windham brannon proposal for eat here brands, llc test

1

response to request for proposal received from

Qualifications of the Firm Why choose Windham Brannon? We offer more. Windham Brannon is a leading audit, tax, and advisory firm with extensive experience working with clients in the restaurant and retail industries. We provide high levels of expertise relevant to your business. With Windham Brannon, you’ll find more proactive involvement, more attention to your priorities and more investment in our relationship to ensure your needs are anticipated and met with confidence. We have more than 150 staff dedicated to our clients’ success. We take pride in the fact that we are re-defining the role of the typical CPA firm. We are providing each client with exceptional proficiency, certainly, but also a personalized level of service. Since 1957 we have worked with clients through times of economic crises, financial bubbles and dynamic market trends. We have a proven record of success in adapting to change, learning from the past while keeping our eyes on the future. To serve our middle market clients’ growth needs, we have professionals who understand tax and accounting rules across multiple states and abroad, offering the resources necessary to plan and implement their growth strategies. Windham Brannon is committed to offering more:

More Experience … Windham Brannon offers you experience working with clients

similar to Eat Here Brands. Beyond the specifics of efficient audit process, we understand the matters most impactful to your business, are committed to minimizing your tax obligations, and are prepared to offering strategic, effective planning to ensure your goals are met.

More Service … We pride ourselves on our proactive, highly-communicative approach to

client service. We will work very closely with you throughout the engagement, maintaining availability and communication, and offering creative solutions for your unique business needs. We are passionate about our commitment to our clients and ensure each receives a personal level of service.

More Resources … Eat Here Brands will benefit from our niche expertise relevant to

your specific needs. The leaders of this engagement specialize not only in tax and audit services, but also lead our firm’s retail and restaurant practice. We are also a member of AGN International, an affiliation of accounting firms located across the U.S. and abroad, allowing access to worldwide services important to our clients. Our team is committed to your ultimate success and delivering the highest value.

More Team Continuity … Our commitment to our clients begins with our commitment to the development of our professionals. The firm’s continuing education initiative far exceeds the standards established by authorities regulating the profession. Our culture embraces the development of our leaders from within. A result of this commitment is our high staff retention and low turnover compared to comparable firms and industry averages.

2


Our Relevant Expertise Restaurant expertise For over 50 years, Atlanta-based Windham Brannon has provided exceptional tax, audit and advisory services—and more—to retail and restaurant sectors throughout the Southeast. Our professionals have worked closely with closely held businesses including franchisors and multi-unit franchisees to reduce costs, improve margins and grow profitability. We understand that retail and restaurant companies succeed when they deliver outstanding customer experiences—and this success grows exponentially when satisfied customers become champions for their brands. But getting there means overcoming hurdles—purchases and experiences are influenced by rapidly changing lifestyle trends and social media connections with friends; location-based marketing and purchasing via mobile devices are drawing customers to tech-savvy businesses; and fierce competition can lead to pricing that strains ultra-thin margins. How do you balance a customer-centric focus with mandates to improve operational performance, profitability and shareholder value? Our principal-led team of CPAs takes pride in a more holistic and proactive approach that helps attract and retain the best customers and supports company business objectives, delivering the following services:

Financial Statement Audits and FDD Filings Income Tax Planning and Minimization Strategies Federal and State Income Tax Credit Utilization Income Tax Return Preparation State and Local Tax Consulting Fixed Asset Cost Segregation Profitability Consulting Forensic Services and Litigation Support Merger and Acquisition Planning and Due Diligence

We have the know-how and resourcefulness to uncover opportunities for efficiencies and savings in operational activities that improve margins. Our multi-disciplinary team includes experts in compensation and employee benefit plans that help you recruit good employees and keep turnover low. We promote stronger and mutually beneficial supplier relationships with deep expertise in your industry. And Windham Brannon has a network of trusted referral partners to add yet more value. In all cases, we help you generate information that meets compliance requirements and, perhaps more importantly, helps you make better business decisions and gain a competitive edge. Our commitment to retail and restaurant companies is personal and longstanding: we continually apply innovative accounting and consulting solutions to help you become more successful in reducing costs, improving margins and profitability, and increasing business value.

