Explorer

During the year the issuer acquired a business. The firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

During the year the issuer acquired multiple businesses and determined the fair values of certain acquired intangible assets using forecasted cash flows and related assumptions. The firm's approach for substantively testing the fair values of the acquired intangible assets was to test the issuer's process. With respect to three of the acquired businesses the following deficiency identified: · For certain of the acquired businesses the firm did not perform any substantive procedures to test certain other assets acquired and liabilities assumed. (AS 2301.08; AS 2501.07)

During the year the issuer acquired multiple businesses and determined the fair values of certain acquired intangible assets using forecasted cash flows and related assumptions. The firm's approach for substantively testing the fair values of the acquired intangible assets was to test the issuer's process. With respect to another acquired business the following deficiency was identified: · The issuer initially recorded a liability for contingent consideration related to this acquired business but reclassified this contingent consideration from a liability to equity prior to year end. The firm did not sufficiently evaluate whether this reclassification was appropriate because its procedures were limited to inquiring of management and reading a memorandum prepared by the issuer. (AS 2301.08)

During the year the issuer acquired multiple businesses and determined the fair values of certain acquired intangible assets using forecasted cash flows and related assumptions. The firm's approach for substantively testing the fair values of the acquired intangible assets was to test the issuer's process. With respect to another acquired business the following deficiency was identified: · The issuer assumed liabilities related to warrants as a result of this acquisition and recorded a gain related to the change in the fair values of these liabilities between the acquisition date and year end. The firm did not sufficiently test this gain because it did not perform any procedures to evaluate the reasonableness of the fair values of these liabilities recorded at the acquisition date. (AS 2501.07)

During the year the issuer acquired multiple businesses and determined the fair values of certain acquired intangible assets using forecasted cash flows and related assumptions. The firm's approach for substantively testing the fair values of the acquired intangible assets was to test the issuer's process. With respect to another acquired business the following deficiency was identified: · The firm did not identify and evaluate a misstatement in the issuer's disclosure related to the valuation of the acquired net assets that was required under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

During the year the issuer acquired a business and determined the fair value of certain acquired intangible assets using cash-flow forecasts. The following deficiencies were identified: · The firm did not perform any procedures to evaluate the reasonableness of certain significant assumptions that the issuer used in these cash-flow forecasts. (AS 2501.16)

During the year the issuer acquired a business and determined the fair value of certain acquired intangible assets using cash-flow forecasts. The following deficiencies were identified: · The firm did not sufficiently evaluate the reasonableness of certain other significant assumptions that the issuer used in these cash-flow forecasts including not sufficiently taking into account the issuer's intent and ability to carry out these cash-flow forecasts because its procedures were limited to comparing these assumptions to historical financial information and reading a purchase commitment agreement for one customer. (AS 2501.16 and .17)

During the year the issuer acquired a business and engaged a specialist to determine the fair values of the acquired assets including certain intangible assets. The following deficiencies were identified: · The firm did not evaluate the relevance and reliability of the external data that the company's specialist used to determine the fair values of these intangible assets. (AS 1105.A8a)

During the year the issuer acquired a business and engaged a specialist to determine the fair values of the acquired assets including certain intangible assets. The following deficiencies were identified:

During the year the issuer acquired two businesses and determined the fair values of certain acquired intangible assets using cash-flow forecasts. For one business combination the issuer engaged a specialist to determine the fair values of certain acquired intangible assets and contingent consideration. The firm's approach for substantively testing the fair values of these intangible assets and the contingent consideration was to test the issuer's process. The following deficiencies were identified: · The firm did not sufficiently evaluate the reasonableness of certain significant assumptions developed by the company's specialist or the issuer and used by the company's specialist including not sufficiently taking into account the issuer's intent and ability to carry out the cash-flow forecasts that assumed significant revenue growth because its procedures were limited to inquiring of management comparing these assumptions to historical financial information and for the first year of the cash-flow forecasts using historical financial information to corroborate management's explanations for certain differences between these assumptions and actual results. (AS 1105.A8b; AS 2501.16 and .17)

