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ASC 842 sale-leaseback: qualify sale and recognize gain

A sale-leaseback is a sale only if control transfers under ASC 606. Below: steps to test the sale, record the leaseback, adjust off-market terms, and handle consolidation.

The ruleIf the transfer qualifies as a sale under ASC 606, the seller-lessee derecognizes the asset, recognizes any gain or loss immediately, and records a new ROU asset and lease liability for the leaseback. If control does not transfer (for example, due to a repurchase right), account for the transaction as a financing. Adjust off-market terms to fair value and eliminate related-party sale-leasebacks in consolidation.

Try one first

Whitfield Corp enters into what it described as a 'sale-leaseback' on January 1, Year 1: Whitfield sells equipment to BuyerCorp for $1,000,000 cash (FMV $1,000,000 at sale date), and Whitfield leases the equipment back for 8 years. The leaseback agreement contains a CLAUSE giving Whitfield the right to BUY BACK the equipment for $400,000 at the end of Year 8. Expected FMV at the end of Year 8 is $700,000. Does the transaction qualify as a sale under ASC 606?
Hint

Sale-leaseback buy-back option BELOW expected FMV at option date → FAILED sale (control not transferred). Account as financing: no gain, asset stays on books, record financing liability. Option AT FMV does not defeat sale.

Step by step

  1. Test sale under ASC 606

    Control must transfer to the buyer-lessor. A seller call option at a fixed price below expected fair value at exercise fails the sale; continued use via a market leaseback alone does not.

  2. Assess build-to-suit control

    If the seller-lessee controlled or financed construction and bore construction risk, it may be the deemed owner. That often leads to a failed sale and financing.

  3. Recognize sale and gain

    If the sale qualifies, derecognize the asset, record proceeds, and recognize the entire gain or loss immediately in income.

  4. Record the leaseback

    Measure the ROU asset and lease liability at the present value of lease payments. Classify using standard ASC 842 lessee criteria; gain timing is unchanged whether operating or finance.

  5. Fix off-market terms

    Adjust to fair value. Bifurcate any excess sale price or above-market rent as financing, and measure the leaseback at market rent.

  6. If sale fails, use financing

    Do not derecognize the asset or record a gain. Record a financing liability for the cash received and treat payments as interest and principal.

  7. Buyer-lessor accounting

    Record the purchased asset as PP&E at cost and classify the lease under lessor rules independently of the lessee. For an operating lease, recognize lease income and depreciate the asset.

  8. Consolidation and disclosures

    Eliminate related-party sale-leasebacks in consolidation. Disclose the nature of the deal, the gain or loss, leaseback details, and any failed-sale financing.

Key points

  • A seller-lessee call option at a price below expected fair value at exercise prevents a sale and results in financing.
  • Gains on qualifying sale-leasebacks are recognized immediately under ASC 842; ASC 840 generally deferred gains.
  • Leaseback classification (operating or finance) does not change gain timing for a qualifying sale.
  • Off-market sale price or rent is bifurcated as financing; measure the leaseback at market rates.
  • Buyer-lessor accounting is independent of the lessee’s classification; record PP&E and recognize lease income per lessor rules.

How the exam traps you

  • Deferring a gain like under old ASC 840 when the sale qualifies. Under ASC 842, recognize the entire gain immediately if control transfers under ASC 606.
  • Ignoring a below-market repurchase option that keeps control with the seller-lessee. A fixed-price call below expected fair value fails the sale; account as a financing and keep the asset on the books.
  • Using contractual off-market sale price or rent without adjustment. Adjust to fair value and bifurcate the difference as financing; set leaseback to market terms.
  • Recording a sale and leaseback between consolidated affiliates. Eliminate the intercompany sale, lease, and any gain in consolidation.

5 more, each from a different angle

0 of 5 answered · 0 correct

Question 2

Mountain Industries enters into a 'BUILD-TO-SUIT' sale-leaseback: Mountain hires DevCo to design and construct a custom manufacturing facility to Mountain's specifications. During construction, Mountain has substantial INVOLVEMENT in the design, financing, and oversight (Mountain provides specifications, performs site management, and pays construction draws). Once complete, Mountain 'sells' the facility to LeaseCo (a third-party investor) and leases it back for 15 years. Which is the most accurate analysis under ASC 842?
Hint

Build-to-suit sale-leaseback (ASC 842): seller-lessee's substantial CONSTRUCTION-PERIOD CONTROL (design, financing, risk) → may be deemed owner during construction → FAILED sale-leaseback → account as FINANCING (no gain, asset stays on books).

Question 3

Stratos Co. enters into a sale-leaseback. Stratos sells equipment to PartnerCo for $10,000,000 (FMV $10,000,000) and leases the equipment back for 7 years at market rates. PartnerCo is a SUBSIDIARY OF STRATOS (Stratos owns 80% of PartnerCo). Both entities consolidate. How is this related-party sale-leaseback accounted for in Stratos's CONSOLIDATED financial statements?
Hint

Intercompany sale-leasebacks (consolidated parties): ELIMINATED in consolidation. No sale, no lease, no gain. Asset stays at original carrying amount. Stand-alone statements still recognize normally; only consolidation eliminates.

Question 4

Northern Manufacturing's CFO is considering a sale-leaseback of its CORPORATE HEADQUARTERS BUILDING. The building has a carrying amount of $30 million on Northern's books and an FMV of $45 million. Northern would receive $45 million cash, derecognize the building, and lease it back at market rates over 15 years. Assuming the sale qualifies under ASC 606, what is the financial statement impact?
Hint

Sale-leaseback of operational property (qualifying sale): IMMEDIATE GAIN ($15M = $45M sale − $30M carrying); ROU asset + lease liability at PV of payments. ASC 842 changed from old ASC 840 (which deferred). Sale and lease accounted separately.

Question 5

Saxon Corp owns an office building used in its operations. Saxon SELLS the building to RealCorp for $5,000,000 (fair market value) and immediately LEASES it back from RealCorp for use over a 10-year period at market rates. The leaseback agreement contains no purchase options, no buy-back rights, and no other repurchase commitments. How should this transaction be CHARACTERIZED for accounting purposes?
Hint

Sale-leaseback (ASC 842): seller-lessee sells asset + leases back. Apply ASC 606 to determine sale qualification → recognize sale + lease separately. Different from like-kind exchange (tax) or finance receivable.

Question 6

Sutton Industries entered into a sale-leaseback in Year 1 (under current ASC 842) and is comparing the accounting treatment to a hypothetical Year 1 sale-leaseback under the OLDER ASC 840 (pre-2019) rules. Sutton's CFO wants to understand the KEY DIFFERENCE in gain recognition timing between the two standards. Which statement most accurately describes the change?
Hint

ASC 840 → ASC 842 sale-leaseback gain timing: ASC 840 DEFERRED gain over leaseback period; ASC 842 recognizes IMMEDIATELY for qualifying sales. ASC 842 simplifies, aligning with general sale recognition.

Drill all 132 Leases questionsMixed across every rule in the topic, so you have to spot which one applies. That is how the exam does it.

Common questions

Does a repurchase option always preclude a sale in a sale-leaseback?

A fixed-price call option at a price substantively below expected fair value at exercise prevents a sale because control does not transfer. With no repurchase rights or puts and market terms, control generally transfers.

If the leaseback is a finance lease, do I defer the gain?

No. Under ASC 842, gains on qualifying sale-leasebacks are recognized immediately even if the leaseback is a finance lease.

How do I account for off-market sale price or rent in a sale-leaseback?

Record the sale at fair value and treat any excess as financing. Measure the leaseback at market rent; above-market payments repay the financing.

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