145573)
(5) Calculated: E(164761 + 164762 + 144761 + 144762) - D(164762 + 144762) - A(164761 + 164762 + 144761 + 144762)
(6) Calculated: E(165571 + 145571) - B(Note 3 above) - A(165571 + 145571)
(7) Calculated: E(164763 + 164764 + 144763 + 144764) - D(164764 + 144764) - A(164763 + 164764 + 144763 + 144764)
(8) Calculated: E(165573 + 145573) - B(Note 4 above) - A(165573 + 145573)
02/27/07 Exhibit 9, Page 1 of 2
GASB Statement No. 48
Exhibit 9 - Footnote Disclosure Report: Deferred Revenue Activity-Sale of Future Revenue
Debit (Credit)
ABCDE
Reclassification
Beginning New from Long-Term Recognition Ending
Balance Deferrals (Calculated Number) of Revenue Balance
Deferred Revenue Activity-Sale of Future Revenue
Current Portion
CL- Deferred Revenue-Sale of Future Revenue 164350 + 144350
Recognition of Deferred Revenue 164360 + 144360
Reclassification From Long Term (1)
CL- Deferred Revenue-Sale of Future Revenue 164350 + 144350
Current Activity Sum Sum Sum Sum
Noncurrent Portion
NL- Deferred Revenue-Sale of Future Revenue 165580 + 145580
New Deferred Revenue (2)
Reclassification To Current (3)
NL- Deferred Revenue-Sale of Future Revenue 165580 + 145580
Noncurrent Activity Sum Sum Sum Sum
Total Deferred Revenue-Sale of Future Revenue Sum Sum Sum Sum
(1) Calculated: E(164350 + 144350) - D(164360 + 144360) - A(164350 + 144350)
(2) Calculated: E(165580 + 145580) - D(164360 + 144360) - A(165580 + 145580)
(3) Calculated: E(165580 + 145580) - B(Note 2 above) - A(165580 + 145580)
02/27/07 Exhibit 9, Page 2 of 2
02/27/07 Exhibit 10, Page 1 of 6
EXHIBIT 10: EXAMPLE OF AN ASSESSMENT OF A TRANSACTION TO SELL
CERTAIN SPECIFIC RECEIVABLES
A significant aspect of the assessment is the degree to which the University retains or relinquishes to the
transferee control over the existing receivables. A transaction in which the University receives or is entitled to
proceeds in exchange for the future cash flows from existing receivables should be reported as a sale if the
University’s continuing involvement with these receivables is effectively terminated
(¶6).
The determination of whether the University’s continuing involvement is effectively terminated is dependent
upon an evaluation of the following criteria. A “yes” answer to any one of the questions indicates the University’s
continuing involvement is not
effectively terminated and, therefore, the transaction should not be reported as a
sale.
Transaction Assessed:
Sale of MOP Loans to Coastal Bank: July 25, 2002 Sale - $102.1 Million
Conclusion:
True Sale: UC’s continuing involvement is effectively terminated.
PSS = Purchase, Sale and Servicing Agreement (C.1 in binder)
Yes/No
Source Document/ Specific
Reference
Questions 1–3 outline the criteria to determine whether
the substance of the transaction is indicative of whether
the sale has been substantively consummated.
1. Is the transferee’s ability to subsequently sell or
pledge the receivables significantly limited by the
constraints imposed by the University, either in the
transfer agreement or through other means?
(¶6a and
¶41)
No, there are not any
significant limitations
on Coastal Bank’s
ability to sell or
pledge cash flows.
PSS–Section 2.1, Sale
and Conveyance of
Mortgage Loans
PSS,–Section 2.2.1,
Possession of Mortgage
Loans
PSS–Section 2.7,
Transfer of Mortgage
Loans
PSS–Exhibit 6,
Assignment, Assumption
and Recognition
Agreement
02/27/07 Exhibit 10, Page 2 of 6
Yes/No
Source Document/ Specific
Reference
2. Does the University have the option or ability to
unilaterally
substitute for or reacquire specific
accounts from among the receivables transferred?
Note: The ability or obligation to substitute for
defective accounts, at the option of the transferee,
would not violate this criterion. For example,
accounts that do not possess the characteristics
stipulated in a transfer agreement may be replaced
by ones that do possess those traits. In addition,
insignificant “clean-up” calls by which the
University may reacquire remaining uncollected
accounts when the outstanding secured debt reaches
a specified minimum balance would likewise not
violate this criterion.
