FAR · Select transactions · 6 practice questions
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.
Try one first
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.
Answer B. ASC 842/ASC 606 sale test requires the BUYER to obtain CONTROL of the asset. A buy-back option (call right) retained by the seller-lessee can defeat the sale test if the option is at a price BELOW the expected FMV at the option date, because the seller-lessee retains a substantial economic interest in the asset (a $300K embedded value at exercise). Whitfield's option: strike $400,000 vs expected FMV $700,000 = $300,000 in-the-money at exercise. The retained economic interest indicates control was NOT transferred. ASC 842-40 specifies that the existence of a substantially-below-FMV repurchase option results in a FAILED sale-leaseback: the transaction is accounted for as a FINANCING, Whitfield does NOT derecognize the equipment, recognizes no gain, and records a $1,000,000 financing liability for the cash received (with imputed interest over the 8-year period). KEY RULE: A repurchase option at FMV at the option date generally does NOT defeat the sale (because there's no embedded value to retain), but a substantially-below-FMV option does. Answer A is incorrect: $400K is far below the expected $700K FMV, not at FMV. The option's discount represents retained economic interest. Answer C is incorrect: cash exchange at FMV does not automatically qualify the sale; the buy-back terms can still defeat control transfer. Answer D is incorrect: lease term length doesn't disqualify a sale-leaseback; the issue is the buy-back option's pricing.
Step by step
- 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.
- 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.
- Recognize sale and gain
If the sale qualifies, derecognize the asset, record proceeds, and recognize the entire gain or loss immediately in income.
- 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.
- 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.
- 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.
- 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.
- 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.
Question 2
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).
Answer C. ASC 842 includes specific BUILD-TO-SUIT guidance addressing whether the seller-lessee retains effective control during construction such that the transaction should be treated as a financing rather than a sale. Key factors that may make the seller-lessee the deemed owner during construction (and result in a FAILED sale-leaseback): (1) substantial control over construction (specifications, design oversight, contractor selection); (2) cost overrun absorption; (3) takeover provisions if the project fails; (4) financing involvement (paying construction draws); (5) bearing construction risk. If Mountain is deemed the owner during construction, the post-construction 'sale' to LeaseCo is examined under ASC 606 control-transfer principles, and the during-construction control may indicate the SALE TEST FAILS (Mountain didn't really transfer something LeaseCo built; Mountain effectively retained ownership throughout). A FAILED sale-leaseback is accounted for as a FINANCING TRANSACTION: Mountain keeps the asset on its books, recognizes no gain, and records a financing liability for the cash received. Answer A is incorrect: ASC 842 specifically requires considering construction-period involvement; this is not separable. Answer B is incorrect: build-to-suits are sale-leasebacks, not pure construction contracts; ASC 842's build-to-suit rules apply. Answer D is incorrect: build-to-suits are NOT categorically failed sales; the analysis depends on the level of seller-lessee control during construction.
Question 3
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.
Answer D. When sale-leaseback parties are part of the same consolidated group, the transaction is INTERCOMPANY and must be ELIMINATED in consolidation. From the consolidated entity's perspective: there is no SALE (you can't sell to yourself) and there is no LEASE (you can't lease from yourself). The intercompany sale-leaseback is purely an internal restructuring with no impact on consolidated F/S. CONSOLIDATION ELIMINATIONS for the Stratos+PartnerCo intercompany sale-leaseback: (1) eliminate the sale (Stratos's revenue and PartnerCo's purchase recognition); the $10M cash transferred is reclassified as an intercompany transfer (which itself eliminates against PartnerCo's investment in Stratos). (2) eliminate the gain, the equipment remains on the consolidated books at its ORIGINAL CARRYING AMOUNT. (3) eliminate the leaseback, Stratos's lease expense and PartnerCo's lease income are both eliminated; ROU asset and lease liability eliminate against PartnerCo's lease receivable. (4) The equipment continues to depreciate on the consolidated books at the original carrying amount. STAND-ALONE STATEMENTS of Stratos: the sale-leaseback IS recognized normally per ASC 842, the elimination only happens at the consolidation level. Answer A is incorrect: intercompany sale-leasebacks must be eliminated in consolidation. Answer B is incorrect: FMV recognition would treat the parties as unrelated, but they are members of the same consolidated group. Answer C is incorrect: the transaction is permanently eliminated as long as parties remain in the consolidated group; there's no future-deferred recognition trigger.
Question 4
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.