3


Our Relevant Expertise (continued) Experience with Early Stage, High Growth Companies [I need direction here.]

4


Client References The following represent a sampling of Windham Brannon’s current restaurant clients:

Shoney’s North America Corp. Steve Neuroth Chief Financial Officer 225 East Paces Ferry Road, Suite 300 Atlanta, Georgia 30305 Phone: 404.601.2719 Email: [email protected]

The Original Honeybaked Ham Co. of Georgia, Inc. Pete Stanca Corporate Controller 3875 Mansell Road Alpharetta, Georgia 30022 Phone: 678.966.3242 Email: [email protected]

Willy’s Mexicana Grill Willy Bitter Owner 1876 Defoor Avenue Suite #6 Atlanta, Georgia 30318 Phone: 404.252.6366 Email: [email protected]

Prometheus Partners (franchisee for International House of Pancakes and Taco Bell) Chris Suh Chief Financial Officer 4655 Mistic Drive NE Atlanta, Georgia 30342 Phone: 770.395.9091 Email: [email protected]

5


Introduction to the EHB Service Team At Windham Brannon, we deliver a teamwork approach to maximize value to clients. We do not maintain separate books of business by individual principals. Rather, our principals serve the clients of the firm as a group, bringing their specialized knowledge to the client. Additionally, we customize each client team to ensure that we are as responsive and knowledgeable as possible. We take proactive measures to maintain continuity of staff for our clients through our commitment to a culture which promotes a work/life balance. As a result of our retention efforts, we experience very low attrition. From our initial hiring procedures to our mentor programs, we hire and retain the most talented professionals available. Staff remain on engagements each year and grow with their clients. In addition to the team mentioned below, other experienced professionals will be assigned to your engagement based on the specific areas of need at the time. The team for this engagement includes: David Kloess, Audit Principal – David has served restaurants and franchise operations for over 28 years. In 1985, he began his career after accepting a corporate accountant position with The Stuckey’s Corporation in Washington DC. David learned the fundamentals of the restaurant business through performing all accounting functions for the Stuckey’s franchise, as well as Interstate Dairy Queen and several other restaurant businesses associated with Stuckey’s. David felt a passion for service and began his public accounting career with BDO Seidman, LLP, rising to partner in 1996. In 2001, he joined Windham Brannon, PC. His passion for service extends to a passion for the restaurant and franchise industries. Throughout his public accounting career, David has served restaurants and franchise operations. Clients served include Honey-baked Hams, Fiesta Brands (El Pollo Loco), AFC Enterprises (Church’s Chicken), Concentrics, Steak-Out and Shoney’s. Windham Brannon clients benefit from his extensive knowledge of accounting and financial reporting requirements applicable to the restaurant and franchise industries as well as his understanding of the business. Additionally, clients benefit from his dedication, style and approach to service. Richard Yelton, Tax Principal – Rich has more than 20 years experience providing tax services to clients in the retail and franchise industries. Together with David, he leads the firm’s Retail and Restaurant practice, and will serve as the leader and central point of contact for all tax-related matters with this engagement. Maggie Wise, Audit Manager – Maggie has more than 6 years of experience and works on multiple service teams for the firm’s retail and restaurant clients. She will serve as the day-to-day audit lead on this engagement. Leah Bendig, Tax Manager – Leah has almost 6 years experience and works on multiple service teams for the firm’s retail and restaurant clients. She will serve as the day-to-day tax lead on this engagement.

