ASC 842-40
Sale and Leaseback Transactions
842 Leases
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ASC 842-40 governs sale and leaseback transactions, in which a seller-lessee transfers an asset to a buyer-lessor and leases it back. The threshold question is whether the transfer qualifies as a sale under Topic 606's control-transfer guidance; if it does, the seller-lessee derecognizes the asset, recognizes the sale at the transaction price, and accounts for the leaseback under 842-20, while the buyer-lessor accounts for the purchase under other Topics and the lease under 842-30. If the transfer is not a sale (e.g., the leaseback is a finance/sales-type lease or there is a non-fair-value repurchase option), the transaction is a failed sale accounted for as a financing by both parties.
Key points (7)
- Whether a transfer is a sale is determined using Topic 606's contract-existence guidance (606-10-25-1 through 25-8) and the transfer-of-control guidance in 606-10-25-30 (842-40-25-1).
- A leaseback alone does not prevent the buyer-lessor from obtaining control, but the buyer-lessor is deemed not to have obtained control if the leaseback would be classified as a finance lease or sales-type lease (842-40-25-2).
- A seller-lessee repurchase option precludes sale accounting unless (a) the exercise price is the fair value of the asset at exercise and (b) substantially the same alternative assets are readily available in the marketplace (842-40-25-3).
- If a sale occurs, the seller-lessee recognizes the transaction price and derecognizes the asset's carrying amount and applies 842-20 to the leaseback; the buyer-lessor applies other Topics to the purchase and 842-30 to the lease (842-40-25-4).
- If the transfer is not a sale, the seller-lessee keeps the asset and records proceeds as a financial liability while the buyer-lessor records a receivable (842-40-25-5), with the seller-lessee imputing an interest rate so interest does not exceed the payments and the asset's carrying amount does not exceed the liability when control transfers (842-40-30-6).
- Off-market terms are adjusted by comparing sale price to fair value or PV of lease payments to PV of market rents; an excess sale price is a prepayment of rent and a reduction is additional financing from the buyer-lessor (842-40-30-1 through 30-3), except for related party leases (842-40-30-4).
- If a lessee controls an asset under construction before the commencement date (indicators in 842-40-55-5, e.g., a right to obtain the partially constructed asset, legal ownership, or control of the land for substantially all the improvements' economic life), the arrangement is within this Subtopic; the seller-lessee must also disclose the main terms and any gains or losses separately (842-40-50-2).
For students. Exams love the two trip-wires that kill sale accounting: a leaseback classified as a finance/sales-type lease and a fixed-price repurchase option. A common misunderstanding is that a failed sale means no lease accounting at all — in fact the seller-lessee keeps the asset and books a financing liability, and lease accounting begins only later if and when control transfers (e.g., when the repurchase option expires).
Machine-generated study aid for ASC 842-40. Check the source paragraphs below.
842-40-00Status
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842-40-05Overview and Background
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842-40-15Scope and Scope Exceptions
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842-40-25Recognition
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Determining Whether the Transfer of the Asset Is a Sale
- a Paragraphs on the existence of a contract
- b Paragraph 606-10-25-30 on when an entity satisfies a performance obligation by transferring control of an asset.
- a The exercise price of the option is the fair value of the asset at the time the option is exercised.
- b There are alternative assets, substantially the same as the transferred asset, readily available in the marketplace.
Transfer of the Asset Is a Sale
- a The seller-lessee shall:
- 1 Recognize the transaction price for the sale at the point in time the buyer-lessor obtains control of the asset in accordance with paragraph 606-10-25-30 in accordance with the guidance on determining the transaction price in paragraphs
- 2 Derecognize the carrying amount of the underlying asset
- 3
- 1
- b The buyer-lessor shall account for the purchase in accordance with other Topics and for the lease in accordance with Subtopic 842-30.
Transfer of the Asset Is Not a Sale
- a The seller-lessee shall not derecognize the transferred asset and shall account for any amounts received as a financial liability in accordance with other Topics.