(¶6b)
No, substitution or
repurchase can be
made only in the
event of a “Defective
Mortgage Loan”
where the value has
been materially and
adversely affected, or
in the unlikely event
that UC agrees, at the
borrower’s request, to
modify a loan
document in a
manner that is not
approved by the
purchaser. UC’s
repurchase rights are
insignificant in that
they are conditioned
by an administrative
efficiency when the
unpaid balance is
less than 5% of the
initial value, or when
UC agrees to a
modification to a loan
document not
approved by the
purchaser.
PSS–Section 3.3, Cure,
Substitution and
Repurchase
PSS–Section 2.6,
Defective Documents
PSS–Section 5.1.3.
Consent of Purchaser
PSS–Section 11.2.2,
Termination Upon
Repurchase by the Seller
of All Mortgage Loans
PSS–Section 12.7,
Waivers and
Amendments,
Noncontractual
Remedies; Presentation
of Remedies
3. Is the sale agreement cancellable by either party,
including cancellation through payment of a lump
sum or transfer of other assets or rights?
(¶6c)
No, other than for the
insignificant “clean
up” call by UC.
PSS–Section 11.2,
Termination Upon
Repurchase by the Seller
of All Mortgage Loans
PSS–Section 12.7,
Waivers and
Amendments,
Noncontractual
Remedies; Presentation
of Remedies
Questions 4–6 outline the criteria to determine whether
the transferee has a separate legal standing from the
University.
4. Is the separate organization’s legal entity the same as
the University’s legal entity?
(¶7a)
No. 1
st
paragraph of PSS
PSS–Section 4.1.1, Due
Organization
5. Do the corporate powers of the transferee
organization fail to distinguish it as being legally
separate from the University?
(¶7a)
No. PSS–Section 4.1.1, Due
Organization
6. Do the corporate powers of the transferee
organization preclude it from being sued in its own
name without recourse to the University, or preclude
it from the right to buy or sell, lease or mortgage
property without the University’s approval?
(¶7a)
No. Coastal Bank is entirely
unrelated to UC.
Question 7 outlines the criteria to determine whether the
receivables are isolated from the University should it
become the subject of a bankruptcy proceeding.
02/27/07 Exhibit 10, Page 3 of 6
Yes/No
Source Document/ Specific
Reference
7. Do provisions in the transfer agreement (or provided
elsewhere in statutes, charters or other governing
documents or agreements) fail to protect the
transferee from the claims of the University’s
creditors?
(¶7c)
No. PSS–Section X, Default
If “yes” to any one of Questions 1–7, the University has
continuing involvement and the transaction must be
recorded as a collateralized borrowing, not a true sale
of the receivables.
If “no” to all
of Questions 1–7, continue to assess
whether the receivables are isolated from the University.
Generally, banking arrangements should eliminate
access by the University or its component units to the
cash generated by collecting the receivables. Access is
eliminated when payments on individual accounts are
made directly to a custodial account maintained for the
benefit of the transferee.
8. Are payments on individual accounts made through
the University (and, presumably, then remitted to the
transferee), as opposed to payments on individual
accounts made directly to a custodial account
maintained for the benefit of the transferee?
(¶7b)
Yes, UC continues to
service and
administer the loans
without a custodial
account.
PSS–Section V,
Administration and
Servicing of Mortgage
Loans
If the answer to all of Questions 1–7 and Question 8 is
“no,” then the transaction must be reported as a true
sale of receivables and not a collateralized borrowing.
If the answer to Question 8 is “yes” it tentatively leads
to a presumption of a collateralized borrowing that may
be mitigated by “no” answers to the following questions.
It may be that the University continues to service the
accounts, or obligors may misdirect their payments to
the University rather than the transferee. In this
circumstance, access to the cash generated by collecting
the receivables is deemed to be eliminated if all
of the
answers to the following questions are “no.”
02/27/07 Exhibit 10, Page 4 of 6
Yes/No
Source Document/ Specific
Reference
9. Does the University have an obligation to advance
amounts to the transferee before it collects equivalent
amounts from the underlying individual accounts?