6


Introduction to the EHB Service Team (continued) [I’m sure the brief bios will spill over onto this page]

Our Commitment to Staff Continuity Windham Brannon is committed to providing top-quality client service. We understand the best way to achieve this is to provide well-trained people who know and understand your business and issues. To achieve staff continuity, we are committed to hiring individuals that exhibit a strong client service orientation and are relationship driven. We then provide growth opportunities within the firm by training and developing our staff, promoting a culture of collaboration, and effectively planning for and managing succession. We strongly believe that R&B will benefit from the continuity of Windham Brannon’s staff. Regarding staff turnover, Windham Brannon has experienced less than 9% turnover (both planned and unplanned) over the last three years. This figure is below the average of other similar sized firms in our industry (14% over that same period). We attribute our low turnover rate to a culture that is deeply committed to our clients and to preserving a balance that allows our staff to thrive. Our commitment to our employees enables us to make a confident commitment to EHB with respect to staff continuity.

7


Our Proposed Audit Approach Audit Approach: Planning and Fieldwork

We begin with the end in mind. We understand the process to annually value the company’s stock begins upon delivery of the audited statements. Consequently, everything we do will be driven to expedite this process and complete the audit within the agreed timeline.

Our belief is the only way to serve a client is to be highly engaged and understand the business and its people, the unique operating environment, and the mission and goals of the organization. This approach is fundamental to how we interact with our clients, deliver our services and provide value.

During the Planning phase of the audit, we will meet with management to understand the company’s business and processes, as well as establish responsibilities and a timetable. In our experience, effective planning mitigates surprises during the audit.

Our Fieldwork includes:

Customized approach; no wasting your time with “canned” audit programs or PBC requests; we design the audit and requests based upon what’s relevant to your unique business

Highly engaged senior-level resources Highly experienced auditors (you will not be training young auditors) Use of best practice technologies that improve audit techniques and reduce time. These

technologies include IDEA (automated data manipulation) and paperless audit files. Through IDEA, we evaluate and perform searches of massive amounts of data, and quickly run stratified samplings. We also coordinate the transfer of information and financial schedules with our clients through secure internal shared drives and/or internet-based sites. These practices allow us to perform audits remotely, resulting in high efficiency and eliminating travel expenses. Bottom Line: we significantly reduce audit time through technology, and thus reduce your costs.

Seamless coordination with tax services, i.e. our auditors and tax professionals share information

Concurring review process; your financial statements are reviewed by a second partner (concurring reviewer). We use this “cold review” to further ensure that our work is of the highest quality and that your financial statements will not only comply with US GAAP, but will be understandable and transparent.

Meaningful feedback and management recommendations

8


Our Proposed Audit Approach (continued) Assistance by Your Personnel:

We believe in utilizing your staff to the fullest extent possible to minimize your costs. We will invest time with you well in advance of year-end to customize and review a working draft of the PBC listing. We want to insure that all schedules and supporting information requested are necessary and relevant to your business.

Client Satisfaction:

Your engagement team is committed to exceeding your expectations. To ensure we have achieved this goal we communicate with you throughout the year. By maintaining an ongoing dialog of your activities, issues and problems, we are able to address and resolve these issues in the early stages. Also, we want to hear any issues you may have with our services and commit to satisfying your requests.

We will hold an exit meeting with you at the completion of our work to assess your satisfaction with our services and discuss ways to improve the audit process going forward.

Our Proposed Audit Timeline TBD 2013

Planning meeting with Windham Brannon and Eat Here Brands Windham Brannon to provide a detail list of items needed for the audit of Eat Here

Brands Interim fieldwork and “first time through” procedures

TBD 2014

Final fieldwork, including manager and principal reviews in the field Draft of financial statements and proposed management recommendations to Eat Here

Brands Exit conference meeting with Windham Brannon and Eat Here Brands to review the

financial statements and management recommendations Deliver final financial statements to Eat Here Brands

