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#cbizmhmwebinar 1 CBIZ & MHM Executive Education Series™ Understanding Complex Debt and Equity Transactions Mike Loritz and Christine McAlarney December 6, 2016

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  • #cbizmhmwebinar 1

    CBIZ & MHM Executive Education Series

    Understanding Complex Debt and Equity Transactions Mike Loritz and Christine McAlarney December 6, 2016

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    About Us

    Together, CBIZ & MHM are a Top Ten accounting provider Offices in most major markets Tax, audit and attest and advisory services Over 2,900 professionals nationwide

    A member of Kreston International A global network of independent

    accounting firms

    MHM (Mayer Hoffman McCann P.C.) is an independent CPA firm that provides audit, review and attest services, and works closely with CBIZ, a business consulting, tax and financial services provider. CBIZ and MHM are members of Kreston International Limited, a global network of independent accounting firms.

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    Before We Get Started

    To view this webinar in full screen mode, click on view options in the upper right hand corner.

    Click the Support tab for technical assistance.

    If you have a question during the presentation, please use the Q&A feature at the bottom of your screen.

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    CPE Credit

    This webinar is eligible for CPE credit. To receive credit, you will need to answer periodic participation markers throughout the webinar. External participants will receive their CPE certificate via email immediately following the webinar.

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    Disclaimer

    The information in this Executive Education Series course is a brief summary and may not include all

    the details relevant to your situation.

    Please contact your service provider to further discuss the impact on your business.

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    Presenters

    Mike has 18 years of experience in public accounting with diversified

    financial companies and other service based companies, including

    banking, broker/dealer, investment companies, and other diversified

    companies ranging from audits of public entities in the Fortune 100 to

    small private entities.

    He is a member of MHM's Professional Standards Group, providing

    accounting knowledge leadership in the areas of derivative financial

    instruments, financial instruments, share-based compensation, fair

    value, revenue recognition and others.

    816.945.5611 [email protected]

    MIKE LORITZ, CPA MHM Shareholder

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    Presenters

    Located in our Tampa Bay office, Christine has worked extensively in all

    aspects of audit, review and compilation engagements, as well as

    Securities and Exchange Commission reporting. Her industry experience

    includes mortgage service, manufacturing, distribution, software,

    biopharmaceutical, insurance, and healthcare.

    Christine is a member of MHM's Professional Standards Group where

    she spends a dedicated portion of time providing internal consultations

    and supporting the Professional Standards Group's thought leadership

    and educational activities. Her subject matter expertise is in business

    combinations, complex debt and equity arrangements, and financial

    instruments.

    727.572.1400 [email protected]

    CHRISTINE MCALARNEY, CPA MHM Senior Manager

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    Brief Overview

    Liability or Equity?

    Instruments Where Guidance Is Often Misapplied: Freestanding warrants Conversion options embedded in debt

    Questions Where Mistakes Are Often Made: Is the instrument freestanding? Is the instrument indexed to an obligation to

    repurchase the issuers equity shares? (ASC 480-10-25-8)

    Is the embedded instrument clearly and closely related to the host contract? (ASC 815-15-25-1)

    Does the embedded conversion option meet the definition of a derivative? (ASC 815-15-25-1)

    Does the instrument meet the additional conditions required for equity classification? (ASC 815-40-25-7)

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    ACCOUNTING FOR FREESTANDING WARRANT INSTRUMENTS

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    Accounting for Freestanding Warrant Instruments

    Is the financial instrument within the scope of ASC

    480?

    Does the freestanding

    instrument meet the definition of a derivative? (ASC 815-10-15-83)

    Is the freestanding instrument considered

    indexed to the companys own stock? (ASC 815-

    40-15)

    Does the instrument meet

    the additional conditions

    required for equity classification?

    (ASC 815-40-25-7)

    Accounting roadmap for a freestanding warrant:

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    Accounting for Freestanding Warrant Instruments

    Is the financial instrument within the scope of ASC 480?

    The guidance under ASC 480 applies to freestanding financial instruments. It does not apply to an embedded financial instrument.

