Squar Milner s Credentials

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1 Table of Contents Squar Milner s Credentials... 1 Healthcare Services... 2 Firm Services... 4 Audit & Assurance... 4 Tax... 6 Corporate Diligence... 7 Business Risk... 8

2 Squar Milner s Credentials Squar Milner is one of the nation s 100 largest accounting firms as well as one of the largest independent PCAOB registered accounting and advisory firms in California. Squar Milner has a combined operating experience exceeding 75 years with offices in Los Angeles, Newport Beach and San Diego. Squar Milner is a leading provider of assurance, tax and business advisory services to the Southern California business and professional community. We are experienced with both private and public companies, and domestic and international business matters. Our success in these fields, combined with our commitment to timely and efficient services, distinguishes us from other national, regional and local firms. We pride ourselves on the continuity of our staff, as our turnover is far lower than that of our national competitors. We have over 200 employees, including 25 partners who assist clients in all 50 states and in 50 countries. We provide our clients with: Strategic commitment to serving mid-size private and public companies Full service audit, tax and business advisory capabilities Strong SEC practice Partner involvement and accessibility High client service standards International coverage Value for fees We serve a wide range of industries locally, with particular strengths in: Professional Services Real estate/construction and hospitality Technology/software/telecommunications Financial Services Consumer and Industrial Products Healthcare providers Not-for-profit entities Life Science/BioTech We are often asked how we compare to our competition. With respect to the national CPA firms, Squar Milner provides a greater level of service (partner/manager involvement) with the same or better talent, more efficiency and less red tape. In addition, we have access to a pool of technical resources, much like the national firms, but distinguish ourselves by delivering solutions proactively, timelly and with personal attention. With respect to other regional and local CPA firms, in most cases, Squar Milner possesses talents and depth that these other firms do not. One example is the strength and technical resources available through our BKR International alliance. We are a member of BKR International, a strong national and international alliance of 143 member CPA firms covering over 40 locations in the U.S. and 336 locations worldwide in 66 countries. Please view our website at to learn about our wide range of services including tax, audit, SEC requirements and corporate due diligence. If you have any questions, please call (949)

3 Audit & Assurance Services Squar Milner provides full service audit and assurance services to small and emerging companies with revenues up to $300 million throughout Southern California, operating in multiple states and internationally. We serve as auditors for 32 publicly traded company clients, including six reverse merger participants and companies with international operations. Our experienced professionals provide high quality CPA services that are individually tailored to each client s specific needs. We strive to give our clients the highest quality service, ongoing technical expertise and valuable recommendations. Squar Milner s full-service audit practice is committed to providing expert and responsive audit and other attestation services. Each engagement is individually tailored to your specific needs by experienced professionals. We are current on the latest technical developments and stand ready to support you. We believe communication with our clients is imperative. We are members of the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants, and the Public Company Accounting Oversight Board. Our ongoing participation in these organizations helps ensure high quality service. It also provides us with a system of self-regulation including a frequent Peer Review, and gives us a forum to share our views and experiences on professional matters and technical standards. Our constant close involvement with you and professional organizations is critical to our ability to offer valuable recommendations on a host of important issues. We offer more than just a compliance audit and the preparation of a financial statement. A well-planned and properly conducted audit engagement can provide valuable insight into operational efficiencies, internal control weaknesses, and business opportunities. An audit is a springboard for improved internal controls and procedures. SEC Technical Expertise Squar Milner currently provides audit and tax services to 32 public companies, some of which are accelerated filers. Our audit partners have served at international CPA firms leading engagements for NYSE and NASD listed companies. We have over 100 years of combined SEC experience serving public reporting companies and deal with SEC staff frequently in connection with client filings and on special communications. Additionally, our partners and managers currently serve as subject matter advisors to accelerated filer companies seeking to comply with Section 404 of the Sarbanes-Oxley Act of Like our national counterparts, we have access to sophisticated research tools on the latest accounting and SEC developments. In contrast to the national firms, Squar Milner s partners consult and make decisions on complex accounting issues and reporting locally. 2

