Expert Knowledge to Your Inbox - SignUp Now!

Lease Adjustments in Real Estate Downsizing: Four Routes and What Each Does Under ASC 842

Co-Founder and Managing Partner, iLease Management LLC

Questions this article answers

  • How do you account for giving back part of a leased office under ASC 842?
  • Is a partial lease termination a modification or a separate contract?
  • Does subleasing surplus office space change the head lease accounting?
  • What happens to the ROU asset when a company vacates space it still leases?

Lease adjustments in real estate downsizing take one of four routes. The company gives part of the space back, ends the whole lease, subleases the surplus, or simply vacates space it keeps paying for. Each is a different transaction under ASC 842, and each moves the right-of-use asset, the lease liability and earnings differently.

A partial termination books a gain or loss on the amendment date. A full termination clears both balances at once.

A sublease leaves the head lease where it was. Abandonment leaves the liability alone and pushes the asset through earnings early. So the route the real estate team negotiates decides the entry the accounting team makes.

Which leases should shrink first, and what does each contract allow?

Start with the lease abstracts, not the floor plans. For each location, pull the expiration date and the notice window, any termination or contraction option and its fee, and the sublease consent and restoration clauses. The key real estate lease terms and the data an abstract should include cover what to capture if the abstracts are thin.

Then rank the portfolio by remaining term, annual rent and actual use. The cheapest exit is a lease expiring within the year: decline the renewal inside the notice window.

The next cheapest is a lease with a termination option already written in. Exercising a contractual option to terminate is not a modification. ASC 842-10-25-11(b) excludes "the exercise of a contractual option to extend or terminate the lease" from the modification path and points it to ASC 842-20-35-5.

A contractual option that shrinks the premises rather than the term is not covered by that carve-out. Treat it as a partial termination under ASC 842-10-25-11(c) unless you have support to the contrary.

Everything else takes a negotiation. The landlord will ask for a fee, rent on the vacated space through a fixed date, and restoration of the floor. The lessee wants the give-back date, the new rent schedule and the fee in one signed amendment. That amendment's effective date is the modification date, so the critical lease dates belong on the close calendar.

Which downsizing route produces which accounting?

One row per route: the lease-management action, the ASC 842 treatment, the balance-sheet effect, and what the auditor asks to see.

RouteLease-management actionASC 842 treatmentBalance-sheet effectWhat the auditor asks for
Partial termination (give back part of the space) One signed amendment: reduced premises, reduced rent, effective date, fee and restoration terms. A modification, never a separate contract (842-10-25-8). Remeasure the liability at a rate set on the effective date (842-10-25-11(c)). Reduce the ROU asset proportionately; the difference is a gain or loss (842-10-25-13). Reassess classification as of the effective date (842-10-25-9, applying the criteria in 842-10-25-1). Liability and ROU asset both fall. Gain or loss on the effective date. Lower lease cost from then on. Amendment, remeasurement schedule, discount-rate support, the proportion used and its policy, classification memo.
Full termination Exercise a termination option or negotiate a buyout with a surrender date and fee. Remove the ROU asset and the liability; the difference is profit or loss (842-20-40-1). Both balances go to zero on the termination date. One-time gain or loss, fee included. Termination agreement, fee invoice, surrender-date evidence, derecognition entry.
Sublease of surplus space Landlord consent, a sublessee credit check, and a sublease that keeps the company on the head lease. Head lease continues unchanged while the company stays primarily obligated and the sublease is an operating lease (842-20-35-14(a)); a sales-type or direct financing sublease derecognizes the head-lease ROU asset (842-20-35-14(b) and (c)); a sublease that relieves it is a termination (842-20-40-3). Classify the sublease by reference to the building (842-10-25-6). Keep testing the ROU asset for impairment (842-20-35-9). Head lease liability and ROU asset stay. Sublease income as lessor. Possible impairment if sublease rent is below head-lease cost. Consent, sublease, classification memo, asset-group impairment analysis.
Abandonment (vacate, keep paying) Vacate with no intent or practical ability to sublease; document the decision date and the cease-use date. No modification, so the liability does not change. Test the ROU asset under Topic 360 (842-20-35-9). Shorten its useful life to the cease-use date (360-10-35-47). Liability stays and keeps unwinding. ROU asset amortized to zero by the cease-use date, so expense front-loads. Dated decision memo, cease-use evidence, impairment test, revised amortization schedule.

Is giving back space a modification or a new lease?

