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EX-99.1 - EX-99.1 - DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIPd279855dex991.htm

Exhibit 99.2

VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

WENDCHARLES II, LLC

FINANCIAL STATEMENTS

December 25, 2011 and DECEMBER 26, 2010


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

ADMIN@VRONAVANSCHUYLERCPA.COM

WWW.VRONAVANSCHUYLERCPA.COM

 

240 LONG BEACH ROAD

      240 WEST 35TH ST. STE 300

ISLAND PARK, NY 11558-1541

      NEW YORK. NY 10001 - 2506

TEL: 516-670-9479

      TEL: 212-868-3750

FAX: 516-670-9477

      FAX: 212-868-3727

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

The Members

Wendcharles II, LLC

27 Central Avenue

Cortland, New York 13045

We have reviewed the accompanying statement of assets, liabilities and members’ capital-income tax basis of Wendcharles II, LLC as of December 25, 2011 and December 26, 2010 and the related statements of revenues and expenses-income tax basis, members’ capital-income tax basis and cash flows-income tax basis for the years then ended. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the income tax basis for accounting and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provides a reasonable basis for our report.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with the income tax basis of accounting, as described in Note 1.

 

LOGO

CERTIFIED PUBLIC ACCOUNTANTS

January 21, 2012


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Statement of Assets, Liabilities and Members’ Capital-Income Tax Basis

December 25, 2011 and December 26, 2010

 

 

     2011      2010  
ASSETS   

Current assets:

     

Cash (Note 1I)

   $ 344,168       $ 294,080   

Inventories—(Note 1C)

     49,701         38,660   

Prepaid expenses and other current assets

     0         298   
  

 

 

    

 

 

 

Total current assets

     393,869         333,038   
  

 

 

    

 

 

 

Property and equipment—(Notes 1D and 2)

     511,567         670,499   
  

 

 

    

 

 

 

Other assets:

     

Goodwill, net of accumulated amortization of $318,430 in 2011 and $222,901 in 2010—(Note 1E)

     1,114,511         1,210,040   

Deferred costs, net of accumulated amortization of $28,894 in 2011 and $20,524 in 2010—(Note 1F)

     33,429         41,799   

Deposits

     9,585         9,585   
  

 

 

    

 

 

 

Total other assets

     1,157,525         1,261,424   
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 2,062,961       $ 2,264,961   
  

 

 

    

 

 

 
LIABILITIES AND MEMBERS’ CAPITAL   

Current liabilities:

     

Current maturities of long-term debt—(Note 3)

   $ 117,581       $ 96,877   

Accounts payable and accrued expenses

     559,969         470,278   
  

 

 

    

 

 

 

Total current liabilities

     677,550         567,155   

Long-term debt, less current maturities—(Note 3)

     1,343,899         1,413,410   
  

 

 

    

 

 

 

Total liabilities

     2,021,449         1,980,565   

Commitments and contingencies—(Notes 3, 4, 5 and 6)

     —           —     

Members’ capital—(Notes 1A, 5 and 6B)

     41,512         284,396   
  

 

 

    

 

 

 

TOTAL LIABILITIES AND MEMBERS’ CAPITAL

   $ 2,062,961       $ 2,264,961   
  

 

 

    

 

 

 

 

See accountants’ review report and notes to the financial statements.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Statement of Revenues and Expenses-Income Tax Basis

For the Years Ended December 25, 2011 and December 26, 2010

 

     2011     2010  

Sales

   $ 7,512,661      $ 7,343,782   

Cost of sales

     2,340,316        2,269,948   
  

 

 

   

 

 

 

Gross profit

     5,172,345        5,073,834   
  

 

 

   

 

 

 

Labor expenses

     2,379,330        2,409,424   

Store operating and occupancy expenses

     1,592,350        1,564,054   

General and administrative expenses

     383,048        345,351   

Advertising expenses—(Note 4A)

     340,609        337,727   

Royalty expense—(Note 4A)

     300,509        293,748   

Depreciation and amortization—(Notes 1D, 1E and 1F)

     396,832        307,899   

Interest expense—(Note 3)

     42,155        45,315   
  

 

 

   

 

 

 

Total operating expenses

     5,434,833        5,303,518   
  

 

 

   

 

 

 

Operating income (loss)

     (262,488     (229,684

Gain/(loss) on sale/(disposal) of assets

     (3,569     10,742   

Workers’ Compensation Refund

     250,000        425,000   

Other income

     14,073        2,968   
  

 

 

   

 

 

 

Excess (deficiency) of revenues over expenses—(Note 1G)

