2.3 Interaction With Other Accounting Standards
2.3.1 ASC 606 — Revenue From Contracts With Customers
ASC 842 has many areas of crossover between, or direct references to, ASC 606. For example, ASC 842 requires lessors to use the guidance in ASC 606-10-32-28 through 32-41 when separating, and allocating consideration to, the components in a contract (see Chapter 4 for a detailed discussion of those requirements).
In addition, the guidance in ASC 606 on sales with a repurchase agreement may
require suppliers to account for certain contracts with a customer within the
scope of ASC 842. The next section further discusses those requirements in ASC
606 and how they are related to ASC 842.
2.3.1.1 Repurchase Agreements
ASC 606-10
55-66 A repurchase agreement is a contract in which an entity sells an asset and also promises or has the option (either in the same contract or in another contract) to repurchase the asset. The repurchased asset may be the asset that was originally sold to the customer, an asset that is substantially the same as that asset, or another asset of which the asset that was originally sold is a component.
55-68 If an entity has an obligation or a right to repurchase the asset (a forward or a call option), a customer does not obtain control of the asset because the customer is limited in its ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset even though the customer may have physical possession of the asset. Consequently, the entity should account for the contract as either of the following:
- A lease in accordance with Topic 842 on leases, if the entity can or must repurchase the asset for an amount that is less than the original selling price of the asset unless the contract is part of a sale and leaseback transaction. If the contract is part of a sale and leaseback transaction, the entity should account for the contract as a financing arrangement and not as a sale and leaseback transaction in accordance with Subtopic 842-40.
- A financing arrangement in accordance with paragraph 606-10-55-70, if the entity can or must repurchase the asset for an amount that is equal to or more than the original selling price of the asset.
55-72 If an entity has an obligation to repurchase the asset at the customer’s request (a put option) at a price that is lower than the original selling price of the asset, the entity should consider at contract inception whether the customer has a significant economic incentive to exercise that right. The customer’s exercising of that right results in the customer effectively paying the entity consideration for the right to use a specified asset for a period of time. Therefore, if the customer has a significant economic incentive to exercise that right, the entity should account for the agreement as a lease in accordance with Topic 842 on leases unless the contract is part of a sale and leaseback transaction. If the contract is part of a sale and leaseback transaction, the entity should account for the contract as a financing arrangement and not as a sale and leaseback transaction in accordance with Subtopic 842-40.
The guidance in ASC 606 on sales with a repurchase agreement (whether an obligation or an option) is intended to identify scenarios in which the supplier has not transferred control of the asset to the customer. That is, the economic substance of the sale, together with the repurchase obligation or right, is to convey to the customer control of the use of the asset for a certain period in exchange for consideration.
Example 62, Case B, in ASC 606 illustrates how a sale with a repurchase
agreement that includes a put option would be accounted for as a lease. For
this example and further discussion of the guidance in ASC 606 on sales with
a repurchase agreement, see Section
8.7 of Deloitte’s Roadmap Revenue Recognition.
Changing Lanes
Lease Classification in a
Sale With a Repurchase Agreement
In the sale of an asset, an entity may “fail” the transfer-of-control guidance
in ASC 606 because of an obligation or right to repurchase the asset
(e.g., through a call option) for an amount that is less than its
original selling price. As a result, in accordance with ASC
606-10-55-68, the supplier would not record a sale and recognize
revenue from a contract with a customer but would instead account
for the arrangement as a lease under ASC 842.
Stakeholders have questioned whether it is possible for a supplier to fail sale
accounting under ASC 606 but classify the arrangement under ASC 842
as a sales-type lease. We believe that an entity can classify the
lease as a sales-type lease under ASC 842 provided that any of the
criteria in ASC 842-10-25-2 are met and the conditions in ASC
842-10-25-3A are not met. In other words, a supplier could transfer
control (and thus recognize a selling profit or loss at
commencement) under ASC 842 but not under ASC 606. (See Chapter 9 for
further discussion of a lessor’s accounting and classification.)
This scenario is illustrated in Example 2-3.
However, we believe that, in certain circumstances,
the application of the repurchase guidance in ASC 606 is not as
straightforward. In such cases, we would expect the classification
of the lease as a sales-type lease to be rare (see Example 2-4).
Entities that enter into such transactions should consider
consulting their accounting advisers.
