RIVERS & MOOREHEAD. Pre-Audit, Financial Reporting and Business Valuation Consulting

Transcription

1 RIVERS & MOOREHEAD Pre-Audit, Financial Reporting and Business Valuation Consulting

2 TECHNICAL EXPERTISE Asset Retirement Cost Bankruptcy Beneficial Conversion Features Business Valuation Capital vs. Operating Lease Analysis Classified Balance Sheets Contingent Liabilities Contingent Consideration Convertible Securities Debt Issuance Costs Debt Modifications Derivatives Discontinued Operations Discounted Cash Flow Analysis Down Round Provisions Due Diligence Earnings Per Share Equity Method Investments Equity Valuation Fair Value Opinions Financial Forecasting FX Currency Transactions Bargain Purchases Going Concern Goodwill & Asset Impairments Hedging Illiquid Securities Non-Controlling Interests Notes to Financial Statements Policies & Procedures Purchase Price Allocations Purchase Accounting Transactions Although we are a CPA firm, we do not perform attest or tax compliance services. We are not bound by independence regulations and thus are free to work alongside management in whatever capacity they require. Our specialities include: Pre-audit services 10-Q and 10-k preparation SOX compliance Business valuation Technical accounting consulting Process optimization IPO READINESS Controllership and CFO outsourcing

3 We are a group of technical accountants available to serve as an extension of our clients accounting department. We employ only experienced Big Four and national firm CPAs, strong controllers and technical experts. Our reputation for excellence and execution are the reason why we are regularly referred in by leading CPA firms across the country.

4 With Rivers & Moorehead s technical expertise and organizational skills, we have confidence that our needs will be met on time and with the quality that is expected BY both our management team and our auditors. Sean Hammond Controller - Insys Therapeutics, Inc. Insys Therapeutics (NASDAQ:INSY) is one of the fastest growing companies in Arizona with a $3+bn market capitalization. Rivers & Moorehead provides Insys with SEC compliance and technical accounting services.

5 From publicly-traded multi-nationals to start-ups, we serve a diverse group of clients located throughout the US. Representative clients include: Semiconductors (NASDAQ: AMKR) Debt Management Services (NASDAQ: ECPG) Cable Provider (NYSE: CABO) Village Voice Newspaper Speciality Pharmaceuticals (NASDAQ: INSY) Chiropractic Clinics (NASDAQ: JYNT) Regional Airline Content Delivery Network (NASDAQ: LLNW) Semiconductors (NASDAQ: ONNN) Electronics Distribution (NASDAQ: AVT) Securities Brokerage Professional Hockey Representative Engagements SEC Reporting Sarbanes-Oxley Consulting Pre-Audit Preparation Interim CFO and Controllership Services Monthly Financial Reporting Budgeting and Forecasting Discounted Cash Flow Analysis Accounting System Selection Purchase Accounting Buy-Side Due Diligence Data Room Preparation Drafting Financial Statement Footnotes Reconciliation Projects Restatement Activities Technical Research and Position Papers Internal Audit Standard Costing System Implementation Monthly Close Process Improvement Internal Control Analysis Embedded Derivative Analysis Stock-Based Compensation Income Tax Accruals Policies and Procedures Development Fixed Asset System Implementation Equity Tracking Systems Implementation Proxy Statement Preparation Goodwill and Long Lived Asset Impairments Supplemental Staffing

6 We employ only experienced Big Four and national firm CPAs, strong controllers and technical experts. Our reputation for excellence and execution are the reason why we are regularly referred in by leading CPA firms across the country. Steve Rivers Managing Partner SEC Compliance and Financial Reporting Practice Leader With our experience gained working at PwC and Duff & Phelps, we have the valuation skills of a large firm while providing competitive rates and service levels expected of a small firm. We are a trusted resource for companies and transactions of all sizes. Brian Jones Partner Business Valuation Practice Leader Our SOX approach starts with a fully documented database of 225 common controls, allowing us to provide a more efficient and cost effective engagement. More importantly, our vast SOX Experience allows us to locate the gaps in controls that clients are really hoping to fix. CLIENT CASE STUDY: AUDIT PREPARATION CHALLENGE Our client was facing a first time audit, lacking the experienced personnel to handle the numerous tasks necessary to prepare for auditors, we stepped in to assist. HOW WE HELPED Reviewed the trial balance and accounting records to determine the necessary pre-audit adjustments. Made the necessary entries directly into the accounting software system. Prepared the necessary accounting schedules for the auditors. Performed technical accounting research in order to prepare position papers for auditor review. Prepared financial statements using the firm s automated templates and our client s adjusted trial balance. Utilized our valuation experts to address private company stock based compensation under ASC 718. Used existing tools to efficiently update financial statements and footnotes for minor audit adjustments throughout the reporting process. Acted as primary point of contact with the auditors to ensure a smooth and efficient audit. THE RESULT Due to our extensive experience in audit preparation services, we were able to reduce the overall time our client and their auditors spent on the audit limiting any exposure to delays or excess audit fees. We also served in an advisory capacity to provide a forum for our client to raise questions about the audit process and to address issues that arose. Tammy Rivers Partner SOX Consulting Practice Leader

7 Rivers & Moorehead has been our go-to resource for almost a decade. They have a broad range of skill sets where they can either roll up their sleeves in times of need or they can take on a leadership role. Megan Faust Sr. VP & Controller - Amkor Technology, Inc. Amkor Technology (NASDAQ:AMKR) generates over a $1bn in annual revenue and looks to Rivers & Moorehead for their SEC Compliance and technical accounting needs.

8 Rivers & Moorehead provided additional resources during crunch time and we were able to scale up and back down without any commitments or strings attached. We would recommend Rivers & Moorehead to any company facing a shortage of internal resources and we will certainly call them again as our needs arise. Kevin Moriarty Chief Financial Officer - Avnet, Inc. Avnet (NYSE:AVT) is one of the world s largest global distributors of electronic components, computer products and embedded technology.

9 CLIENT CASE STUDY: SEC COMPLIANCE CHALLENGE Our client needed SEC reporting assistance on a quarterly and annual basis. HOW WE HELPED Prepared core financial statements from multiple subsidiary trial balances using our automated templates. Compiled information needed to complete the first draft of SEC form 10-Q or 10-K. Led the edit, review and submission process from the first draft to filing with the SEC. Prepared a comprehensive support binder to substantiate the disclosures in the filing and to provide a road map for future document preparation. THE RESULT Our client has filed all forms 10-Q and 10-K on a timely basis since engaging Rivers & Moorehead. We provide the client bandwidth that allows them to focus on their core business, not on compliance activities. CLIENT CASE STUDY: BUSINESS VALUATION CHALLENGE A client with a complex capital structure needed guidance related to the valuation of a preferred security with an embedded derivative. HOW WE HELPED Applied applicable guidance to determine the preferred security met the requirements for separability. Bifurcated the preferred security into a host contract and embedded derivative under ASC 815. Drafted a technical position paper outlining the position of the company and the planned course of action. Prepared a fair value analysis under ASC 820 employing option pricing methodology. THE RESULT Our client was able to address a complex accounting issue in a timely manner and deliver an analysis that met the expectation of their auditor.

10 To discuss ways in which we can help please contact Steve Rivers at Rivers & Moorehead PLLC 398 South Mill Ave Ste 307 Tempe, AZ