4 Peer Review Report and PCAOB Inspection Squar Milner has been registered with the Public Company Accounting Oversight Board (the Oversight Board ) since September We undergo inspections by the Oversight Board at least once every three years, and a tri-annual peer review by the Center for Public Company Audit Firms of the AICPA in the United States. We completed our most recent AICPA peer review in October 2007 and no comments. Our October 2004 AICPA peer review had only one comment. Further, we just completed our first Oversight Board inspection and received a clean no comments report. It is the best report an accounting firm serving public companies can receive. Both the 2004 peer review report and the Oversight Board inspection report can be furnished upon request. You may also access our peer review report at AICPA.org. The PCAOB will publish our inspection report shortly on its web site. We bring audit quality to the relationship. Audit quality lowers your business risk. Given the very substantial increase in the responsibility of boards and audit committees in today s environment and the requirement for certain executive officers to sign certifications relating to the audited and the interim unaudited financial statements, we believe that our public audit clients are equally concerned with audit quality. Thus, we encourage you to visit the Oversight Board s web site ( and compare our outstanding results with the other accounting firms you have invited to bid on ECC s audit and quarterly review services. 3

5 Tax Services Focused on maximizing your profits, Squar Milner s skilled professionals provide well thought-out planning, taking every relevant business transaction into consideration. Using the latest technology, both printed and on-line services, Squar Milner keeps current on tax rulings, tax events, and audit and accounting pronouncements. Our professionals have access to virtually every tax and financial information service, including the most recent Treasury Department rulings, congressional hearings, and court opinions, plus the diverse services that report on today s tax events and tomorrow s key issues. Our team members devote significant time to interpreting how this information will affect our clients tax positions. The following is a sample of the areas that require the kind of careful, attentive tax planning we deliver: Business formations Mergers and acquisitions Transactional structuring and planning Liquidations and dispositions Tax accruals and financial statement disclosures Tax Process Sarbanes Oxley documentation of key controls International and multi-state tax planning Tax controversy assistance federal and state jurisdiction Squar Milner also provides a comprehensive compliance service, which draws upon our extensive experience in the preparation and review of consolidated corporate tax returns. We also have expertise in the preparation of corporate returns for all fifty states and local jurisdictions. Our professionals have successfully assisted and represented our clients before the Internal Revenue Service, as well as State taxing authorities. Our tax clients include the following: Guidance Software Universal Electronics Ingram Micro First American Title Consumer Portfolio Services Quest Software 4

6 Corporate Diligence Services Squar Milner Corporate Diligence Services, GP is focused on providing M&A due diligence services for middle-market private equity groups (including Bison, Marwit Capital, Century Park Capital Partners, The Compass Group) and corporate clients (including Quest Software, Berry-Hinckley Industries). Corporate Diligence Services understands middle-market transactions and works efficiently to help clients better understand their investment opportunities by advising on the following deal-specific areas: Integrity of EBITDA and financial performance Identification of hidden costs, contingencies & commitments (including tax exposures) Evaluation of future cash flows Assistance in structuring purchase price mechanisms Assessment of accounting procedures and controls Closing working capital position Tax and accounting structuring Our diligence services expertise spans a broad array of industries including: Software Media and entertainment Logistics Distribution Manufacturing 5

7 Business Risk Services As a result of increased internal and external scrutiny surrounding corporate governance, Squar Milner has developed a suite of products that are designed to help clients achieve greater value from internal audit. We can work as an extension of your existing internal audit team, or as independent consultants to help you leverage your Sarbanes-Oxley investment, expand risk management and support the needs of the Board and senior management for additional knowledge surrounding fraud prevention, internal controls, corporate governance and IT security and controls. Our flexible and risk-based approach goes beyond traditional internal audit by providing companies with the guidance they need to reinforce and enhance internal controls, help manage their businesses and increase the use of technology and knowledge management. Our Business Risk Services include: Internal audit outsourcing and co-sourcing Enterprise risk assessments and management Fraud/Forensic consulting Construction auditing Quality assessment Information technology audit Business process improvement Sarbanes-Oxley - Key control identification and optimization - Documentation of existing process, workflows and practices - Test script development and execution - Remediation of deficiencies including changes to policies and procedures - Project management support - Ongoing compliance 6