Accounting for Nonmonetary Exchanges
Conceptual and Practical Implications of SFAS 153

By James M. Fornaro, Rita J. Buttermilch, and John Biondo

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Since 1973, APBO 29, Accounting for Nonmonetary Transactions, permitted an exception to this fair value principle for exchanges involving “similar productive assets.” Such exchanges were generally measured and recognized by reference to the book value of the assets relinquished. SFAS 153 eliminates that exception, but introduces a new exception for exchanges that lack “commercial substance.” (APBO 29 also addressed other types of nonmonetary transactions, including “nonreciprocal” transfers with owners—e.g., dividends in-kind; or other parties—e.g., in-kind charitable contributions. These transactions were not impacted by SFAS 153.) This standard was issued as part of the short-term convergence project with the International Accounting Standards Board (IASB). In fact, FASB largely adopted the revisions previously made to IAS 16, Property, Plant and Equipment.

Implementing SFAS 153 requires an understanding of the term “commercial substance” and how this concept introduces a unique element of subjectivity to the accounting for nonmonetary transactions. Given the lack of implementation guidance in SFAS 153, specific illustrations are provided below and contrasted with prior practice. The authors believe that SFAS 153 not only presents a number of interesting and challenging issues, it also introduces elements of professional judgment that are likely to recur in future standards.

Underlying Concepts and Changes in Practice

Under APBO 29 (para. 3c), an “exchange” was defined as a reciprocal transfer whereby an entity accepts an asset or service (or satisfies a liability) by relinquishing another asset, providing a service, or incurring another obligation. SFAS 153 (para. 2a) amends this definition of exchange by requiring the transferor to relinquish the usual risks and rewards of the asset and have no “substantial continuing involvement” therein. APBO 29 also focused on the “attributes” of the assets exchanged (i.e., similar or dissimilar) to determine the basis for measurement and recognition of any associated gain or loss on the transaction. A reciprocal exchange involving similar productive assets was generally recorded using the book value of the transferred asset [similar productive assets are “of the same general type, that perform the same function or that are employed in the same line of business” (APBO 29, par 3e)].

Many accountants asserted, and FASB agreed, that assessing the “similarity” of assets exchanged could be overly subjective and difficult to apply in practice. This contention existed despite the exhaustive guidance available in EITF Issues 98-3, Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business, and 01-2, Interpretations of APB Opinion No. 29.

For more than 30 years, the fair value exception for similar productive assets was supported by the following reasoning:

• The earnings process was not complete when such exchanges transpired.
• Revenue should be recognized from the sale of goods and services emanating from the production process, not by the mere substitution of productive assets.
• The entity was often in substantially the same economic position after the exchange.
• The use of fair values could result in the arbitrary recognition of gains.

This exception permitted a number of nonmonetary exchanges to be recorded at book value despite the fact that the transactions may have significantly changed the economic position of the reporting entity. In SFAS 153, FASB concluded that the recognition and measurement principles applicable to these transactions are better viewed by evaluating changes to the economics of the reporting entity (commercial substance). This approach was deemed preferable to the subjective evaluation of the “similarity” of assets and the “timing” of the earnings process.

Scope and Applicability

SFAS 153 is applicable to nonmonetary exchanges occurring after June 15, 2005. Certain transactions are specifically excluded from its scope:

• business combinations;
• nonmonetary exchanges of assets between entities under common control;
• nonmonetary assets (or services) acquired in exchange for the reporting entity’s common stock;
• stock dividends and splits;
• a transfer of assets in exchange for an equity interest in that entity;
• transfers of financial assets; and
• certain transactions by oil and gas producers.

SFAS 153 also amends the scope of SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to include exchanges of equity-method investments for similar productive assets.

During its deliberations over SFAS 153 (para. A20), FASB considered amending the scope of SFAS 66, Accounting for Sales of Real Estate, to also include exchanges of real estate. FASB later decided that accounting guidance for reciprocal exchanges of real estate would remain within the scope of APBO 29.

A New Focus on Commercial Substance

SFAS 153 requires that nonmonetary exchanges be recorded using the book value of the asset relinquished (after a reduction for impairment, if applicable) if one of the following three conditions applies:

• The fair value of the asset relinquished or received cannot be determined (within reasonable limits).
• There is an exchange of inventory for inventory that will be sold in the same line of business to facilitate sales to customers.
• The transaction lacks commercial substance.