Example 2-3
Supplier enters into an
arrangement to sell a piece of equipment to
Customer at its fair value, $10 million. The
equipment has a 25-year economic and useful life
with a residual value of $0. Included in the
arrangement is a call option granted to Supplier
through which Supplier may repurchase the asset.
The repurchase option is exercisable after 20
years (on a specified date). The strike price of
the repurchase option is $2 million. In this
scenario, it may be appropriate for Supplier to
classify its arrangement with Customer as a
sales-type lease in accordance with ASC
842-10-25-2 and recognize selling profit or loss
at commencement because, while the call option
precludes the transfer of control of the asset to
Customer under ASC 606, the resulting lease
accounted for under ASC 842 is for a term that
constitutes the major part of the remaining
economic life of the underlying asset.
Example 2-4
Entity X sells enterprise customers a bundled
cybersecurity solution to protect against advance
cybersecurity threats. In its standard revenue
contracts, X promises to provide customers with a
smart device (i.e., hardware with embedded software)
and annual subscription services that deliver timely
notifications by combining the output from the
hardware with proprietary know-how. Entity X
performs an analysis under ASC 606 (see Chapter 5 of
Deloitte’s Roadmap Revenue Recognition) and
concludes, on the basis of the specific facts and
circumstances, that its contracts include a single
performance obligation and revenue is recognized
ratably over the subscription term.
In the current year, X enters into a contract with
Customer G, a governmental entity. The contract
requires G to obtain title to the hardware but
includes a term that gives X the right to repurchase
the hardware for $1 at the end of the contract term.
As a result of X’s right to purchase the hardware,
in accordance with ASC 606-10-55-58, X should
account for the arrangement as a lease under ASC
842. We believe that it may be acceptable for X to
conclude that there is no lease because, in addition
to the lease-out from the supplier (X) to the
customer (G), there may be a corresponding lease-in
from G back to X given X’s use of the hardware’s
output under ASC 842. This may be because X uses the
hardware to transfer the promised services to G and
G does not obtain the right to direct the how and
for what purpose (HAFWP) decisions related to the
hardware throughout the period of use. Accordingly,
X would not classify the arrangement as a sales-type
lease.
When applying the repurchase guidance in ASC
606-10-55-68 in this scenario, X should carefully
evaluate all the facts and circumstances and
consider consulting its accounting advisers.
Connecting the Dots
Asymmetry Between Supplier
and Customer in a Sale With a Repurchase
Agreement
ASC 606 does not address the customer’s accounting for arrangements within its scope, so
there is no requirement in ASC 606 for a customer in a sale with a repurchase agreement to
account for that arrangement as a lease.
Therefore, a customer is likely to account for such an arrangement as a purchase of the
asset (e.g., in accordance with ASC 360 for PP&E). In other words, while ASC 606 contains
comprehensive guidance governing when a supplier transfers control of an asset, there is little
guidance in U.S. GAAP governing when a customer obtains control.
Changing Lanes
Seller-Provided Residual
Value Guarantees
Section 8.7 of Deloitte’s Roadmap
Revenue
Recognition notes that the FASB, in its
deliberations with the IASB related to ASC 606 and IFRS 15,
respectively, explicitly decided to view sales with a
seller-provided residual value guarantee (e.g., when a seller
provides its customer with a guaranteed amount to be paid on resale)
differently from sales with a repurchase agreement. In paragraph
BC431 of ASU
2014-09, the boards acknowledged that such
arrangements are economically similar in terms of cash flows but
differ with respect to the customer’s ability to control the asset.
That is, the customer is “not constrained in its ability to direct
the use of, and obtain substantially all of the benefits from, the
asset” it purchased that is subject to a seller-provided residual
value guarantee.
Further, the FASB recognized that its decisions on this topic would lead to a
change in practice. Under ASC 605 and ASC 840, such arrangements
were generally accounted for as leases. Accordingly, sales with a
seller-provided residual value guarantee are subject to the five
steps of the model in ASC 606 and are not accounted for as leases
within the scope of ASC 842.