   $ (1,984   $ 209,026   
  

 

 

   

 

 

 

 

See accountants’ review report and notes to the financial statements.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Statement of Members’ Capital-Income Tax Basis

For the Years Ended December 25, 2011 and December 26, 2010

 

Members’ capital, December 27, 2009

   $ 300,370   

Excess of revenues (deficit) over expenses for the period ended December 26, 2010

     209,026   

Distributions paid to members

     (223,500

Redemption of member’s interest

     (1,500
  

 

 

 

Members’ capital, December 26, 2010

     284,396   

Excess of revenues (deficit) over expenses for the period ended December 25, 2011

     (1,984

Distributions paid to members

     (239,400

Redemption of member’s interest

     (1,500
  

 

 

 

Members’ capital, December 25, 2011

   $ 41,512   
  

 

 

 

 

See accountants’ review report and notes to the financial statements.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Statement of Cash Flows-Income Tax Basis

For the Years Ended December 25, 2011 and December 26, 2010

 

     2011     2010  

Cash flows from operating activities:

    

Excess (deficiency) of revenues over expenses

   $ (1,984   $ 209,026   
  

 

 

   

 

 

 

Adjustments to reconcile to net cash provided by operating activities:

    

Depreciation and amortization

     396,832        307,899   

Decrease (increase) in inventories

     (11,041     1, 961   

Decrease (increase) in prepaid expenses and other current assets

     298        (298

Increase (decrease) in accounts payable, accrued expenses and taxes

     89,691        (25,050

(Gain)/loss on (sale)/disposal of assets

     3,569        (10,742
  

 

 

   

 

 

 

Total adjustments

     479,349        273,770   
  

 

 

   

 

 

 

Net cash provided by operating activities

     477,365        482,796   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures, tangible and intangible assets

     (137,570     (69,331

Proceeds from sale of asset

     0        25,000   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     (137,570     (44,331
  

 

 

   

 

 

 

Cash flows from financing activities:

     (98,807     (90,450

Repayments of note payable

     (239,400     (223,500

Members’ distributions

     (1,500     (1,500

Redemption of member’s interest Proceeds from loan

     50,000        0   
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (289,707     (315,450
  

 

 

   

 

 

 

Net increase (decrease) in cash

     50,088        123,015   

Cash, beginning of period

     294,080        171,065   
  

 

 

   

 

 

 

Cash, end of period

   $ 344,168      $ 294,080   
  

 

 

   

 

 

 

Supplemental Information:

    

Interest paid during the year

   $ 41,954      $ 45,030   

 

See accountants’ review report and notes to the financial statements.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 1Summary of Significant Accounting Policies

 

  (A) The Company:

Wendcharles II, LLC was formed on June 24, 2008 pursuant to the South Carolina Code of Laws to acquire, own and operate six existing Wendy’s Old Fashioned Hamburger Restaurants in the Charleston, South Carolina metropolitan area. As part of the same overall transaction, another South Carolina limited liability company, Wendcharles I, LLC, affiliated with the Company by certain common management and ownership interests, acquired eleven other existing Wendy’s Old Fashioned Hamburger Restaurants in and proximate to North Charleston. The restaurants were all acquired from one unrelated seller for an aggregate purchase price of $5,760,000, less net adjustments to the Company of approximately $14,000. The Company’s recorded goodwill in the amount of approximately $4,060,000. The purchase price was financed principally by a $3,500,000 loan from Bank of America, with the balance provided by capital contributions of the members. The acquisition closed and restaurant operations commenced on September 16, 2008.

The leases for the six leasehold estates, all in South Carolina, were assigned to the Company from different lessors. Two locations each are in Goose Creek and Summerville and one each is in North Charleston and Moncks Corner as follows: Goose Creek: 101 Red Bank Road; and 601 St. James Avenue; Summerville: 740 North Main Street; and 10012 Dorchester Road; North Charleston: 7440 Northwoods Boulevard; and Moncks Corner: 515 North Highway 52.

The Company is to continue in perpetuity, except it is to be dissolved as a result of the sale of all business operations or the sale of all or substantially all of its assets, in each of such cases upon the receipt of the consideration therefor in cash or the reduction to cash of non-cash consideration, or upon the occurrence of certain events as set forth in the operating agreement. (See Note 5B).

The Company currently operates six restaurants, all of which are leased. (See Note 4B).

 

  (B) Income Tax Basis of Accounting:

The Company is treated as a partnership for federal and South Carolina income tax purposes. The accompanying financial statements have been prepared on the basis of accounting used to prepare the Company’s federal partnership return. Such other comprehensive basis of accounting differs in certain respects from generally accepted accounting principles. Accordingly, the accompanying financial statements are not intended to present financial position and results of operations in accordance with generally accepted accounting principles.