The first two conditions are essentially unchanged from APBO 29. The third condition replaces the prior exception for similar productive assets.

“Commercial substance” is a new concept in U.S. GAAP and presents unique, subjective challenges for practitioners. Unfortunately, FASB did not specifically define this term. The concept focuses on the business purpose or rationale of the exchange, and requires an examination of changes in the entity’s economic position as a result of the transaction. Essentially, commercial substance exists “if the entity’s future cash flows are expected to significantly change as a result of the exchange” (para. 2d). FASB believes that cash flow tests provide “objective evidence” of the business purpose of the transaction, even though the existence of commercial substance and the underlying assumptions are determined by its management.

Commercial substance is deemed to exist if either of the following conditions is present (para 2d):

• The “configuration” of the future cash flows related to the asset received is expected to be significantly different from that of the asset transferred. Configuration relates to the risk, timing, and amount of cash flows.
• The “entity-specific value” of the asset received differs from the entity-specific value of the asset transferred, and this difference is significant when compared to the fair values of the assets exchanged.

Though the determination of commercial substance suggests the need for detailed calculations, FASB indicates that a “qualitative assessment” may be all that is required.

The term “entity-specific value” is relatively new to FASB standards, though it was introduced as part of the conceptual framework in Statement of Financial Accounting Concepts 7, Using Cash Flow Information and Present Value in Accounting Measurements. Essentially, it represents the present value of the entity’s expected future cash flows from the use and disposition of the asset. Entity-specific value differs from fair value, because it reflects the entity’s expectations as to the amounts, timing, and uncertainty of cash flows versus those assumed by others in the marketplace.

The factors that management should consider when determining an asset’s entity-specific value have been broadly interpreted. These include the manner in which the asset is integrated with the entity’s operations as well as the synergies expected as a result of the exchange. The minutes of FASB’s April 22, 2003, meeting indicate that changes in entity-specific value can be assessed “with and without the inbound asset.”

Illustrations: SFAS 153 Versus Prior Practice

Many respondents to the exposure draft of SFAS 153 requested that FASB provide illustrations or implementation guidance, particularly with respect to the new commercial substance provisions. It declined, however, to provide such guidance (para. A12) “because it believes that the additional guidance related to commercial substance sufficiently clarifies the meaning of that term.” FASB was also concerned that such examples “might be viewed as bright lines” by accountants.

The authors’ informal discussions with practitioners and accounting educators suggest the need for added clarity concerning the new concepts and the subjectivity introduced in SFAS 153. Accordingly, Exhibit 1 (Trade-in of Equipment), Exhibit 2 (Exchange of Equipment), and Exhibit 3 (Exchange of Real Property) highlight key provisions in SFAS 153 and contrast them with prior practice.

Remember that gains and losses on exchanges of similar productive assets are still deferred for tax purposes under IRC section 1031(a). Accordingly, temporary differences and deferred tax consequences will arise if commercial substance exists.

What about boot? In general, SFAS 153 retains the measurement and recognition concepts in APBO 29 in cases where boot (i.e., monetary consideration) is paid or received. Exhibits 1 and 2 include situations where boot is paid in an otherwise nonmonetary exchange. The consensus in Issue 8(a) of EITF 01-02, Interpretations of APB Opinion No. 29, also remains unchanged. In other words, nonmonetary exchanges that involve “significant” boot, defined as 25% or more of the fair value of the exchange, are deemed to be monetary. Indeed, both parties should record these exchanges at fair value and recognize all gains or losses accordingly.

Disclosure. SFAS 153 did not change the disclosure requirements under para. 28 of APBO 29. Accordingly, the following information regarding nonmonetary exchanges must still be disclosed:

• The nature of the transaction;
• The basis of accounting for the assets transferred; and
• The amount of gain or loss recognized during the period.

Future Implications

This article summarizes and illustrates the salient aspects of SFAS 153 and the associated implications for accounting practice. A close examination of the standard, however, reveals that the subjectivity inherent in assessing commercial substance could result in inconsistent application of SFAS 153’s provisions. FASB is expected to use the commercial substance concept in future accounting standards. Accordingly, the authors recommend that FASB consider providing additional guidance on how accountants should implement this concept in the future.

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