9


Our Proposed Tax Approach Tax Return Process: Our tax services approach is structured to provide smooth, timely and accurate preparation of returns, insuring a foundation for effective planning. We believe the most critical component to successful tax return preparation is early and regular communication with clients. As part of the planning process, we establish agreed-upon expectations of information needed from clients and timelines for the different stages of our services. This allows for delivery of draft returns to insure a smooth process with ample review time. Our clients receive a thorough, customized “Information Request” to ensure that all areas of the return preparation have been covered, and to eliminate repeated requests for additional information. By knowing what information is required, time is saved on both sides, and therefore, a more effective return can be prepared at a more efficient cost. Simply put, our tax services approach provides:

Highly involved partners (uniquely low ratio of 4 to 1 staff to Principal);

Ongoing planning and communication;

Scheduled quarterly planning and brainstorming sessions;

Maintenance of annual calendar, which establishes responsibilities and deadlines; and

Guaranteed delivery of returns on schedule. Your professional services team has been selected to match your needs, including your industry, tax structure and the complexity of your returns. The biographies of our proposed team are included elsewhere in this proposal. The tax professionals at Windham Brannon are experienced in the full range of tax compliance and consulting services for both business and individual clients. All members of our business tax staff are either certified public accountants, enrolled agents, or are in the process of obtaining their certification. Many of our professionals have advanced degrees in taxation from leading universities. Tax Consulting and Expertise: The firm has extensive expertise in serving closely-held businesses. In addition to tax return preparation, professionals at our firm provide advice regarding state and local tax issues and credits, tax structures and financial transactions as well as personal income tax planning for owners and executives, including estate and gift tax considerations. Our staff has substantial experience in representing clients in examinations by federal, state and local taxing authorities. We are a firm proactive in tax planning. Our clients receive on-going consultations regarding tax planning throughout a business’s entire life cycle. We continually look for ways to maximize tax deductions and explore available credits and maintain regular contact with our clients to find out what is happening with their business and to recommend and implement appropriate tax savings strategies. We keep abreast of the continuum of changes in tax law so as to advise and plan for our clients proactively.

10


Strategic Advice Windham Brannon’s “First-Blush” Opinion [To be provided by Rich and David.]

11


Fees We realize that fees are an important concern, and we are sensitive to your objective of controlling costs. We will cooperate to minimize your costs consistent with maintaining our standards of quality. As a means of cost control, we expect to leverage our technology and experience as part of our audit approach. Equally important, we expect to enlist the assistance of your personnel wherever possible. While fees are not the sole factor in selecting accountants and consultants, you should expect your service providers to deliver value and share your commitment to managing external costs. With regards to fees, our Firm’s guiding principles are:

• Provide value for the fees we charge in the form of knowledge sharing, providing relevant feedback and excellent client service;

• Never surprise a client by having them open a bill without our discussing it with them beforehand, and;

• Ensure fairness. Our proposed annual audit fees are as follows: Service Estimated

Hours Estimated Fees (pre-April 15th)

Estimated Fees (post-April 15th)

2013 Financial Statement Audit for the year ending December 31, 2013 for Eat Here Brands, LLC

$TBD $TBD

Our proposed annual tax fees are as follows: Service Estimated



2013 Federal and State Income Tax Return Preparation and Planning for Eat Here Brands, LLC, LLC

$5,500 $5,500

2013 Federal and State Income Tax Return Preparation and Planning for L&R Burgers #1, LLC

$3,000 $3,000


$3,000 $3,000


$3,000 $3,000

2013 Federal and State Income Tax Return Preparation and Planning for Babalu, LLC

$3,000 $3,000

2013 Federal and State Income Tax Return Preparation and Planning for L&R Concepts, LLC

$2,000 $2,000

12


Fees (continued) Service Estimated



2013 Federal and State Income Tax Return Preparation and Planning for River Room Hospitality, LLC

$3,500 $3,500

2013 Federal Proforma and TN Income Tax Return Preparation and Planning for Interim #1, LLC

$750 $750

Our fees are subject to revision only if unforeseeable circumstances are encountered. In that unlikely event, we will discuss the matter with you before incurring additional costs. Our fee schedule is based on the facts and circumstances made available to us at the time the proposal was developed. Should changes in accounting rules, federal regulations, auditing standards, tax laws, your company structure or personnel warrant additional fees, you will be notified prior to time being incurred. Our fees are based on the following assumptions:

• You will prepare schedules and analyses and provide us with supporting documents as requested, as well as be available to assist us.