    A freestanding financial instrument is a financial instrument that meets either of the two following conditions:

    1. It is entered into separately and apart from any of the entitys other financial instruments or equity transactions.

    2. It is entered into in conjunction with some other transaction and is legally detachable and separately exercisable.

    Example Embedded Financial Instrument:

    Conversion option embedded in a debt instrument

    Example Freestanding Financial Instrument:

    Warrants provided in conjunction with a debt instrument

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    Accounting for Freestanding Warrant Instruments

    Is the financial instrument within the scope of ASC 480?

    ASC 480-10-25 provides guidance on which instruments should be treated as a liability within the scope of this standard which includes the following: Mandatory redeemable financial instruments (excluding those triggered

    upon liquidation or termination of the reporting entity)

    Conditional obligation to redeem the instrument when the condition or event occurs, the condition is resolved, or the event becomes certain to occur

    Has both of following characteristics at inception: a) Embodies an obligation to repurchase the issuers equity shares, or is indexed

    to such an obligation b) Requires or may require the issuer to settle the obligation by transferring

    assets

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    Accounting for Freestanding Warrant Instruments

    Is the financial instrument within the scope of ASC 480?

    A financial instrument that embodies an unconditional or conditional obligation that the instrument must be settled by issuing a variable number of equity shares shall be classified as a liability if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following:

    a) A fixed monetary amount known at inception b) Variations in something other than the fair value of the issuers equity

    shares (for example, indexed to S&P 500) c) Variations inversely related to changes in the fair value of the issuers

    equity

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    Accounting for Freestanding Warrant Instruments

    Is the financial instrument within the scope of ASC

    480?

    Does the freestanding

    instrument meet the definition of a derivative? (ASC 815-10-15-83)

    Is the freestanding instrument considered

    indexed to the companys own stock? (ASC 815-

    40-15)

    Does the instrument meet

    the additional conditions

    required for equity classification?

    (ASC 815-40-25-7)

    Accounting roadmap for a freestanding warrant:

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    Accounting for Freestanding Warrant Instruments

    Does the freestanding instrument meet the definition of a derivative?

    A derivative instrument is a financial instrument or other contract with all of the following characteristics:

    a) Underlying, notional amount, payment provision. b) Initial net investment. c) Net settlement. The contract can be settled net by any of the following

    means: 1. Its terms implicitly or explicitly require or permit net settlement. 2. It can readily be settled net by a means outside the contract. 3. It provides for delivery of an asset that puts the recipient in a

    position not substantially different from net settlement.

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    Accounting for Freestanding Warrant Instruments

    Does the freestanding instrument meet the definition of a derivative?

    Concept of Net Share Settled

    Cashless Exercise Provision in Warrant Agreement: Entity A has a warrant to buy 100 shares of the common stock of Entity X at $10 a share. Entity X is a privately held entity. The warrant provides Entity X with the choice of settling the contract physically (gross 100 shares) or on a net share basis. The stock price increases to $20 a share. Instead of Entity A paying $1,000 cash and taking full physical delivery of the 100 shares, the contract is net share settled and Entity A receives 50 shares of stock without having to pay any cash for them. (Net share settlement is sometimes described as a cashless exercise.) The 50 shares are computed as the warrants $1,000 fair value upon exercise divided by the $20 stock price per share at that date.

    Transferability: If the warrant can be transferred.

    If the shares underlying the instrument are readily convertible to cash.

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    Accounting for Freestanding Warrant Instruments

    Is the financial instrument within the scope of ASC

    480?

    Does the freestanding

    instrument meet the definition of a derivative? (ASC 815-10-15-83)

    Is the freestanding instrument considered

    indexed to the companys own stock? (ASC 815-

    40-15)

    Does the instrument meet

    the additional conditions

    required for equity classification?

    (ASC 815-40-25-7)

    Accounting roadmap for a freestanding warrant:

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    Accounting for Freestanding Warrant Instruments

    Is the freestanding instrument considered indexed to the companys own stock?

    Indexed to Own Stock

    ASC 815-40-15-7 states, in part, that an entity should evaluate whether an equity-linked financial instrument is considered indexed to its own stock within the meaning of this Subtopic and paragraph 815-10-15-74(a) using the following two-step approach: 1. Evaluate the instrument's contingent exercise provisions, if any. 2. Evaluate the instrument's settlement provisions.