2.3.2 ASC 815 — Derivatives and Hedging
ASC 842-10
15-43 Paragraph 815-10-15-79 explains that leases that are within the scope of this Topic are not derivative instruments subject to Subtopic 815-10 on derivatives and hedging although a derivative instrument embedded in a lease may be subject to the requirements of Section 815-15-25. Paragraph 815-10-15-80 explains that residual value guarantees that are subject to the guidance in this Topic are not subject to the guidance in Subtopic 815-10. Paragraph 815-10-15-81 requires that a third-party residual value guarantor consider the guidance in Subtopic 815-10 for all residual value guarantees that it provides to determine whether they are derivative instruments and whether they qualify for any of the scope exceptions in that Subtopic.
Because leases that are within the scope of ASC 842 are exempt from the scope of
ASC 815-10, contracts within the scope of ASC 842 that meet the definition of a
lease (see Chapter
3) are not accounted for as freestanding derivative instruments.
However, this guidance may still be relevant in the determination of whether a
lease agreement contains an embedded derivative that must be separated from the
lease contract and accounted for separately as a derivative instrument in
accordance with ASC 815. Thus, when analyzing a leasing transaction, an entity
should consider the derivative and hedging implications, including ASC 815 and
the relevant implementation guidance.
Components of a lease agreement that might be considered embedded derivatives
include, but are not limited to:
-
Option arrangements, such as purchase or renewal options.
-
Indexed rental payments.
-
Additional rental payments that are contingent on the occurrence of an outside event or achieving a certain threshold.
-
Rental payments denominated in a foreign currency.
The terms of any lease arrangement containing these or similar
provisions must be analyzed to determine whether the provision meets the
definition of a derivative described in ASC 815-10-15-83 and, if so, whether ASC
815 requires separate accounting for the embedded derivative. ASC 815-15-25 and
other implementation guidance include extensive guidance on identifying and
accounting for embedded derivatives that must be separated from their host
contracts.
Lessors and lessees may also want to enter into hedging
transactions to reduce their potential cash flow variability. ASC 815 and
relevant implementation guidance address the requirements for achieving hedge
accounting and how to account for a hedging relationship. See Deloitte’s Roadmap
Hedge Accounting for further
discussion.
See the next section for further discussion of derivatives
embedded in leases.
2.3.2.1 Derivatives Embedded in a Lease
Certain variable lease payments (e.g., those that depend on an index or rate)
could meet the criteria in ASC 815-15-25-1 to be bifurcated as an embedded
derivative. Accordingly, the FASB acknowledged in paragraph BC119 of ASU
2016-02 that because ASC 842 does not require entities to measure such
variable lease payments at fair value, “unrelated derivative contracts could
be bundled with leases to avoid measuring such embedded derivatives at fair
value.” Accordingly, the Board decided to retain the requirement to assess a
lease contract to determine (1) whether any embedded derivatives exist and,
if so, (2) whether they should be bifurcated in accordance with the guidance
in ASC 815-15.
The assessment of whether an embedded derivative is clearly and closely related
to its host contract (e.g., a lease within the scope of ASC 842) is based on
the economic relationship between the embedded derivative and the host
contract. To be considered clearly and closely related to a lease host, the
economic characteristics and risks of the lease contract should be similar
to those of the embedded derivative. If the two are not clearly and closely
related, the embedded derivative should be bifurcated and accounted for
separately at fair value if the embedded feature has the characteristics of
a derivative instrument on a freestanding basis in ASC 815-10-15-83 and does
not qualify for a scope exception from derivative accounting.
The table below highlights embedded features that would generally not be
considered clearly and closely related to a lease host contract. See
Section
4.3.2.4.1 of Deloitte’s Roadmap Derivatives for further
discussion of common embedded features in lease host contracts.
Clearly and Closely Related | Not Clearly and Closely Related | |
---|---|---|
Lease host |
|
|
The examples below describe how payment features commonly
observed in lease contracts would be evaluated for potential bifurcation as
embedded derivatives.
Example 2-5
Rent Increases Based on Sales Volume
Company ABC leases property from Company XYZ in
Germany. The lease provides for annual rent
increases based on a percentage of ABC’s retail
sales in Germany during the calendar year. The
increase is an adjustment to the following year’s
rent payments.
The lease contains an embedded
contingent rent payment based on ABC’s retail sales
in Germany. The embedded derivative does not need to
be accounted for separately because ABC’s retail
sales would qualify for the exception in ASC
815-10-15-59(d), which excludes from its scope
non-exchange-traded contracts with underlyings that
are the sales or service revenues of one of the
parties to the contract. Therefore, this embedded
derivative on a percentage of ABC’s German retail
revenues would not need to be bifurcated in
accordance with ASC 815-15-25-1(c).