It is a modification of the existing lease, every time, because ASC 842-10-25-8 makes an amendment a separate contract only when two things hold. The change must grant the lessee an additional right of use, and the payments must rise in line with the standalone price of that right. A give-back grants nothing new, so it fails the first test. The modification decision framework walks the general case.

ASC 842-10-25-11(c) then names the transaction: a modification that "fully or partially terminates an existing lease (for example, reduces the assets subject to the lease)". For that case the lessee reallocates the remaining consideration. It remeasures the liability using a discount rate set on the effective date of the modification.

ASC 842-10-25-13 sets the asset side. The lessee reduces the right-of-use asset on a basis proportionate to the partial termination. Any difference between the liability reduction and the proportionate asset reduction is a gain or loss on the effective date.

That is what separates a give-back from a shortened term. For the cases in 842-10-25-11(a), (b) and (d), paragraph 842-10-25-12 pushes the whole remeasurement through the asset, with no gain or loss.

What "proportionate" means is a policy choice. PwC's Leases guide, section 5.5, says the reduction in the asset "can be based on either the reduction to the right-of-use asset or on the reduction to the lease liability". PwC treats that choice as an accounting policy election by class of underlying asset, and Deloitte's Roadmap describes the same two approaches. Pick one and apply it to every give-back in that class.

One more step. ASC 842-10-25-9 requires the entity to reassess the classification of the lease as of the effective date of any modification that is not a separate contract. The criteria are those in ASC 842-10-25-1. For five remaining years of office space that will almost always confirm operating, but the memo needs to exist.

What does a partial termination look like on the books?

Every input is stated so the arithmetic can be checked; the numbers are illustrative.

  • Operating lease of 20,000 square feet of office space. Five annual payments of $600,000 remain, each paid at year end.
  • Original discount rate 5%. The five-year annuity factor at 5% is 4.329477, so the pre-modification liability is $600,000 × 4.329477 = $2,597,686.
  • Pre-modification right-of-use asset $2,450,000, below the liability because of a lease incentive received at commencement.
  • Amendment effective today: the company gives back 8,000 square feet, which is 40% of the space. Rent falls to $360,000 a year for the remaining five years. No termination fee.
  • Updated incremental borrowing rate on the effective date 6%. The five-year annuity factor at 6% is 4.212364, so the post-modification liability is $360,000 × 4.212364 = $1,516,451.

The company's policy bases the proportion on the change in the liability. The liability falls by $2,597,686 − $1,516,451 = $1,081,235, which is 41.6230% of the old balance. Applying that ratio to the asset gives $2,450,000 × 0.416230 = $1,019,764.

LineBeforeChangeAfter
Lease liability$2,597,686−$1,081,235$1,516,451
Right-of-use asset$2,450,000−$1,019,764$1,430,236
Gain on modification$61,471

The entry debits the lease liability $1,081,235, credits the right-of-use asset $1,019,764 and credits a gain of $61,471. The gain exists because the asset was carried below the liability. The liability fell by more than 40% because the new 6% rate discounts the remaining rent harder than 5% did.

Under the other policy the proportion follows the space, so 40% comes off both balances first: $1,039,074 of liability and $980,000 of asset, for a gain of $59,074. Then remeasure the remaining $1,558,612 of liability to $1,516,451 at 6%. That $42,161 difference adjusts the asset to $1,427,839. Same facts, a $2,397 different gain.

A termination fee needs care. For a full termination, PwC's guide says that "if a termination penalty is paid, that amount is included in the gain or loss on termination." That means a penalty not already in the lease payments, and so not already in the liability (ASC 842-10-30-5(d), 842-20-40-1). For a partial termination, Deloitte's Accounting Spotlight on real estate rationalization treats the fee as lease cost, recognized prospectively over the remaining lease.

The difference follows from what each transaction does to the liability. A full termination extinguishes it, so the fee settles with it in the gain or loss. A partial termination keeps the lease running, so the fee attaches to the space the company keeps.

What happens when the whole lease is terminated early?

ASC 842-20-40-1 is short. A termination before the end of the lease term is accounted for by removing the right-of-use asset and the lease liability. Profit or loss is recognized for the difference. If the asset was carried below the liability, the exit produces a gain before the fee.

The date matters. Derecognition happens on the termination date, not the day the board decided to leave. Between those dates the company still controls the space and still has the asset.