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    Accounting for Freestanding Warrant Instruments

    Is the freestanding instrument considered indexed to the companys own stock?

    Step 1: Evaluate the instrument's contingent exercise provisions Contingent exercise provisions affect the holders ability to exercise the instrument. For example, the holder may have a contingent exercise right or may have their right to exercise accelerated, extended or eliminated upon satisfaction of a contingency. Step 2: Evaluate the instrument's settlement provisions The second step is to evaluate the settlement provisions. An instrument shall be considered indexed to an entitys own stock if its settlement amount will equal the difference between:

    The fair value of a fixed number of the entitys shares A fixed monetary amount (the exercise price)

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    Accounting for Freestanding Warrant Instruments

    Is the freestanding instrument considered indexed to the companys own stock?

    An instrument shall be considered indexed to an entitys own stock if its settlement amount will equal the difference between:

    The fair value of a fixed number of the entitys shares A fixed monetary amount (the exercise price)

    WHAT DOES THAT MEAN? If there is a provision in the agreement that will change the settlement amount, then the instrument is not fixed for fixed. For example, if the warrant exercise will be rounded down to a lower exercise price given to another investor that is not market, then the settlement amount is not fixed for fixed. Certain changes in the warrants settlement provisions are acceptable, however. We illustrate those on the following slide.

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    Accounting for Freestanding Warrant Instruments

    Is the freestanding instrument considered indexed to the companys own stock?

    Adjustments to the exercise price as a result of a stock split or stock dividend will not preclude the instrument from being treated as an equity instrument because the settlement amount does not change. Assume after the warrant was issued, the Company adjusted the exercise price of the warrant 10:1 as a result of a stock split.

    Before a Stock Split After a Stock Split

    Fair Value per Share Shares Total FV Fair Value per Share Shares Total FV10.00$ 100 1,000.00$ 1.00$ 1000 1,000.00$

    Exercise Price Shares Total Exercise Price Exercise Price Shares Total Exercise Price5.00$ 100 500.00$ 0.50$ 1000 500.00$

    Settlement Amount 500.00$ Settlement Amount 500.00$

    The settlement amount is the difference between the total fair value of the underlying shares and the total exercise price.

    Sheet1

    At the time of grant:

    Warrants Issued100.00[a]

    Fair value per share$ 10.00[b]

    Exercise Price$ 10.00[c]

    Our total set cost to exercise$ 1,000.00[a] * [c]Difference BetweenBefore a Stock SplitAfter a Stock Split

    Fair Value per ShareSharesTotal FVFair Value per ShareSharesTotal FV

    Later, we want to exercise:FV of a fixed amt of shares$ 10.00100$ 1,000.00$ 1.001000$ 1,000.00

    Fair Value per Share$ 15.00[d]

    Our gain (per share) so far [e]$ 5.00[d] - [b]Exercise PriceSharesTotal Exercise PriceExercise PriceSharesTotal Exercise Price

    Our total gain so far$ 500.00[a] * [e]Exercise price$ 5.00100$ 500.00$ 0.501000$ 500.00

    We are allowed to use our current gain to reduce our cost to exercise as follows:Settlement Amount$ 500.00Settlement Amount$ 500.00

    The settlement amount is the difference between the total fair value of the underlying shares and the total exercise price.

    Shares exercised100.00

    Shares receiv

    Fair Value per Share$ 15.00At Original IssuanceImpact of Downround Using Current Market Price

    Fair Value per ShareSharesTotal FVFair Value per ShareSharesTotal FV

    $ 5.00100$ 500.00$ 4.00100$ 400.00

    Exercise PriceSharesTotal Exercise PriceExercise PriceSharesTotal Exercise Price

    $ 5.00100$ 500.00$ 4.00100$ 400.00

    Settlement Amount$ - 0Settlement Amount$ - 0

    The settlement amount is the difference between the total fair value of the underlying shares and the total exercise price.

    Sheet2

    Sheet3

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    Accounting for Freestanding Warrant Instruments

    Is the freestanding instrument considered indexed to the companys own stock?