Answer A. Under ASC 842, a qualifying sale-leaseback recognizes the SALE GAIN IMMEDIATELY (not deferred). Northern's accounting: (1) DERECOGNIZE the building from PP&E ($30M carrying amount removed). (2) RECORD CASH RECEIVED ($45M). (3) RECOGNIZE GAIN ON SALE ($45M − $30M = $15M) in current-period income statement. (4) RECORD A NEW ROU ASSET AND LEASE LIABILITY for the leaseback at the present value of the 15-year lease payments. INCOME STATEMENT IMPACT: One-time $15M gain in the period of sale (subject to applicable tax). Going forward, lease expense replaces depreciation expense (lease expense is typically lower than depreciation + interest on a financed building). BALANCE SHEET IMPACT: Building (PP&E) replaced with ROU asset + lease liability. The ROU asset and lease liability initial measurement at PV of payments is typically substantially less than the $45M building, leaving Northern with $45M cash + smaller ROU asset on assets side, and lease liability + retained earnings (gain) on liabilities/equity side. CASH FLOW IMPACT: $45M cash inflow from investing activities (or financing, depending on classification). Recurring lease payments are operating outflows. KEY POINT: This is a major accounting change from old ASC 840 (which deferred gains). Under ASC 842, the sale-leaseback is treated like any other sale + new lease. Answer B is incorrect: gain deferral was the old ASC 840 framework. ASC 842 recognizes gain immediately. Answer C is incorrect: the lease liability doesn't offset the gain. Sale recognition and lease recognition are separate. Answer D is incorrect: ASC 842 explicitly contemplates and prescribes sale-leaseback accounting; gain recognition is part of the framework.
Question 5
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.
Answer B. This is a textbook SALE-LEASEBACK transaction governed by ASC 842 (specifically ASC 842-40). The seller-lessee (Saxon) sells the asset to the buyer-lessor (RealCorp) and concurrently leases it back. The accounting framework: (1) Apply ASC 606 control-transfer principles to determine if a 'sale' occurred. With no buy-back rights, no put options, no repurchase commitments, and FMV terms, control has transferred to RealCorp, the sale qualifies. (2) If the sale qualifies: recognize the sale (with gain or loss = sale price minus carrying amount) and separately recognize the lease arrangement (ROU asset + lease liability at PV of payments). (3) If the sale does NOT qualify (e.g., because of a buy-back option below expected FMV): account for the entire transaction as a FINANCING, no sale, no gain, asset stays on books. Sale-leasebacks are common because they: free up cash from owned real estate / equipment; transfer ownership risks to a financial counterparty; preserve operational use of the asset under a lease. Answer A is incorrect: the 'sale' aspect is highly material; it triggers gain or loss recognition, balance sheet derecognition, and ASC 842's specific sale-leaseback rules. Calling this a 'simple operating lease' ignores half the transaction. Answer C is incorrect: §1031 like-kind exchange applies to TAX-deferred trades of investment/business property, and is a tax concept, not a financial accounting concept. §1031 also doesn't apply when receiving cash (boot defeats deferral). Answer D is incorrect: this is NOT a finance receivable for RealCorp. RealCorp receives an asset (building) and a lease arrangement, not a loan. Saxon doesn't get a receivable; Saxon gets cash and a lease obligation.
Question 6
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.
Answer C. A KEY CHANGE from ASC 840 to ASC 842 is the timing of GAIN RECOGNITION on sale-leasebacks. UNDER OLDER ASC 840: Sale-leaseback gains were typically DEFERRED and amortized over the leaseback period (with various complex exceptions for minor leasebacks, real estate, etc.). The rationale was that the gain hadn't been 'earned' if the seller-lessee retained substantial use of the asset. The deferred-gain mechanism made sale-leaseback accounting complex and led to financial statement effects that varied widely based on lease classification and asset type. UNDER CURRENT ASC 842: Sale-leaseback gains are recognized IMMEDIATELY at the sale date for QUALIFYING sale-leasebacks (sale qualifies under ASC 606). The leaseback is then accounted for as a separate lease arrangement (operating or finance) under standard ASC 842 lessee rules. THE CHANGE SIMPLIFIES SALE-LEASEBACK ACCOUNTING by aligning it with general sale recognition principles, a sale is a sale, with gain recognized immediately, separately from any post-sale lease arrangement. EXCEPTIONS UNDER ASC 842: (1) FAILED sale-leasebacks (where control didn't transfer) are accounted for as financings, no sale, no gain. (2) Off-market terms require adjusting the sale and lease to FMV substance, which can split the proceeds between sale (gain) and financing. Answer A is incorrect: there is a major timing difference between ASC 840 (deferred) and ASC 842 (immediate). Answer B is incorrect: the directions are reversed. ASC 840 deferred; ASC 842 made gain immediate. Answer D is incorrect: ASC 842 did NOT eliminate sale-leasebacks; it CHANGED the accounting framework but still permits and addresses them.
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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