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Fair Value

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This memo identifies the key issues that will need further investigations. Each of the following sections would identify one key issue, explain how the issue would affect impairment test, and summarize the sensitivity analysis conducted.

Customer Retention Assumptions

Customer retention/attrition is estimated by the Company to arrive at the adjusted revenue, however, no support is provided for the 75% of probability of retention.(Exhibit XI) Retention rate can be expected by conducting statistical analysis of historical customer turnover and revenue growth rates. When historical customer data of sufficient quality is not available, it may be necessary to rely on management estimates or industry data. Probability of retention is important because it will have a huge impact on customer value and goodwill impairment. The following table will illustrate how different retention rates can affect goodwill impairment. For the next step, we will ask management for historical customer attrition data or other support to confirm the accuracy of the 75% retention rate assumed.

Retention Rate | Customer Relationship value | Goodwill | Goodwill Impairment | 65% | 21 | 27 | 130 | 70% | 24 | 24 | 133 | 75% | 28 | 20 | 137 | 80% | 32 | 16 | 141 | 85% | 37 | 11 | 146 |

Discount Rate Assumptions

Appraisal Professionals LLC, used the Capital Asset Pricing Model to compute a Weighted Average Cost of Capital for discounting the cash flows of MMN Builders. In order to do this, the appraisers took into a consideration a lot of difference assumptions that our team would like further clarification on. One of the assumptions for this calculation is the estimates of the Size Premium (SSP) and the Additional Risk Premium (ARP). Further, we would like the question the Effective Tax Rate utilized by the appraisers.

* Size Premium (SSP): Appraisal Professionals,

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