    Adjustments to the exercise price that round the exercise price to the market price subsequent to the original issuance because the Company issues warrants to another investor at a lower exercise price will not preclude equity treatment as long as the exercise price is only adjusted to the then market price.

    At Original Issuance Impact of Downround Using Current Market Price

    Fair Value per Share Shares Total FV Fair Value per Share Shares Total FV5.00$ 100 500.00$ 4.00$ 100 400.00$

    Exercise Price Shares Total Exercise Price Exercise Price Shares Total Exercise Price5.00$ 100 500.00$ 4.00$ 100 400.00$

    Settlement Amount -$ Settlement Amount -$

    The settlement amount is the difference between the total fair value of the underlying shares and the total exercise price.

    Sheet1

    At the time of grant:

    Warrants Issued100.00[a]

    Fair value per share$ 10.00[b]

    Exercise Price$ 10.00[c]

    Our total set cost to exercise$ 1,000.00[a] * [c]Difference BetweenBefore a Stock SplitAfter a Stock Split

    Fair Value per ShareSharesTotal FVFair Value per ShareSharesTotal FV

    Later, we want to exercise:FV of a fixed amt of shares$ 10.00100$ 1,000.00$ 1.001000$ 1,000.00

    Fair Value per Share$ 15.00[d]

    Our gain (per share) so far [e]$ 5.00[d] - [b]Exercise PriceSharesTotal Exercise PriceExercise PriceSharesTotal Exercise Price

    Our total gain so far$ 500.00[a] * [e]Exercise price$ 5.00100$ 500.00$ 0.501000$ 500.00

    We are allowed to use our current gain to reduce our cost to exercise as follows:Settlement Amount$ 500.00Settlement Amount$ 500.00

    The settlement amount is the difference between the total fair value of the underlying shares and the total exercise price.

    Shares exercised100.00

    Shares receiv

    Fair Value per Share$ 15.00At Original IssuanceImpact of Downround Using Current Market Price

    Fair Value per ShareSharesTotal FVFair Value per ShareSharesTotal FV

    $ 5.00100$ 500.00$ 4.00100$ 400.00

    Exercise PriceSharesTotal Exercise PriceExercise PriceSharesTotal Exercise Price

    $ 5.00100$ 500.00$ 4.00100$ 400.00

    Settlement Amount$ - 0Settlement Amount$ - 0

    The settlement amount is the difference between the total fair value of the underlying shares and the total exercise price.

    Sheet2

    Sheet3

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    Accounting for Freestanding Warrant Instruments

    Is the financial instrument within the scope of ASC

    480?

    Does the freestanding

    instrument meet the definition of a derivative? (ASC 815-10-15-83)

    Is the freestanding instrument considered

    indexed to the companys own stock? (ASC 815-

    40-15)

    Does the instrument meet

    the additional conditions

    required for equity classification?

    (ASC 815-40-25-7)

    Accounting roadmap for a freestanding warrant:

  • #cbizmhmwebinar 24

    Accounting for Freestanding Warrant Instruments

    Does the instrument meet the additional conditions required for equity classification?

    Additional conditions required for equity classification of a freestanding warrant (from ASC 815-40-25-10): Settlement permitted in unregistered shares Entity has sufficient authorized and unissued shares Contract contains an explicit share limit No required cash payment if entity fails to timely file No cash-settled top off or make whole provisions No counterparty rights rank higher than shareholder rights No collateral required

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    Accounting for Freestanding Warrant Instruments

    Example 1

    Company issues detachable warrants o Warrants: 1,000,000 warrants with an exercise price of $0.10

    per share for $10,000. o The exercise price is subject to adjustment for subsequent

    stock splits, stock dividends, etc. o If there is a subsequent equity financing at a per share amount

    lower than the original exercise price, the exercise price is adjusted based upon the price obtained in the financing.

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    Accounting for Freestanding Warrant Instruments

    Example 1 - Answer

    Typical changes in number of share applicable to all shareholders do not change accounting treatment

    However, as a result of the potential exercise price adjustment, the warrants are not considered indexed to the Companys own stock.

    Warrants are considered a derivative instrument, recorded at fair value, and adjusted to fair value at each reporting date with such changes through the P&L.