• Windham Brannon will prepare the financial statements with your oversight. • You will not make significant changes in your internal accounting controls, accounting

systems, key personnel, or organizational structure. We aim to develop a long-term relationship with Eat Here Brands. Our fees are calculated based upon the estimated time it will take us to complete the agreed upon services. In our initial year of working with you, we will spend first-year related costs. We will absorb these costs as part of our initial investment in you.

Professional Fees: Our hope is to develop a long-term relationship with Eat Here Brands. Based upon our understanding of your business needs, we have the technical background and expertise that will enable us to efficiently and effectively serve you. Our fees are calculated based upon our standard rates and the estimated time it will takes us to complete the agreed upon services. Our fees for these services further assume that we will have assistance from the employees of Eat Here Brands in preparing certain schedules and responding to inquiries throughout the engagement.

13


Fees (continued) Fees for Services Not Contemplated or Requested Herein: Fees for services not contemplated or requested in this proposal will be incurred and billed based on our standard hourly rates. Any such additional services would be engaged separately with you in advance of incurring such fees. If we determine that accounting or tax research, consultation or advisory work is required, we will discuss this matter with you before any time is incurred. As soon as we recognize any unanticipated work or out-of-scope effort, we will communicate this to you and confirm our communication in an email. If required, we will provide you with a separate engagement letter for your approval. Routine Consultation: Windham Brannon encourages you to call us with any questions or issues as they arise and we do not bill for routine calls and questions. Occasionally, you or your personnel may wish to seek advice and information regarding accounting systems, benefit packages, cost allocations, operating efficiencies, tax planning, or other matters. If extended research is required, we will provide you with a fee estimate and request your approval before we begin.

14


Value Added Benefits [Which of our other services are relevant to EHB?]

15


Appendix A: Firm Philosophy and Recognition Dedication to Superior Client Service Windham Brannon’s success is attributable to strong, long-lasting relationships. Our mission is to help our clients succeed in a complex and changing world. We aim to achieve our mission by passionately pursuing an understanding of your business and providing a level of service that makes our relationship a truly valuable asset. We demonstrate this commitment by proactively thinking of ways to address your unique business needs and offering more than typical audit and tax services. As a firm, we serve a wide range of both corporate and individual clients. Our professionals understand the importance of and are committed to the delivery of superior service. We believe Eat Here Brands will benefit from the expertise and the attention we provide our clients, as well as our faithful commitment to the adherence to our core operating principles:

• Deliver exceptional client service; • Do the right thing, all the time; and • Maintain a collegial and collaborative culture.

Provided the opportunity, we are committed to demonstrate how Windham Brannon can offer more to Eat Here Brands. Firm Recognition

• Five Principals have received the prestigious Distinguished Member Award from the Georgia Society of Certified Public Accountants, an award given to one person each year among the more than 10,000 members

• Named one of the “Best of the Best” Top 25 public accounting firms by Inside Public Accounting

• Named one of the Top Workplaces in Metro Atlanta for 2012 and 2013 by Atlanta Journal Constitution

• Named one of the Best Places to Work by Atlanta Business Chronicle in 2012 and 2013 • Named one of the Best Accounting Firms to Work For in the nation by Accounting

Today in 2012 and 2013 • Named one of the Best Public Accounting Firms for Women by the Accounting &

Financial Women’s Alliance and the American Woman’s Society of Certified Public Accountants in 2013

Offering More: leadership, vis ion, involvement

“At Windham Brannon we don’t subscribe to the waiting-for-the-phone-to-ring method of serving clients. We know the best way to help our clients is getting to know them. That philosophy drives our proactive service approach.”