- b The buyer-lessor shall not recognize the transferred asset and shall account for the amounts paid as a receivable in accordance with other Topics.
842-40-30Initial Measurement
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Transfer of the Asset Is a Sale
- a The sale price of the asset and the fair value of the asset
- b The present value of the lease payments and the present value of market rental payments.
- a Any increase to the sale price of the asset as a prepayment of rent
- b Any reduction of the sale price of the asset as additional financing provided by the buyer-lessor to the seller-lessee. The seller-lessee and the buyer-lessor shall account for the additional financing in accordance with other Topics.
Transfer of the Asset Is Not a Sale
- a Interest on the financial liability is not greater than the payments on the financial liability over the shorter of the lease term and the term of the financing. The term of the financing may be shorter than the lease term because the transfer of an asset that does not qualify as a sale initially may qualify as a sale at a point in time before the end of the lease term.
- b The carrying amount of the asset does not exceed the carrying amount of the financial liability at the earlier of the end of the lease term or the date at which control of the asset will transfer to the buyer-lessor (for example, the date at which a repurchase option expires if that date is earlier than the end of the lease term).
842-40-50Disclosure
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- a The main terms and conditions of that transaction
- b Any gains or losses arising from the transaction separately from gains or losses on disposal of other assets.
842-40-55Implementation Guidance and Illustrations
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Implementation Guidance
- a The lessee has the right to obtain the partially constructed underlying asset at any point during the construction period (for example, by making a payment to the lessor).
- b The lessor has an enforceable right to payment for its performance to date, and the asset does not have an alternative use (see paragraph 842-10-55-7) to the owner-lessor. In evaluating whether the asset has an alternative use to the owner-lessor, an entity should consider the characteristics of the asset that will ultimately be leased.
- c The lessee legally owns either:
- 1 Both the land and the property improvements (for example, a building) that are under construction
- 2 The non-real-estate asset (for example, a ship or an airplane) that is under construction.
- 1
- d The lessee controls the land that property improvements will be constructed upon (this includes where the lessee enters into a transaction to transfer the land to the lessor, but the transfer does not qualify as a sale in accordance with paragraphs ) and does not enter into a lease of the land before the beginning of construction that, together with renewal options, permits the lessor or another unrelated third party to lease the land for substantially all of the economic life of the property improvements.
- e The lessee is leasing the land that property improvements will be constructed upon, the term of which, together with lessee renewal options, is for substantially all of the economic life of the property improvements, and does not enter into a sublease of the land before the beginning of construction that, together with renewal options, permits the lessor or another unrelated third party to sublease the land for substantially all of the economic life of the property improvements.
- a The asset is subject to an operating lease.
- b The asset is subleased or intended to be subleased by the seller-lessee to another party under an operating lease.
Illustrations
- a Seller has a present right to payment of the sales price of $2 million.
- b Buyer obtains legal title to the land.
- c Buyer has the significant risks and rewards of ownership of the land because, for example, Buyer has the ability to sell the land if the property value increases and also must absorb any losses, realized or unrealized, if the property value declines.
- a Decrease the financing obligation for the amount of each lease payment allocated to that obligation (that is, $81,521) and increase the carrying amount of the obligation for interest accrued using Seller's incremental borrowing rate of 6 percent. For example, at the end of Year 1, the balance of the financial obligation is $554,479 ($600,000 - $81,521 + $36,000).
- b Recognize the interest expense on the financing obligation (for example, $36,000 in Year 1) and $38,479 in operating lease expense.
- a Decrease the financial asset for the amount of each lease payment received that is allocated to that obligation (that is, $81,521) and increase the carrying amount of the obligation for interest accrued on the financial asset using Seller's incremental borrowing rate of 6 percent. Consistent with Seller's accounting, at the end of Year 1, the carrying amount of the financial asset is $554,479 ($600,000 - $81,521 + $36,000).
- b Recognize the interest income on the financing obligation (for example, $33,269 in Year 2) and $38,479 in operating lease income.