    DR Cash $10,000 CR Derivative liability $10,000

    SUBSEQUENT ENTRIES DR/CR Loss/Gain on change in FV $XXX CR/DR Derivative liability $XXX

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    Accounting for Freestanding Warrant Instruments

    Example 2

    Company issues detachable warrants o Warrants: 1,000,000 warrants with an exercise price of $0.10

    per share for $10,000. o The warrants are redeemable at the option of the holder, in

    cash, at any time.

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    Accounting for Freestanding Warrant Instruments

    Example 2 - Answer

    The warrants put feature results in its being treated as a derivative instrument. It is recorded at fair value, and adjusted to fair value at each reporting date with such changes through the P&L.

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    ACCOUNTING FOR CONVERTIBLE DEBT

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    Accounting for Convertible Debt

    Should the embedded

    conversion option be separately accounted

    for as derivative? (ASC 815-15-25-1)

    Does the instrument contain a cash

    conversion feature? (ASC 470-20)

    Does the instrument contain a beneficial conversion feature?

    (ASC 470-20)

    Accounting roadmap for a convertible debt instrument (assuming the fair value option was not elected)

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    Accounting for Convertible Debt

    Should the embedded conversion option be separately accounted for as derivative?

    ASC 815-15-25-1 states that an embedded derivative shall be separated from the host contract and accounted for as a derivative instrument pursuant to Subtopic 815-10 if and only if all of the following criteria are met: a. The economic characteristics and risks of the embedded derivative are not

    clearly and closely related to the economic characteristics and risks of the host contract.

    b. The hybrid instrument is not remeasured at fair value under otherwise applicable generally accepted accounting principles (GAAP) with changes in fair value reported in earnings as they occur.

    c. A separate instrument with the same terms as the embedded derivative would, pursuant to Section 815-10-15, be a derivative instrument subject to the requirements of this Subtopic. (The initial net investment for the hybrid instrument shall not be considered to be the initial net investment for the embedded derivative.)

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    Accounting for Convertible Debt

    Should the embedded conversion option be separately accounted for as derivative?

    Clearly and Closely Related Terminology

    o Host instrument = debt agreement without the conversion feature o Embedded component = the conversion feature o Hybrid instrument = the host and embedded component collectively

    The nature of the two instruments should be considered to determine whether

    they are clearly and closely related. Their economic characteristics and risks should be considered. Is it more akin to debt or equity?

    o Both akin to debt Clearly and closely related o Both akin to equity Clearly and closely related o One is more akin to debt and the other is more akin to equity Not Clearly

    and closely related

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    Accounting for Convertible Debt

    Should the embedded conversion option be separately accounted for as derivative?

    The third criterion required under ASC 815-15-25-1 in order for the instrument to be bifurcated under ASC 815, is that the embedded conversion option meet the definition of a derivative. If the underlying shares on the conversion feature are not readily convertible into cash, it is likely that the embedded conversion feature would not be considered a derivative. ASC 815-10-20 defines readily convertible to cash with the following characteristics:

    1. Interchangeable (fungible) units, and 2. Quoted prices that are available in an active market

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    Accounting for Convertible Debt

    Should the embedded conversion option be separately accounted for as derivative?

    Scope Exception Available If the criteria are met for bifurcating the instrument under ASC 815, check to ensure you dont meet the scope exception: Contracts issued or held by the reporting entity that are both:

    1. Indexed to its own stock 2. Classified in stockholders equity in its statement of financial position

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    Accounting for Convertible Debt

    Should the embedded

    conversion option be separately accounted

    for as derivative? (ASC 815-15-25-1)

    Does the instrument contain a cash

    conversion feature? (ASC 470-20)

    Does the instrument contain a beneficial conversion feature?

    (ASC 470-20)

    Accounting roadmap for a convertible debt instrument (assuming the fair value option was not elected)

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    Accounting for Convertible Debt

    Does the instrument contain a cash conversion feature?

    Cash conversion feature is one that allows the investor to convert the debt

    instrument into cash rather than shares at the fair value of the shares, not the principal amount of the debt.

    If the debt instrument includes a cash conversion feature in whole or part, this guidance applies.

