Meta said its variable interest entity (VIE) partnership with Blue Owl Capital to develop its Hyperion data center campus was flagged by its auditor Ernst & Young.
The company's joint venture with Blue Owl Capital was announced in October. Under the partnership, Blue Owl Capital will own 80% of the joint venture and Meta will own 20%. The deal covered $27 billion in total Hyperion development costs.
At the time, the deal made me go hmmm since it was fairly obvious Meta didn't want the costs on its balance sheet. The Wall Street Journal spotted the Ernst & Young disclosure in Meta's 10-K filing. "Auditing the Company’s determination of the primary beneficiary of the VIE was especially challenging due to the significant judgment required in determining the activities that most significantly affect the VIE’s economic performance based on the purpose and design of the entity and assessing whether the Company has the power to direct those activities," said Meta.
Yes, off balance sheet arrangements are complicated.
Meta said it addressed the VIE in its audit. "We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s determination of the primary beneficiary of the VIE, including controls relating to the determination of the activities that most significantly affect the VIE’s economic performance and assessing which party has the power to direct those activities," said Meta.
Bottom line: VIE arrangements are already under scrutiny. You can expect more with AI capex surging. And while we’re at it depreciation expenses are hotly debated too.