 

  (C) Inventories:

Inventories represent food and supplies and are stated at cost.

 

See accountants’ review report.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 1Summary of Significant Accounting Policies – (Continued):

 

  (D) Property, Equipment and Depreciation:

Property and equipment are stated at cost. Depreciation is provided by application of the straight-line method over depreciable lives as follows:

 

Land improvements

  

15 to 39 years

Leasehold improvements

  

15 to 39 years

Restaurant equipment

  

    5 to 7 years

If it had qualifying property placed in service during the year, the Company has taken additional depreciation deductions in accordance with the federal government’s enactment of the Economic Stimulus Act of 2008, amended by the American Recovery and Reinvestment Act of 2009, the Small Business Jobs Act of 2010, and the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010.

 

  (E) Goodwill:

Goodwill, representing the excess of the purchase price over the fair value of the assets acquired, is amortized over fifteen years.

 

  (F) Deferred Costs:

The Company capitalized the costs incurred in obtaining its financing and its leases. These costs are amortized over the life of the loan.

 

  (G) Income Taxes:

The Company was organized as a Limited Liability Company under the laws of South Carolina and is not subject to any federal or state income tax. For federal and South Carolina income tax purposes, the Company is treated as a partnership. Accordingly, each member is required to report on his federal and applicable state income tax return his distributive share of all items of income, gain, loss, deduction, credit and tax preference of the Company for any taxable year, whether or not any cash distribution has been or will be made to such member.

The Company’s tax returns are subject to examination by the Federal and State taxing authorities. The tax laws, rules and regulations governing these returns are complex, technical and subject to varying interpretations. If an examination required the Company to make adjustments, the profit or loss allocated to the members would be adjusted accordingly.

Although income tax rules are used to determine the timing of the reporting of revenues and expenses, non-taxable revenues and non-deductible expenses are included in the determination of net income in the accompanying financial statements.

 

See accountants’ review report.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 1Summary of Significant Accounting Policies – (Continued):

 

  (H) Fiscal Year:

The Company’s annual accounting period is a fiscal year ending on the last Sunday of December.

 

  (I) Cash:

The Company maintains its cash in various banks. The accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation, to a maximum of $250,000. At any time during the year, the cash balance may exceed $250,000.

 

  (J) Use of Estimates:

The preparation of financial statements in conformity with the income tax basis of accounting requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates.

 

  (K) Advertising:

The Company expenses all advertising costs when incurred.

Note 2Property and Equipment

Property and equipment consist of the following:

 

     2011      2010  

Land improvements

   $ 160,325       $ 150,624   

Leasehold improvements

     520,764         511,804   

Restaurant equipment

     1,020,519         911,470   
  

 

 

    

 

 

 

Total

     1,701,608         1,573,898   

Less: Accumulated depreciation

     1,190,041         903,399   
  

 

 

    

 

 

 

Property and equipment, net

   $ 511,567       $ 670,499   
  

 

 

    

 

 

 

Note 3Acquisition Debt

At the closing of the purchase transaction, the Company and its affiliate, Wendcharles I, LLC, jointly obtained a $3,500,000 loan from Bank of America, with interest at a floating rate, initially equal to the thirty-day adjusted LIBOR plus 250 basis points for the period commencing on the closing date until four quarterly financial reports have been submitted and reviewed in accordance with the loan agreement and, thereafter, equal to the thirty day adjusted LIBOR plus a margin based on the funded debt to earnings before interest, taxes depreciation and amortization (“EBITDA”) ratio. Based on the relative values of the leasehold interests acquired, $1,800,000 and $1,700,000, representing 51% and 49%, respectively, of the total principal amount, were recorded on the books of the Company and its affiliate, although they are jointly and severally liable for the loan.

 

See accountants’ review report.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 3Acquisition Debt – (Continued):

 

A combined initial payment of interest only of $7,277, based on LIBOR of 2.49%, set two business days before the closing date was due and paid on October 1, 2008. Beginning on November 1, 2008 and ending on August 1, 2015, monthly payments of interest and principal are due in an amount sufficient to amortize the loan over 13.5 years. LIBOR is adjusted on the first business day of each month. The loan matures on August 16, 2015. The loan may be prepaid at any time upon five days written notice, in minimum increments of $250,000, provided the Companies pay any costs incurred by the bank in the termination of any interest swap agreements between the parties.