    Initial measurement and recognition if a cash conversion option exists:

    Separate the instrument into a debt component and an equity component

    o Debt component (excluding the embedded conversion feature) is carried at fair value.

    o Equity component equals the difference between the proceeds and the fair value of the debt component.

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    Accounting for Convertible Debt

    Should the embedded

    conversion option be separately accounted

    for as derivative? (ASC 815-15-25-1)

    Does the instrument contain a cash

    conversion feature? (ASC 470-20)

    Does the instrument contain a beneficial conversion feature?

    (ASC 470-20)

    Accounting roadmap for a convertible debt instrument (assuming the fair value option was not elected)

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    Accounting for Convertible Debt

    Does the instrument contain a beneficial conversion feature?

    The beneficial conversion feature guidance is only applicable if we determined that ASC 815 does not apply.

    ASC Section 470-20-20 defines a beneficial conversion feature as a nondetachable conversion feature that is in the money at the commitment date.

    ASC Paragraph 470-20-25-5 provides that an embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. Paragraph 470-20-30-4 provides guidance on measuring intrinsic value that applies to both the determination of whether an embedded conversion feature is beneficial and the allocation of proceeds.

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    Accounting for Convertible Debt

    Does the instrument contain a beneficial conversion feature?

    ASC Paragraph 470-20-30-5 provides, in part, that the effective conversion price

    based on the proceeds received for or allocated to the convertible instrument shall be used to compute the intrinsic value, if any, of the embedded conversion option. Specifically, a company shall do all of the following:

    First, allocate the proceeds received to the convertible instrument and any other detachable instruments included in the exchange on a relative fair value basis.

    Second, apply the guidance beginning in paragraph 470-20-25-4 to the amount allocated to the convertible instrument.

    Third, calculate an effective conversion price and use that effective conversion price to measure the intrinsic value, if any, of the embedded conversion option.

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    Accounting for Convertible Debt

    Does the instrument contain a beneficial conversion feature?

    ASC Paragraph 470-20-30-6 provides that intrinsic value shall be calculated at the

    commitment date (see paragraphs 470-20-30-9 through 30-12) as the difference between the conversion price (see paragraph 470-20-30-5) and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible.

    Illustration: Proceeds allocated to the convertible debt $ 800,000 Divided by number of shares to obtain upon conversion 100,000 Effective conversion price per share $ 8.00 Fair value of a common share at issuance date $ 10.00 Less effective conversion price per share $ 8.00 Intrinsic value per share $ 2.00 Multiplied by number of shares to obtain upon conversion 100,000 Total intrinsic value $ 200,000

  • #cbizmhmwebinar 41

    Accounting for Convertible Debt

    Example 1

    Company issues convertible debt with detachable warrants Convertible debt: Proceeds of $3,000,000; due in 3

    years; convertible into 2.75M share of common stock. Warrants: 1,000,000 warrants with an exercise price

    of $0.50 per share Fair values: Debt - $2,750,000; Warrants - $250,000;

    Common stock $1/share Conversion feature of debt has no features which

    would cause it to be bifurcated. Warrants are considered to be equity instruments.

  • #cbizmhmwebinar 42

    Accounting for Convertible Debt

    Example 1 - Answer

    Host contract: Convertible debt Conversion feature: Not subject to bifurcation No beneficial conversion as debt is convertible into shares

    equal to the debts fair value Warrant: Recorded as a debt discount at its

    relative fair value DR Debt discount $250,000 CR Paid in capital $250,000 [(250,000/{2,750,000+250,000})*3,000,000=250,000]

    Debt discount is amortized {using the effective interest method} to interest expense over the term of the note (3 years)

  • #cbizmhmwebinar 43

    Accounting for Convertible Debt

    Example 2

    Company issues convertible debt with detachable warrants Convertible debt: Proceeds of $3,000,000; due in 3 years;

    convertible into 2.75M shares of common stock Warrants: 1,000,000 warrants with an exercise price of $0.50

    per share Common stock available for issuance: 2,000,000 shares Fair values; Debt - $2,750,000; Warrants - $700,000; Conversion

    feature - $500,000; Common stock $1/share

  • #cbizmhmwebinar 44

    Accounting for Convertible Debt

    Example 2 - Answer

    As a result of having an insufficient number of shares, an embedded derivative with respect to the conversion feature exists which must be bifurcated as a derivative. Additionally, no priority can be given to conversion of one instrument over another, so the warrant is also considered a derivative instrument. Each derivative is recorded at fair value. DR Debt discount $1,200,000 CR Derivative liabilities $1,200,000

