transfer of control

ASC 606-10 is the general revenue recognition model for contracts with customers: revenue is recognized to depict the transfer of promised goods or services in an amount reflecting the consideration to which the entity expects to be entitled. It is applied through five steps — identify the contract, identify the performance obligations, determine the transaction price, allocate that price to the performance obligations, and recognize revenue as each obligation is satisfied when the customer obtains control (606-10-05-4). It also sets the scope exclusions (leases, insurance, financial instruments, guarantees, certain nonmonetary exchanges), balance sheet presentation of contract assets/liabilities and receivables, and a broad disclosure package.

This subtopic gives franchisors that are not public business entities a practical expedient for identifying performance obligations under Topic 606. Rather than applying the general distinct analysis to the franchise license, a private franchisor may treat listed pre-opening services (site selection, facility assistance, training, manuals, bookkeeping/IT/advisory, quality control) as distinct from the franchise license, and may further elect as an accounting policy to treat all such pre-opening services as a single performance obligation. The expedient affects only step 2 of the model; allocation of transaction price and timing of recognition still follow Topic 606.

ASC 610-20 governs how an entity recognizes and measures gains or losses when it derecognizes nonfinancial assets (and "in substance nonfinancial assets") transferred to counterparties who are not customers — for example, sales of real estate, intangibles, IPR&D, or ownership interests in a non-business subsidiary holding only such assets. The entity first applies Topic 810 to determine whether it retains a controlling financial interest, then applies Topic 606's contract-existence, distinct-asset, and transfer-of-control criteria to decide when to derecognize each distinct asset, and computes gain or loss as the difference between consideration (transaction price plus the carrying amount of liabilities assumed or relieved) and the asset's carrying amount (610-20-25-1 through 25-7; 610-20-32-2).

ASC 840-40 was the legacy sale-leaseback guidance under the old lease model, addressing when a seller-lessee could recognize a sale of property it simultaneously leased back and how any gain or loss was deferred and amortized. Every substantive paragraph in the subtopic (Sections 05, 15, 25, 30, 35, 50, and 55) has been superseded by ASU 2016-02, so the subtopic now contains no operative guidance. Sale-leaseback transactions are instead accounted for under ASC 842-40, which conditions sale recognition on satisfying the transfer-of-control requirements in ASC 606.

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.