During the year the issuer acquired two businesses and determined the fair values of certain acquired intangible assets using cash-flow forecasts. For one business combination the issuer engaged a specialist to determine the fair values of certain acquired intangible assets and contingent consideration. The firm's approach for substantively testing the fair values of these intangible assets and the contingent consideration was to test the issuer's process. The following deficiencies were identified: · The firm did not perform any procedures to test or test any controls over the accuracy and completeness of the historical financial information that (1) it used in evaluating the reasonableness of the significant assumptions discussed above and (2) the company's specialist used in determining the fair value of the contingent consideration. (AS 1105.10 and .A8a)

For both business combinations the firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 805 Business Combinations and FASB ASC Topic 820 Fair Value Measurement. (AS 2810.30 and .31) In connection with our review the issuer reevaluated its disclosures related to these business combinations and determined that certain disclosures were omitted. The issuer did not file an amended Form 10-K or Form 8-K indicating that its previously issued financial statements should not be relied on. Instead the issuer corrected these omissions in a subsequent filing.

During the year the issuer acquired a business and engaged a specialist to assist it in determining the fair values of certain acquired intangible assets using various assumptions including forecasted revenue customer attrition rate and useful lives. Forecasted revenue included revenue for current contracts as well as projected revenue for contract renewals and expansions. The following deficiencies were identified: · The firm did not perform sufficient procedures to evaluate the reasonableness of the useful lives the issuer assigned to these intangible assets because it did not evaluate significant differences between the useful lives assigned to these assets and 1) the cash-flow forecast periods used to determine their fair values and/or 2) the remaining lives of the contracts. (AS 2501.16)

During the year the issuer acquired a business and engaged a specialist to assist it in determining the fair values of certain acquired intangible assets using various assumptions including forecasted revenue customer attrition rate and useful lives. Forecasted revenue included revenue for current contracts as well as projected revenue for contract renewals and expansions. The following deficiencies were identified: · The firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 820 Fair Value Measurement. (AS 2810.30 and .31)

During the year the issuer completed a business combination. The firm used issuer-prepared schedules in its substantive testing of this transaction but did not perform any procedures to test or test any controls over the accuracy of certain of these schedules. (AS 1105.10)

During the year the issuer acquired a business and engaged a specialist to assist it in determining the fair values of certain acquired intangible assets using various assumptions including forecasted revenue customer attrition rate and useful lives. Forecasted revenue included revenue for current contracts as well as projected revenue for contract renewals and expansions. The following deficiencies were identified: · The firm did not sufficiently evaluate the reasonableness of the forecasted revenue because its procedures were limited to agreeing the total contract value for current contracts to customer contracts without testing projected revenue for contract renewals or expansions. (AS 2501.16)

During the year the issuer acquired a business and engaged a specialist to assist it in determining the fair values of certain acquired intangible assets using various assumptions including forecasted revenue customer attrition rate and useful lives. Forecasted revenue included revenue for current contracts as well as projected revenue for contract renewals and expansions. The following deficiencies were identified: · The firm did not sufficiently evaluate the reasonableness of the customer attrition rate because its procedures were limited to consideration of the issuer's pre-existing relationships with customers and certain qualitative industry factors. (AS 2501.16)

The issuer merged with its previous parent company in a business combination of entities under common control. The firm did not evaluate whether the merger was recognized and measured appropriately in conformity with FASB ASC Topic 805 Business Combinations. (AS 2810.30)

The issuer merged with its previous parent company in a business combination of entities under common control. The firm did not identify and evaluate the significance of a departure from GAAP related to the issuer's omission of certain disclosures required by FASB ASC Topic 805 including (1) comparative financial statements retrospectively adjusted as though the merger had occurred at the beginning of the prior period and (2) the method of accounting for the transfer of net assets or exchange of equity interests. (AS 2810.30 and.31)

During the year the issuer acquired a business and determined the fair value of certain acquired intangible assets using forecasted revenue which the firm identified as a significant assumption. The firm did not evaluate the reliability of certain historical revenue data from the acquiree that was used to develop these revenue forecasts. (AS 1105.04 and .06)