    (700,000[warrant] + 500,000 {conversion feature} = 1,200,000)

    Subsequently, each derivative is adjusted to fair value each reporting date through P&L

  • #cbizmhmwebinar 45

    Accounting for Convertible Debt

    Example 3

    Company issues convertible debt with detachable warrants Convertible debt: Proceeds of $3,000,000; due in 3 years;

    convertible at the lesser of $0.80/share or 80% of the price of a future round of financing.

    Warrants: 1,000,000 warrants with an exercise price of $0.50 per share

    Conversion feature is considered to not meet the requirement for bifurcation and is not a derivative

    Warrants are considered to be equity instruments Fair values: Debt - $3,750,000; Warrants - $250,000; Common stock $1/share

  • #cbizmhmwebinar 46

    Accounting for Convertible Debt

    Example 3 - Answer

    Warrant: Recorded as a debt discount at its relative fair value DR Debt discount $187,500 CR Paid-in capital $187,500

    [(250,000/{3,750,000+250,000})*3,000,000=187.500] Additional debt discount because the debts carrying value ($2,812,500)

    is less than the value of the stock it is convertible into ($3,750,000) resulting in a BCF.

    DR Debt discount $937,500 CR Paid-in capital $937,500

    Debit discount ($1,125,000) is amortized [using the effective interest method] to interest expense over the term of the note (3 years)

  • #cbizmhmwebinar 47

    ? QUESTIONS

  • #cbizmhmwebinar 48

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    http://www.mhmcpa.com/Resources/Webinars/2016/Put-Your-Best-Face-Forward-How-to-Manage-and-Learn-From-Your-Not-for-Profits-Publicly-Facing-Data-Dec-7.aspxhttp://www.mhmcpa.com/Resources/Webinars/2016/Put-Your-Best-Face-Forward-How-to-Manage-and-Learn-From-Your-Not-for-Profits-Publicly-Facing-Data-Dec-7.aspxhttp://www.mhmcpa.com/Resources/Webinars/2016/AICPA-Conference-on-Current-SEC-and-PCAOB-Developments-Debrief-Dec-20.aspxhttp://www.mhmcpa.com/Resources/Webinars/2017/Key-International-Tax-Considerations-4th-Quarter-Update-Jan-10.aspxhttp://www.mhmcpa.com/Resources/Webinars/2017/Key-International-Tax-Considerations-4th-Quarter-Update-Jan-10.aspxhttp://www.mhmcpa.com/Resources/Webinars/2017/Key-International-Tax-Considerations-4th-Quarter-Update-Jan-10.aspxhttp://www.mhmcpa.com/Resources/Webinars/2016/Important-Considerations-in-Retirement-Plan-Design-and-Administration-Aug-18.aspxhttps://www.cbiz.com/insights-resources/details/articleid/4769/federal-court-issues-preliminary-injunction-on-overtime-regulations-articlehttp://www.mhmcpa.com/News/ArtMID/3682/ArticleID/1073/Presentation-Changes-to-the-Cash-Flow-Statement.aspxhttps://www.cbiz.com/insights-resources/details/articleid/4738/7-ways-to-strengthen-cybersecurity-know-your-state-notification-laws-articlehttps://www.cbiz.com/insights-resources/details/articleid/4743/evaluating-the-impact-of-the-2016-presidential-election-article

  • #cbizmhmwebinar 49

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    Slide Number 1About UsBefore We Get StartedCPE CreditDisclaimerPresentersPresentersBrief OverviewSlide Number 9Accounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsAccounting for Freestanding Warrant InstrumentsSlide Number 29Accounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtAccounting for Convertible DebtSlide Number 47If You Enjoyed This WebinarConnect with UsSlide Number 50