KPMG's Leases Handbook, Question 6.5.33, notes that an intent to terminate or not renew early will generally constitute a plan to abandon the asset. That is the accounting in the abandonment section below.

What does subleasing surplus space do to the head lease?

Nothing, provided two things hold: the company remains primarily obligated to the landlord, and the sublease is itself classified as an operating lease. ASC 842-20-35-14(a) is the paragraph for that case: the original lessee continues to account for the original lease as it did before the sublease commenced. If the sublease is instead classified as sales-type or direct financing, ASC 842-20-35-14(b) and (c) require the sublessor to derecognize the head-lease right-of-use asset and keep only the lease liability.

KPMG's Handbook, section 8.2.80, sets out the operating-sublease case the same way. The sublessor continues to account for the head lease as before and continues to assess the head-lease ROU asset for impairment. The sublessee's rent is lessor income, not a cut in the company's own lease cost.

The sublease is its own lease, with the company as lessor. ASC 842-10-25-6 says it is classified by reference to the underlying asset, meaning the building, not the right-of-use asset. A few years of office space in a building with decades of life left will usually come out operating. ASC 842-20-35-15 lets the sublessor use the head-lease discount rate when the rate implicit in the sublease is not readily determinable.

Two side effects follow. First, impairment: if sublease rent is below head-lease cost for the same period, that space is under water. ASC 842-20-35-14(a) names that shortfall as an indicator that the head-lease asset may not be recoverable. ASC 842-20-35-9 sends the test to Topic 360, and the impairment of the right-of-use asset page covers the mechanics.

Second, lease term. ASC 842-10-55-28 lists subleasing beyond the current lease term as a triggering event for reassessing a renewal option. And if the sublease puts a new tenant on the head lease and relieves the company of its primary obligation, ASC 842-20-40-3 treats it as a termination.

What if the company simply vacates space it still pays for?

The lease liability does not move. Nothing in the contract changed, so there is nothing to remeasure. Deloitte's Spotlight puts it plainly: "[T]he corresponding lease liability is not affected because the lessee is not relieved of its obligations under the lease."

ASC 842-20-35-9 has the lessee test the right-of-use asset for impairment under Topic 360, the long-lived asset guidance. That test runs at the asset-group level. A vacated floor may produce no charge if the group it belongs to still recovers its carrying amount.

With or without an impairment, the useful life changes. ASC 360-10-35-47 has the company shorten the asset's life so it reaches salvage value, usually zero, by the cease-use date. KPMG's Handbook and Deloitte's Spotlight both apply that paragraph to right-of-use assets. On the books, amortization jumps between the decision date and the cease-use date, and the asset hits zero the day the lights go off.

KPMG's Handbook, Question 6.5.70, describes two acceptable amortization patterns where the asset has not been impaired; only the straight-line-to-cease-use pattern is available once it has.

Two boundaries apply. Abandonment requires no intent and no practical ability to sublease. KPMG's Handbook, Question 6.5.50, holds that an asset is not abandoned if the lessee has both the intent and the practical ability to sublease it. And idling is not abandoning: Question 6.5.55 of the same Handbook says temporarily idling an asset does not justify suspending or accelerating lease cost.

On all four routes the auditor wants the same file: the signed document or dated memo, the recomputed schedule, and support for every rate and proportion. The lease modification documentation page lists the package, and the common ASC 842 audit adjustments show what happens without it.

Frequently asked questions

Is a partial lease termination a separate contract under ASC 842?

No. ASC 842-10-25-8 treats a modification as a separate contract only when it grants an additional right of use priced at its standalone price. Giving back space grants nothing additional, so the amendment is accounted for inside the existing lease. The liability is remeasured at an updated discount rate, the right-of-use asset is reduced proportionately, and the difference is a gain or loss under ASC 842-10-25-13.

Does subleasing office space remove the lease liability?

Not on its own. Under ASC 842-20-35-14(a) a lessee that is still primarily obligated on the head lease, and whose sublease is classified as an operating lease, keeps accounting for it as before. The sublease is a separate lease in which the company is the lessor. The liability comes off only if the sublease relieves the company of its primary obligation, which ASC 842-20-40-3 treats as a termination of the original lease.

What happens to the right-of-use asset when a company abandons leased space?

The lease liability does not change, because the contract has not changed. The right-of-use asset is tested for impairment under Topic 360, as ASC 842-20-35-9 requires. Its useful life is shortened so that it is amortized to its salvage value, usually zero, by the date the company stops using the space.

Sources and further reading