Example 2-6
Lease Contracts With Adjustments That Are Based on
Interest Rate Changes
Company D has 10-year operating
leases for retail stores and a distribution center.
The operating lease payments are part of a synthetic
lease transaction in which an off-balance-sheet
special-purpose entity (SPE) has obtained debt
financing and equity that it will use to construct
the retail stores and distribution center. The SPE
will lease these buildings to D. The leases require
D to make quarterly variable lease payments on the
basis of the SOFR interest rate applied to the SPE’s
total debt outstanding. For example, if the SPE has
drawn cash to begin construction on one of the new
retail stores, D must begin to make interest
payments to the SPE on that drawn amount.
The operating leases for the retail
stores and distribution center have embedded
derivatives that result in an adjustment to the
lease payment and are based on interest rates (i.e.,
SOFR). The embedded derivative does not need to be
bifurcated because the obligation to make future
payments for the use of the leased assets and the
adjustment of those payments for changes in a
variable interest rate index are considered clearly
and closely related under ASC 815-15-25-22.
Note that SPEs should be evaluated
to determine whether they are subject to ASC 810-10.
Some “synthetic lease” transactions may have to be
consolidated under ASC 810-10.
2.3.2.2 Residual Value Guarantees
As noted above in ASC 842-10-15-43, and as described in ASC 815-10-15-80,
residual value guarantees that are accounted for under ASC 842, including
any residual value guarantee between the lessee and the lessor, are not
subject to the derivative accounting guidance in ASC 815-10. However, ASC
815-10-15-81 notes that a third-party guarantor must assess whether any
residual value guarantee that it writes on an underlying leased asset is
subject to the guidance in ASC 815-10.
A leased asset subject to a third-party residual value guarantee will always be
a nonfinancial asset (i.e., financial assets cannot be leased). Accordingly,
a third-party guarantor may seek to avoid fair value measurement of the
guarantee and instead qualify for the scope exception in ASC 815-10-15-59(b)
for contracts that are not traded on an exchange and that are settled on the
basis of a price or value of a nonfinancial asset. Third-party guarantors
will generally meet the second condition in ASC 815-10-15-59(b) because
increases in the fair market value of the underlying nonfinancial asset
reduce the third-party guarantor’s exposure and the asset’s owner therefore
would not benefit from such an increase in value under the contract.
2.3.3 ASC 810 — Consolidation
ASC 810-10
55-39 Receivables under an
operating lease are assets of the lessor entity and provide
returns to the lessor entity with respect to the leased
property during that portion of the asset’s life that is
covered by the lease. Most operating leases do not absorb
variability in the fair value of a VIE’s net assets because
they are a component of that variability. Guarantees of the
residual values of leased assets (or similar arrangements
related to leased assets) and options to acquire leased
assets at the end of the lease terms at specified prices may
be variable interests in the lessor entity if they meet the
conditions described in paragraphs 810-10-25-55 through
25-56. Alternatively, such arrangements may be variable
interests in portions of a VIE as described in paragraph
810-10-25-57. The guidance in paragraphs 810-10-55-23
through 55-24 related to debt instruments applies to
creditors of lessor entities.
Once a lease has been identified under ASC 842, a reporting entity
(lessee) should evaluate whether a lease is a variable interest in the legal entity
(lessor). The assessment of whether a lease is a variable interest first depends on
whether the lease is classified as an operating lease or a finance lease. In a
leasing arrangement accounted for as an operating lease, all relationships and
contractual arrangements between the lessee, lessor, and variable interest holders
of the lessor should be evaluated to determine whether those relationships or
arrangements result in the lessee’s absorption of expected losses or the receipt of
expected residual returns of the legal entity, even if the lessee has not entered
into an arrangement that would be an explicit variable interest in the legal entity.
In a leasing arrangement accounted for as a finance lease, unless the fair value of
the assets subject to a lease represents less than half the fair value of the
lessor’s assets (see Chapter
6 of Deloitte’s Roadmap Consolidation — Identifying a Controlling Financial
Interest), a finance lease represents a variable interest in
the legal entity. In addition, see Section 4.3.9 of Deloitte’s Roadmap Consolidation — Identifying a Controlling Financial
Interest for further details on other contractual features in
a lease that could represent a variable interest.