KMJ | Corbin & Company 
May 27, 2009


As the financial markets persist to redefine themselves, middle market companies are in a state of instability. In an effort to assist companies and their management teams with up to date pertinent accounting issues, the partners at KMJ Corbin & Company would like to share current topics that might be of interest or benefit to you. We hope you find our communications beneficial and we look forward to your feedback and questions. 
 
Convertible Instruments and Warrants with Reset Provisions
 
EITF Issue No. 07-5, "Determining Whether and Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock."
  
The objective of EITF No. 07-5 is to provide guidance for determining whether an equity-linked financial instrument or embedded feature is considered indexed to an entity's own stock.  The Task Force reached a consensus that entities should apply a two-step approach for determining whether an instrument or embedded feature is indexed to an entity's own stock:

Step 1: Evaluate the instrument's contingent exercise provisions, if any.
Step 2: Evaluate the instrument's settlement provisions.
 
Certain of the requirements of EITF 07-5 affect the accounting for warrants and many convertible instruments with provisions that protect holders from declines in the stock price ("down-round" provisions).  Warrants with these provisions will no longer be recorded as equity, and many of the convertible instruments with these provisions will have to be "bifurcated," with the conversion option being separately accounted for as a derivative under SFAS No. 133.
 
EITF No. 07-5 is effective for financial statements issue for fiscal years beginning after December 15, 2008 and for interim periods within those fiscal years.
 
Possible Tax Changes to Finance Health Care Reform
 
On May 18, Senate Finance Committee Chair Max Baucus (D-MT) and Ranking Member Chuck Grassley (R-IA) released policy options for financing reform of America's health care system. The options are the third and final round of policy options for discussion before the Senate Finance Committee's planned markup of health care reform legislation in June. The policy options include many tax changes that will be unpopular and controversial, including the following:
 
... Restricting the exclusion for employer provided health insurance. The options include (1) capping the exclusion for employer provided health insurance based on the value of the health insurance policy; (2) limiting the exclusion to employees based on adjusted gross income; (3) capping the exclusion based on both the value of the health insurance policy and income level; (4) converting the employer-provided health insurance exclusion to an individual tax deduction or credit; and (5) limiting the exclusion to a percentage of the total premium for health insurance coverage obtained through the employer for all taxpayers. 
 
... Modify or eliminate flexible spending accounts (FSAs) and health reimbursement arrangements (HRAs). 
  
... Eliminating or modifying the itemized deduction for medical expenses  
 
...Other proposals would include modifying or eliminating the special deduction for Blue Cross/Blue Shield and other similar organizations, extending Medicare payroll tax to all State and local government employees, and creating "lifestyle related revenue raisers" in the form of a stiffer, uniform alcohol excise tax, and a new sugar-sweetened beverage excise tax
.
 
 About KMJ Corbin & Company LLP
   
   KMJ | Corbin & Company, originally founded in 1983, is one of the region's leading multidisciplinary accounting, audit and tax firms. Committed to the highest standards of professional service, KMJ sets itself apart by delivering the extensive industry specialization and technical expertise of a national firm, but the accessibility, service continuity and level of personal relationship expected from a local business. Ranked nationally among CPA firms for our services provided to public companies, KMJ's resource network stretches locally with offices in Orange and San Diego counties, and nationally and internationally through an alliance with The International Accounting Group (TIAG), a worldwide network of independent accounting firms.
 
    We are available to discuss any of the issues noted above or any other issues that are currently facing you  or your business.  We welcome the opportunity to assist you and your company.  Please contact us with any questions or comments.
 
 
  
 
  Sincerely,
 
The Partners of KMJ Corbin & Company
 
In This Issue
Convertible Instruments and Warrants with Reset Provisions
Possible Tax Changes
Quick Links
 
KMJ is a full service tax, audit, accounting and advisory firm that provides a range of high quality services to public, private and non-profit companies, as well as individuals. We emphasize a client service philosophy that incorporates a thorough knowledge of the business, the industry, and the economy of our clients to assist in their total business effort.
 
We are focused on providing services to public and private clients in a wide range of industries, including:
  • Manufacturing
  • High Technology
  • Distribution
  • Real Estate
  • Bio Tech
  • Not-for-profit
  • Services
  • Consumer products
  • Broker dealers
  • Telecommunications
  • Apparel

We deliver services in three primary areas: audit, tax and consulting. Our specializations include the following services:
  • Assurance services for private and public companies, including IPO's and secondary public offerings
  • SEC auditing and reporting
  • Individual, corporate, partnership, trust, estate and not-for-profit tax compliance
  • Tax planning
  • Tax provision outsourcing
  • Sarbanes-Oxley section 404 compliance services
  • Mergers and acquisitions - financial due diligence and tax structuring
Contact Us
 
 
www.kmjpartnerscpa.com
 
1 (866) 938 - 0403
 
Costa Mesa Office
555 Anton Blvd.
Suite 1000
Costa Mesa, CA 92626
Office: 714-380-6565
Fax: 714-380-6566
 
Carlsbad Office
2768 Loker Ave West
Suite 101
Carlsbad, CA 92010
Office: 760-431-5465
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