Mark Reynolds, CPA

Specializing in Personal De-Duck-Tions

Meet Mark

Sarah Fantazia, CPA

Liquidity Specialist

Meet Sarah

Jones & Roth is one of the largest CPA and Business Advisory firms with headquarters in Oregon.

Since 1946, we have been recognized as one of Oregon’s most trusted CPA firms. Our services span the areas of Tax, Audit & Assurance, Advisory, and Accounting & Payroll. Our CPAs also provide in-depth experience in over 10 specialty industries. Our goal is to have a positive impact in the lives of our clients, employees, and community.


Do You Know the Tax Implications of Your C Corp.’s Buy-Sell Agreement?

Do You Know the Tax Implications of Your C Corp.’s Buy-Sell Agreement?

Private companies with more than one owner should have a buy-sell agreement to spell out how ownership shares will change hands should an owner depart. For businesses structured as C corporations, the agreements also have significant tax implications that are important to understand.

Buy-sell basics

A buy-sell agreement sets up parameters for the transfer of ownership interests following stated “triggering events,” such as an owner’s death or long-term disability, loss of license or other legal incapacitation, retirement, bankruptcy, or divorce. The agreement typically will also specify how the purchase price for the departing owner’s shares will be determined, such as by stating the valuation method to be used.

Another key issue a buy-sell agreement addresses is funding. In many cases, business owners don’t have the cash readily available to buy out a departing owner. So insurance is commonly used to fund these agreements. And this is where different types of agreements — which can lead to tax issues for C corporations — come into play.

Under a cross-purchase agreement, each owner buys life or disability insurance (or both) that covers the other owners, and the owners use the proceeds to purchase the departing owner’s shares. Under a redemption agreement, the company buys the insurance and, when an owner exits the business, buys his or her shares.

Sometimes a hybrid agreement is used that combines aspects of both approaches. It may stipulate that the company gets the first opportunity to redeem ownership shares and that, if the company is unable to buy the shares, the remaining owners are then responsible for doing so. Alternatively, the owners may have the first opportunity to buy the shares.

C corp. tax consequences

A C corp. with a redemption agreement funded by life insurance can face adverse tax consequences. First, receipt of insurance proceeds could trigger corporate alternative minimum tax.

Second, the value of the remaining owners’ shares will probably rise without increasing their basis. This, in turn, could drive up their tax liability if they later sell their shares.

Heightened liability for the corporate alternative minimum tax is generally unavoidable under these circumstances. But you may be able to manage the second problem by revising your buy-sell as a cross-purchase agreement. Under this approach, owners will buy additional shares themselves — increasing their basis.

Naturally, there are downsides. If owners are required to buy a departing owner’s shares, but the company redeems the shares instead, the IRS may characterize the purchase as a taxable dividend. Your business may be able to mitigate this risk by crafting a hybrid agreement that names the corporation as a party to the transaction and allows the remaining owners to buy back the shares without requiring them to do so.

For more information on the tax ramifications of buy-sell agreements, contact us. And if your business doesn’t have a buy-sell in place yet, we can help you figure out which type of funding method will best meet your needs while minimizing any negative tax consequences.


© 2017

Individual Tax Calendar: Key Deadlines For the Remainder of 2017

Individual Tax Calendar: Key Deadlines For the Remainder of 2017

While April 15 (April 18 this year) is the main tax deadline on most individual taxpayers’ minds, there are others through the rest of the year that are important to be aware of. To help you make sure you don’t miss any important 2017 deadlines, here’s a look at when some key tax-related forms, payments and other actions are due. Keep in mind that this list isn’t all-inclusive, so there may be additional deadlines that apply to you.

Please review the calendar and contact us if you have any questions about the deadlines or would like assistance in meeting them.

June 15

• File a 2016 individual income tax return (Form 1040) or file for a four-month extension (Form 4868), and pay any tax and interest due, if you live outside the United States.
• Pay the second installment of 2017 estimated taxes, if not paying income tax through withholding (Form 1040-ES).
September 15
• Pay the third installment of 2017 estimated taxes, if not paying income tax through withholding (Form 1040-ES).

October 2

• If you’re the trustee of a trust or the executor of an estate, file an income tax return for the 2016 calendar year (Form 1041) and pay any tax, interest and penalties due, if an automatic five-and-a-half month extension was filed.

October 16

• File a 2016 income tax return (Form 1040, Form 1040A or Form 1040EZ) and pay any tax, interest and penalties due, if an automatic six-month extension was filed (or if an automatic four-month extension was filed by a taxpayer living outside the United States).
• Make contributions for 2016 to certain retirement plans or establish a SEP for 2016, if an automatic six-month extension was filed.
• File a 2016 gift tax return (Form 709) and pay any tax, interest and penalties due, if an automatic six-month extension was filed.

December 31

• Make 2017 contributions to certain employer-sponsored retirement plans.
• Make 2017 annual exclusion gifts (up to $14,000 per recipient).
• Incur various expenses that potentially can be claimed as itemized deductions on your 2017 tax return. Examples include charitable donations, medical expenses, property tax payments and expenses eligible for the miscellaneous itemized deduction.


© 2017

CCBHC Demonstration Service Procedure Code Billing Cycle

CCBHC Demonstration Service Procedure Code Billing Cycle

One of the key factors to becoming a successful Certified Community Behavioral Health Clinic (CCBHC) will be to have an efficient and effective Medicaid CCBHC demonstration service code billing cycle. If billings are not accurate or timely, cash flow will squeeze quickly. To have an effective billing cycle you must have accurate and timely encounter chart notes, an experienced billing team, proper oversight and self-audit procedures, and a billing system that is user-friendly with a robust reporting mechanism.