Note: The payments to the transferee should be made
only from the resources generated by the specific
receivables rather than from the University’s own
resources.
(¶7b(1))
No, only in the case
of unusual and
insignificant situations
for delinquent taxes
or insurance for which
UC is reimbursed or
for up to two
delinquent monthly
loan payments. This
is not an advance to
transferee, but
maintains the
property in a lien-free
condition, pending
disposition and
recovery in
accordance with the
agreement. Non-
substantial advances
are required on the
5
th
day of the month
for any payments due
on the first of the
month, but not yet
received. Since over
95% of the borrowers
use automatic payroll
deduction features,
such advances are
limited to non-payroll
deduction borrowers
that total 4.73% of all
monthly P&I
payments. Advances
for this small
population of
borrowers average
3.3 days and are
required due to the
timing of ACH or
other cash payment
mechanisms. Section
6.4 specifies that
such advances may
cease if it is
determined by UC
that they would be
non-recoverable.
PSS–Section 5.1.3.1
PSS–Section 5.6,
Payment of Taxes,
Insurance and Other
Charges; Maintenance of
Primary Insurance
Policies; Collections
There Under
PSS–Section 6.3,
Monthly Advances by
Seller
PSS–Section 6.4, Non
Recoverable Servicing
Advances
10. Is the cash collected by the University on behalf of the
transferee remitted to the transferee after significant
delay?
(¶7b(2))
No, remittance within
2 business days. The
2 days reflects the
minimum time
necessary to properly
account for all funds
collected and to
process the transfer
wires.
PSS–Section 6.1,
Remittances
PSS–Section 1.1,
Defined Terms (see
“Remittance Date”)
02/27/07 Exhibit 10, Page 5 of 6
Yes/No
Source Document/ Specific
Reference
11. Are earnings on invested collections held by the
University instead of passed on to the transferee?
(¶7b(2))
No, any funds
received by UC from
any source—monthly
payments, principal
prepayments,
payoffs, etc.—must
be remitted to
purchaser within 2
business days if, in
the aggregate, the
amounts exceeds
$10,000. Therefore,
any earnings on
invested collections
are de-minimis,
although there may
be amounts earned
from this
administrative
practice as a result of
UC’s cash
management
practices.
PSS–Section 6.1,
Remittances
PSS–Section 1.1,
Defined Terms (see
“Remittance Date”)
12. Do the University’s general ledger and accounts
receivable sub-ledger fail to consider sale proceeds
from the transferee as satisfaction of individual
accounts?
(¶7b(3))
No. The Office of
Loan Programs
maintains a separate
servicing accounting
sub-system that
clearly labels the
ownership of each
receivable at the
individual loan level.
PSS–Section II, Sale and
Conveyance of Mortgage
Loans; Possession of
Mortgage Loan
Documents, Books and
Records; Delivery of
Mortgage Loan
Documents
PSS–Section 2.5, Books
and Records
PSS–Section VI,
Reports, Remittances,
Advances
PSS–Schedule M-1
13. Does the University fail to indicate in its records which
accounts have been transferred and which collections
pertain to those accounts?
(¶7b(3))
No. The Office of
Loan Programs
maintains a separate
servicing accounting
sub-system that
clearly labels the
ownership of each
receivable at the
individual loan level.
Separate reporting
and account
reconciliations are
provided to each
purchaser of the
loans pursuant to the
PSS.
PSS–Section II, Sale and
Conveyance of Mortgage
Loans; Possession of
Mortgage Loan
Documents, Books and
Records; Delivery of
Mortgage Loan
Documents
PSS–Section 2.5, Books
and Records
PSS–Section VI,
Reports, Remittances,
Advances
PSS–Schedule M-1
If the answers to Questions 1–7 and 9–13 are “no,”
notwithstanding the fact that the answer to Question 8 is
“yes,” then the transaction must be recorded as a true
sale, not as a collateralized borrowing.
02/27/07 Exhibit 10, Page 6 of 6
Prepared by: Date:
Reviewed by: Date:
Preparer read the Purchase, Sale and Servicing Agreement, documented the pertinent contract clauses
and concluded on the appropriate treatment for financial reporting purposes.
Reviewer, confirmed the comments and references above based upon involvement in the negotiation of
the terms and conditions of the contract.