David Kloess applies his more than 25 years of technical, customer service and leadership experience to his role as Windham Brannon’s president and CEO. The firm’s business, not-for-profit and individual clients—as well as the WB team he leads—depend on David’s expertise in successfully addressing varied and complex accounting and financial reporting needs. In addition, they value the approach to service that he practices and has instilled throughout the organization. He believes firmly in proactively engaging clients to better understand their challenges and the opportunities available to help them meet their goals.

David’s industry specializations include technology, real estate, manufacturing, contracting, service, hospitality and retail. His specialized service expertise includes SEC reporting, mergers and acquisitions due diligence, internal control evaluations and internal auditing, which includes Section 404 assessment, documentation, and analysis. His extensive domain insights and experience benefit management and clients alike and contribute to the productive long-term relationships that are a Windham Brannon hallmark.

In addition to his role at Windham Brannon, David lends his talents to various professional and community organizations. He’s been a member of the board of directors of the American Cancer Society’s Atlanta Chapter and is currently a board member of Atlanta Urban Ministries. David is a member of the finance committee of St. David’s Episcopal Church and Rotary International.

Prior to joining Windham Brannon, David was an audit partner with BDO Seidman, LLP, working in the Washington, DC and Atlanta offices. A native of Montgomery, Ala., David received a B.S. in commerce and business administration with a major in accounting from the University of Alabama, and served on the professional advisory board at the university’s Culverhouse School of Accountancy.

David H. Kloess, CPAPresident and CEO

[email protected] 678-510-2748

The people of Windham Brannon are recognized for their abilities to provide exceptional tax, audit and advisory services … and more. Clients count on WB’s technical expertise, certainly, but they also value the added benefit they get from working with the team of attentive, resourceful, connected Windham Brannon professionals committed to their success.

3630 Peachtree Road, NESuite 600Atlanta, GA 30326(404) 898-2000windhambrannon.com

Offering More: leadership, vis ion, involvement

Rich leads Windham Brannon’s Restaurant and Franchise Services practice and has been a part of the firm since 1997. He specializes in federal and multi-state income tax planning and compliance for companies ranging from large public companies to family-owned private businesses.

Rich has considerable experience in the restaurant and hospitality industry, as well as professional services, manufacturing and distribution, technology, and private equity. Rich assists clients implement strategies related to income tax minimization and business restructuring planning.

Prior to joining Windham Brannon, Rich worked with KPMG where he served clients with U.S. and international corporate tax planning matters. Rich began his career at a CPA firm in Cincinnati, Ohio.

Rich is the recipient of the 2001 Ernst & Young Corporate Reorganizations Award and the 2000 PriceWaterhouseCoopers Corporate Taxation Award. He received his Masters of Taxation (MTX) degree from Georgia State University and a Bachelors of Science degree in Accounting from the University of Dayton.

Rich’s professional organization memberships include the American Institute of CPAs (AICPA), Georgia Society of CPAs (GSCPA), Ohio Society of CPAs, Georgia Restaurant Association (GRA), and the Atlanta Tax Forum. He lives in Avondale Estates with his wife and three children.

Richard D. Yelton, CPAPrincipal

[email protected] 678-510-2811

The people of Windham Brannon are recognized for their abilities to provide exceptional tax, audit and advisory services … and more. Clients count on WB’s technical expertise, certainly, but they also value the added benefit they get from working with the team of attentive, resourceful, connected Windham Brannon professionals committed to their success.

3630 Peachtree Road, NESuite 600Atlanta, GA 30326(404) 898-2000windhambrannon.com

windham brannon proposal for eat here brands, llc test

Documents

clients success

experience windham brannon

clients similar

exceptional tax

firms retail

atlantabased windham

audit services

tax obligations