The Loan was guaranteed by two of the Companies three managing members until the later occurrence of one year from the closing date or the date the Companies achieve a combined funded debt to EBITDA ratio of less than 3.75 to 1.00 for two consecutive quarters. (See Note 4C). The guarantee was released by the lender on March 31, 2010.

The loan is secured by all the assets of each company. The agreement contains various standard affirmative and negative covenants as well as certain formula-based covenants. At December 31, 2011, the companies were not in compliance with these formula-based covenants.

The Company’s share of the estimated aggregate annual principal amounts required on the note through maturity are as follows: 2012: $100,914; 2013: $108,080; 2014: $114,748; and 2015: $1,090,516.

In October 2011 the Company borrowed $50,000 from M&T Bank for restaurant equipment. Repayment terms are monthly payments of $1,388 plus interest at 3.24% for 36 months.

Future annual principal payments are as follows:

 

2012

   $ 16,667   

2013

     16,667   

2014

     13,888   
  

 

 

 
   $  47,222   
  

 

 

 

Note 4Commitments and Contingencies

    (A)     Franchise Agreement Commitments:

The Company is the franchisee for the six Wendy’s restaurants it owns and operates. The franchise agreements obligate the Company to pay to Wendy’s International a monthly royalty equal to 4% of the gross sales of each restaurant, or $250, whichever is greater. The Company must also pay to Wendy’s National Advertising Program 3% of the gross sales and spend not less than 1% of the gross sales of each restaurant for local and regional advertising.

 

See accountants’ review report.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 4Commitments and Contingencies – (Continued):

 

    (B)     Minimum Operating Lease Commitments:

The lease for the restaurant located at 101 Red Bank Road in Goose Creek has a primary term that expires on November 8, 2020 and includes two ten-year renewal options. The current annual rent for the lease is $119,070 through November 8, 2015. At that time and on each five year anniversary thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 5%. In addition the Company is required to pay percentage rent equal to 6% of gross sales in excess of base rent.

The lease for the restaurant located at 740 North Main Street in Summerville had a primary term that expired on June 20, 2004. The current term expires on June 20, 2014 and includes two remaining five-year renewal options. The annual rent is $67,628 for all terms of the lease.

The lease for the restaurant located at 1295 West Dorchester Road in Summerville had a primary term that expired on April 30, 1995. The current term expires on April 30, 2015. The annual rent is $56,012 for all terms of the lease. In addition the Company is required to pay percentage rent equal to 6% of gross sales in excess of base rent.

The lease for the restaurant located at 7440 Northwoods Blvd in North Charleston has a primary term that expires on November 8, 2020 an includes two ten year renewal options. The current annual rent for the lease is $123,237 through November 30, 2015. At that time and on each five year anniversary thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 5%. In addition the Company is required to pay percentage rent equal to 6% of gross sales in excess of base rent.

The lease for the restaurant located at 601 St. James Avenue in Goose Creek has a primary term that expires on March 31, 2025 and includes two five-year renewal options. The current annual rent for the lease is $105,875 through March 31, 2011. At that time and on each April 1 thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 1%.

The lease for the restaurant located at 515 North Highway 52 in Moncks Corner has a primary term that expires on November 30, 2025 and includes two five-year renewal options. The current annual rent for the lease is $124,911 through November 30, 2015. At that time and on each December 1 thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 1.5%.

The Company is required to pay all realty taxes, insurance, routine maintenance and common charges for the above leases.

 

See accountants’ review report.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 4Commitments and Contingencies – (Continued):

 

    (B)     Minimum Operating Lease Commitments:

Rent expense was $620,867 in 2011 and $605,047 in 2010 including percentage rent of $24,239 in 2011 and $21,544 in 2010.

Future annual minimum rentals are as follows:

 

2012

     599,556   

2013

     602,526   

2014

     569,844   

2015

     504,990   

2016

     500,152   

Thereafter

     3,234,189   
  

 

 

 
   $ 6,011,257   
  

 

 

 

    (C)     Financial and Operational Advisory Services Agreement:

The Company has a financial and operational advisory services agreement with three of its corporate officers. The agreement provides for these officers to: Consult with and advise the Company on applicable financial and/or operational matters and if required by the Company’s debt, lease or franchise agreements, to which they are signatories, to remain ready, willing and able to maintain such status for the benefit of the Company, except where such guarantees are not needed; and remain able to provide such additional personal guarantees as, within their sole discretion, may reasonably be necessary to maintain the business of the Company. The initial term expires December 2011, and is automatically renewable annually thereafter, as long as the Company remains in business. The agreement also provides for the reimbursement of reasonable expenses incurred by the individuals in fulfilling their duties. The aggregate annual fee under this agreement is $18,000. (See Note 6A).