High Quality Chart Notes

The quality of a CCBHC billing cycle will only be as good as the provider chart notes documented for each encounter. Chart notes initiate the whole process and if you’re off track on step one, you’re already setup for failure. Chart notes can often be under-documented or overly-wordy.

Providers, operations management, and key billing staff should corroborate to find the balance that best works for your CCBHC and meets Medicaid demonstration program service billing standards. Focus on the main service areas that act as trigger words for billing. For assistance with this, Oregon Health Authority (OHA) has provided a helpful demonstration service key.

Quality chart notes will directly lead to quality billings. This means less rebilling, better capacity for providers and billing staff and reliable program cash flows.


Self-Audit and Reporting Metrics

An essential part of a self-sustaining billing cycle is adequate oversight. There should be personnel available within the organization that have the accountability and capacity to spot check billings before submission to Medicaid. This team member can also look at encounter data and compare it against collections to identify any weak areas.

The answers to these questions provide great data to share on a monthly dashboard report alongside the monthly financials:

How many encounters are providers experiencing on an average working day?

Are encounters increasing at a higher rate than collections?

How does encounter procedure code census data looked compare to last month, quarter, year?

Who are we encountering and why?

How do writes offs and contractual adjustments look as a percentage of gross charges?

How does our accounts receivable aging look?

Does our allowance seems reasonable compared to our experienced write offs?


Further, a member of management outside of the billing team should perform a periodic audit of the billing cycle, or when the data points above identify a weak link. Select a random sample of encounters and walk through the billing cycle to ensure proper quality control.

Compare the chart notes to the CPT code billed for continuity; vouch the CPT code billed in the billing software to the explanation of benefits received from the payer; vouch the explanation of benefits payment to the gross charge, write off, and net collection in the billing system and to your accounting records; and ensure patient name, date of service and provider match in all reports. These steps can drastically improve the quality of your CCBHC’s billing cycle and will provide essential training to your staff.

In order to draft valuable dashboards, accurate financials and self-audit your billing cycle, you must have a good billing system in place. One that allows management to digest data through complete, reliable and consistent reports.

The software must also allow for unique client IDs traceable between your chart note software and your billing software, and allow for reporting of encounter populations, gross charges, write offs, collections and encounter history based solely on a static date of service.

If a billing software allows for reporting to be based on variable or manually overridden dates of service or posting dates, then you’ll end up with reporting that doesn’t not allow management to obtain accurate cutoff and aging reports. A unique client ID and a static encounter date that reports a web of data attached to that singular encounter is the best (likely only) way to get complete and accurate patient population data to use for your analysis and self-audits.

Unfortunately, these key reporting piece are often overlooked when creating or choosing a billing system. Many times this leads to custom reporting functions within the software that have to be created by IT or management, ultimately resulting in a time suck and “almost good enough” data.

Removing the guess work and uncertainly from you billing cycle is one of the best ways to sustain your mission and ensure the needs of your community are met.

OHA has a supplemental guide that provides a high-level roadmap of the Medicaid billing cycle for CCBHCs. It’s a quick and good read, available at: Documents/CCBHC-Billing-Guide.pdf


We are committed to staying abreast of developing news and updates regarding these Behavioral Health developments. We recognize that many aspects of the regulation are subject to change.


Mathew Hamlin, CPA is a member of the Jones & Roth Behavioral Health team. He specializes in working with clinics who rely on grants and payer system revenue streams and provides audit, reporting and compliance advisory services for Behavioral Health clinics across Oregon & Southwest Washington. 


A Timely Postmark on Your Tax Return May Not Be Enough to Avoid Late-Filing Penalties

A Timely Postmark on Your Tax Return May Not Be Enough to Avoid Late-Filing Penalties

Because of a weekend and a Washington, D.C., holiday, the 2016 tax return filing deadline for individual taxpayers is Tuesday, April 18. The IRS considers a paper return that’s due April 18 to be timely filed if it’s postmarked by midnight. But dropping your return in a mailbox on the 18th may not be sufficient.

An example

Let’s say you mail your return with a payment on April 18, but the envelope gets lost. You don’t figure this out until a couple of months later when you notice that the check still hasn’t cleared.

You then refile and send a new check. Despite your efforts to timely file and pay, you’re hit with failure-to-file and failure-to-pay penalties totaling $1,500.

Avoiding penalty risk

To avoid this risk, use certified or registered mail or one of the private delivery services designated by the IRS to comply with the timely filing rule, such as:

  • DHL Express 9:00, Express 10:30, Express 12:00 or Express Envelope,
  • FedEx First Overnight, Priority Overnight, Standard Overnight or 2Day, or
  • UPS Next Day Air Early A.M., Next Day Air, Next Day Air Saver, 2nd Day Air A.M. or 2nd Day Air.

Beware: If you use an unauthorized delivery service, your return isn’t “filed” until the IRS receives it. See for a complete list of authorized services.

Another option

If you’re concerned about meeting the April 18 deadline, another option is to file for an extension. If you owe tax, you’ll still need to pay that by April 18 to avoid risk of late-payment penalties as well as interest.

If you’re owed a refund and file late, you won’t be charged a failure-to-file penalty. However, filing for an extension may still be a good idea.

We can help you determine if filing for an extension makes sense for you — and help estimate whether you owe tax and how much you should pay by April 18.

© 2017


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