MEMO To: Borg Re: Preferred stock classification Facts Borg (the Company) is an early-stage research and development medical device company. Borg has no current products in the marketplace but is in the final stages of going to market with the Heart Valve System. All preliminary trials have been approved by the FDA, and the Company is in the final trial; once the final trial is complete, the Company will present the product to the FDA for final approval. If approved by the FDA, the Heart Valve System will revolutionize the way medical professionals repair heart valve defects. Bionic Body (“Bionic”), a SEC registrant, is a biological medical device company that focuses on the development of implantable biological devices, surgical …show more content…
For this reason, among others, Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 480 contains extensive guidance on distinguishing liabilities from equity. However, it is first necessary to determine if this Code section is applicable. ASC 480-10-15-3 states: The guidance in the Distinguishing Liabilities from Equity Topic applies to any freestanding financial instrument, including one that has any of the following attributes: a. Comprises more than one option or forward contract The Shares that Borg sold to Bionic contain both a mandatory conversion right and a contingent redemption right meaning that the Shares possess both a conversion option and an embedded put option (the holder can force redemption on the seller). These features are embedded in the host contract that the Shares represent. It would therefore be appropriate to apply the guidance of ASC section 480. To aid in the application of this guidance, Ernst & Young provides a flowchart in their publication, Issuer’s Accounting for Debt and Equity Financings (October 2015), Section 3.2 that is included at the end of this memo. ASC 480-10-25-4 specifies that, “a mandatorily redeemable financial instrument shall be classified as a liability…” The Shares in this case possess a contingent redemption right wherein the Shares will be redeemed on the fifth anniversary of the date of purchase if the Heart Valve System that Borg
Under liquidation, the term sheet stipulates that the Series E investors is entitled to claim its initial investment of $10.75 million plus any accrued but unpaid dividend. Any proceeds after this claim will then be distributed to all common and Series E Preferred shareholders on an as-converted pro-rata basis. This double dipping means that RSC will not only recover its initial investment of $5 millions, but also enjoys the convertible benefits.
ASC 470-10-25-2 “While the classification of the proceeds from the investor as debt or deferred income depends on the specific facts and circumstances of the transaction, the
After critical examination of the related standards, we conclude that cash, common stock, contingent consideration and replacement stock option awards attributable to pre-combination services should be considered to determine consideration transferred. As a result, total consideration transferred is (in million)
For its considerations, Bionic received a seat on Hearts’ Board of Directors, protective rights for its investment percentage (can limit future equity/debt issuances), and both the right of first refusal to purchase and co-sale on sale of shares by key share-holders. Bionic’s shares will be
Overall. The FASB Codification Topic 320: Investments-Debt and Equity Securities is included under the financial statement asset section and offers guidance on investment instruments that represent either a creditor relationship (debt) or an ownership interest (equity) and provides standards for reporting such investments according to generally accepted accounting principles (GAAP) (FASB ASC 320-10-05-2, 2016).
(15) No consideration is to be provided for the issue or transfer of the securities (e.g. no monetary payments).
Company issued equity instruments to Bank B with a fair value of $30 million. In
The accounting equation: Assets = Liabilities + Owner’s Equity. Assets are the resources of the company. Examples include cash, land, buildings, and equipment. Liabilities are “outsider claims”, the company’s obligations to creditors. Examples include accounts payable, notes payable, and income taxes payable. Owner’s Equity represents “insider claims” of the company or the owner’s share of the assets. If a business is keeping accurate records this equation should always be in balance.
DEFAULT. In the event that the purchaser fails to make the payment required hereunder, the seller shall notify the purchaser in writing, and the Purchaser shall be allowed 2.5 months (75) days to cure said default. If such default is not cured within said 75 day period, then the purchaser shall forfeit this agreement and his/her right to transfer of those shares of stock as provided herein. Notwithstanding any default in payment by the purchaser and subsequent declaration of
Bob and Carl transferred property to Stone Corporation in exchange for 90% and 10%, respectively, of Stone stock. Bob then sells half of his Stone stock to Carl, pursuant to a binding agreement between the two of them. We have been asked whether or not this transfer of property for Stone meets the Sec. 351 control requirement for non-recognition treatment.
1. All of the following are the general principles underlying the valuation of liabilities e xcept:
Nearly There designs, develops, manufactures and sells various navigation products and services. They are a public company registered with the SEC and their common stock trades on the stock exchange. The Company is well capitalized with a $100 million market capitalization for its common stock. Due to R&D expenses and slumping sales, Nearly There is in the need of additional capital. The Company's solution was to issue 5 million shares of Series B preferred stock at $1.20 per share. The proceeds received by the company totaled $5.9 million. The important terms of the Series B preferred stock included dividends, voting rights, conversion options, conversion price adjustment,
SFAC No. 6 defines equity as the residual interest in the assets of an entity that remains after deducting its liabilities. If options and warrants do not meet the definition of liabilities, then they must meet the definition of equity. A liability is an obligation that embodies a future sacrifice of assets. The company owes no assets to option or warrant holders. There is no present obligation to surrender assets or perform services. If stock options and warrants do not meet the definition of
However, at issue is the calculation of compensation expense for the years subsequent to the change in exercise price and vesting period. FAS 123(R) 51 states that a modification of the terms or conditions of an equity award shall be treated as an exchange of the original award for a new award. 51 further states that in substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value,
The actual bioresorbable segment is in the Market development stage. Surgeons who have a large say in purchasing power of the products still need a great deal more information and trial before Although other companies have introduced first and second generation bioresorbables to strengthen market niche. Synthes’ participation in these efforts was minimal, as they focused primarily on improving their standard devices, staying away from the newer bioresorbable craze. First and Second Bioresorbables did not accelerate in sales as originally planned.