Note 5Capitalization and Operating Agreement

    (A)     Capitalization:

The Company’s initial capitalization consisted of 800 units, of which 42 and 32 were sold to two managing members at $100 per unit, or $7,400 in the aggregate, and 64 units were sold to the third managing member at $156 per unit, or $10,000 in the aggregate. Of the remaining 646 units, 83 were sold at $100 per unit, or $8,300 in the aggregate, and 579 units were sold at per unit contributions of $2,300 totaling $1,331,700. All contributions totaled $1,357,400. (See Note 5B).

    (B)     Operating Agreement:

All purchasers of membership interests are parties to the Company’s operating agreement which provides for the capitalization and operation of the Company, distributions to members and transfers of interests. Members’ consents representing 75% of all membership interests are required for the following actions: Change in the operating agreement; voluntary dissolution; sale or exchange of substantially all assets; merger or consolidation; incurrence of debt or refinancing other than in the ordinary course of business or in connection with entering new or unrelated businesses; and removal of a manager, for cause. Members are not required to make up negative capital accounts.

 

See accountants’ review report.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Notes to the Financial Statements

December 25, 2011 and December 25, 2010

 

Note 5Capitalization and Operating Agreement – (Continued):

 

    (B)     Operating Agreement-continued:

Distributions either from cash flow generated by operations or capital transactions (as defined) other than capital contributions are made at the sole discretion of the managers, acting unanimously. Managers are elected by the members. Outside liens against membership interests are prohibited. For permitted transfers of membership interests, book value is equal to assets less liabilities using the income tax method/accrual basis of accounting, except for transfers involving the interest owned by the Company’s President, in which case a special valuation adjustment is required through August 2013.

Members wishing to sell their interests shall submit their request in writing, together with appropriate documentation setting forth the terms of such sale, to the managing members, who within thirty days and at their sole discretion, shall approve or disapprove of such sale. If not approved, the managing members within fourteen additional days may elect to have the Company purchase the offered units at the stated terms. Such action by the managing members is to be by simple majority. If the managing members determine that the offered interests are not to be redeemed by the Company, then the interests shall be offered to the remaining members of the Company, pro-rata at the same offered terms, who will have 14 additional days to purchase the offered shares. If the interests are not purchased by the members, then they may be sold to the third-party purchaser at the offered terms, but the purchaser must become bound by the terms of the operating agreement. Membership interests may also be transferred to family members or trusts or by reason of death or incompetence.

In the event of a termination of a member’s interest by death, retirement, resignation, expulsion, bankruptcy, incompetence, or in the case of a member that is not a natural person – dissolution, the Company must be dissolved unless it is continued by the consent of all the remaining members. Non-consenting members are deemed to offer and authorized representatives or trustees of deceased or bankrupt members may offer the applicable membership interest, first to the Company, and then to the consenting (continuing) members. In such case, the offered interests must be purchased by either the Company or one or more of the consenting members. Such purchases, unless made by the Company, are to be made pro-rata to the existing interests of purchasing members, unless they agree otherwise or there is only one purchasing member.

In any event, all offered interests of non-consenting members or by the estate, trustee, etc. of deceased or bankrupt members, etc. must be purchased by the Company or one or more consenting members or the Company must be dissolved and liquidated.

 

See accountants’ review report.


VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles II, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 6Related Party Transactions

 

    (A)     Financial and Operating Advisory Service Fees:

The Company paid two of its three managing members and a third individual a total of $18,000 in 2011 and $18,000 in 2010 pursuant to a financial and operational advisory services agreement.

    (B)     Other:

In March 2009 the Company redeemed one member’s .13% membership interest for $500.

In January 2010 the Company redeemed one member’s .13% membership interest for $1,500.

In December 2011 the Company redeemed one member’s .13% membership interest for $1,500.

Note 7Pension Plan

The Company maintains a qualified cash or deferred compensation plan under section 401(K) of the Internal Revenue Code. Under the plan, employees may elect to defer up to (15%) of their salary, subject to Internal Revenue Service limits. A discretionary matching contribution may be made by the Company and added to each participant’s account. Company contributions for the plan amounted to $0 for 2011 and $0 for 2010.

Note 8Subsequent Event

On December 26, 2011 the restaurant located at 1721 Sam Rittenberg Blvd in Charleston was purchased by the Company from it’s affiliate Wendcharles I for $66,922 representing the net asset value of the restaurant.

 

See accountants’ review report.