LARRY W. BRUMFIELD, CPA

**** ******** ****** ****** *****, SC 29579 843-***-****

abkpj7@r.postjobfree.com

CPA / SENIOR FINANCE MANAGER

Financial Analysis & Planning / Audit / Financial Statements / GAAP /

Startups / Restructurings

Corporate & Structured Finance / IPOs / SEC Filings /Consulting / Strategic

Planning / Contracts / Negotiations / Corporate Tax

M&A / Due Diligence / Turnarounds / Litigation Support / Real Estate

Development / REITs

Extensive experience as CPA, CFO, Secretary and Treasurer, in public and

corporate accounting, financial statements, and the complete audit process.

Audited financial statements and footnotes, evaluating complex accounting

issues and their resolution, corporate and structured finance, capital

raising and all facets of real estate development. Highly experienced with

SEC filings, under the 1934 Act, IPOs under the 1933 Act, financial

restructurings, business turnarounds and strategic planning. As a corporate

leader and executive, led the development and financing of $400M+ in

capital projects and the acquisition of over $200M in commercial property.

Excel at developing personal, high-integrity relationships with colleagues,

clients, auditors, law firms, regulatory authorities, etc. Creative

communicator, effective with people at all corporate levels; build

successful cross-functional teams. Driven, goal-oriented leader, proven at

multitasking in high-pressure deadline driven environments. An accomplished

and sought-after speaker and conference leader on a national basis. Earned

BS in Accounting, with honors, at Virginia Tech.

Serving as member of Senior Management Team from Finance and Accounting

viewpoint

Providing results proven consulting services to a variety of clients in

numerous industries

Applying innovative accounting, finance and management techniques to

challenging circumstances

Conducting financial analysis and analytic review from a "does it make

sense" perspective

Periodic financial reporting experience, including Forms 8-K, 10-Q and Form

10-K

Creating environments that generate and maintain sustainable growth

Mentoring staff and building working teams in and outside the company

SELECTED ACCOMPLISHMENTS

Turned around Blue Rhino, restructuring and driving sale of company.

Recruited by Chairman and major investor to "fix" troubled startup propane

supplier. After situation analysis, migrated company from vertical to

virtual business model. Led a successful restructure, moving company to

national distributorship model. Acquired additional VC and high net worth

"angel" financing.

Rescued cash-strapped pharmaceutical company by developing innovative

strategy. After LBO, King Pharmaceuticals was turned down by 15 banks and

unable to raise working capital. Within three weeks, assessed situation.

Completed formal Business and Financing Plan. Successfully put in place an

asset-based line of credit, allowing company to grow. King is now large

public company.

Orchestrated world's largest apparel company M&A. With tight deadline and

short staff, challenged to handle the acquisition, audit and purchase

accounting of Blue Bell by VF Corporation. Garnered available resources,

worked closely with client, handled all technical issues and met necessary

public company earnings release deadlines. Received numerous accolades

from client and firm for effort.

Supported over $600M in financings for complex real estate opportunities.

The "Grand Strand" of SC was ripe for re-development of older hotel and

resort properties. Met with major players in the market and developed

financial models and economic realities. Initiated cascade of deals based

on successes of financing initial projects. Won acclaim with all

stakeholders by ensuring accuracy of project needs.

CAREER HISTORY

Managing Partner, LWB Development Group, (Full-service coastal NC and SC

real estate developer), 2006 to present. Visualized numerous projects,

evaluating regulatory/entitlement hurdles. Conducted economic feasibility

analysis. Negotiated multiple joint venture opportunities. Completed large

PUD from inception. Handled all finance, accounting and tax matters.

Senior Partner and Founder, Strand Capital Group, LLC, 1997 to 2006.

Oversaw operations, sales, and financial activity for the development, sale

and management of resort properties. Developed all financing models to

obtain senior bank debt and third party mezzanine financing. Established

strong working relationships with senior level executives, politicians and

regulatory authorities throughout the area. Handled all finance,

accounting and tax matters.

CFO, Secretary, Treasurer, Blue Rhino Corporation (propane supplier), 1995

to 1997. Recruited to restructure and reengineer entire business model.

Created and presented turnaround business model to corporate board, venture

capitalists and high net worth investors. Led company through

restructuring, taking Blue Rhino to national level.

Director/Manager, Corporate Finance Practice, PricewaterhouseCoopers, 1993-

1995, Promoted to Financial Services Advisory Group. Directed major IPOs,

leading to significant new consulting business. Led regional real estate

advisory. Directed numerous consulting engagements.

Senior Manager, Audit/Business Assurance Practice. PricewaterhouseCoopers,

1991-1993, Leader in start up of new office. Directed team of ten.

Recognized regionally within firm for ability to direct and complete

complex audits and business transactions.

Personal: I enjoy the outdoors, golf, and spending time with my family.

Also a voracious reader of history and spiritual books, and subscribe to a

number of professional journals and business magazines. In addition, I

support many local charities.

EXECUTIVE BIOGRAPHY

Larry W. Brumfield, CPA

8674 Carbella Circle

Myrtle Beach, SC 29579

843-***-****

abkpj7@r.postjobfree.com

CPA / SENIOR FINANCE MANAGER

Financial Analysis & Planning / Audit / Financial Statements / GAAP /

Startups / Restructurings

Corporate & Structured Finance / IPOs / SEC Filings /Consulting / Strategic

Planning / Contracts / Negotiations / Corporate Tax / M&A / Due Diligence /

Turnarounds / Litigation Support / Real Estate Development / REITs

Extensive experience in corporate and structured finance, consulting, and

real estate development. A "deal maker", having extensive experience in all

facets of real estate finance and development, SEC filings, IPOs, capital

raising and financial strategic planning, maximizing top and bottom lines.

Led the development and financing of more than $400M in capital projects

and the acquisition of more than $200M in commercial property.

Additionally, cumulatively participated in raising more than $1.8B in

public and private capital. Others have noted the ability to complete the

very difficult deals, restructure and turn around tenuous situations, and

use innovation and personal drive to maximize results.

Examples include working with Merrill Lynch and Bear Stearns to create a

new asset class, orchestrating the IPO of the highly successful Tanger

Factory Outlet Center REIT. Additionally, lead the restructuring and

turnaround of Blue Rhino Corporation, taking it to the national level prior

to its IPO and subsequent successful sale to Ferrell Gas, a large, US

publicly-traded natural gas company.

BS in Accounting with honors from Virginia Tech and completion numerous

continuing education courses, workshops and seminars in management,

corporate and structured finance, and accounting and auditing. An

accomplished and in-demand speaker and conference leader on a national

level. Interpersonal and relationship skills are excellent. Goal-driven and

excels in multitasking within high pressure, deadline-critical

environments.

CAREER HISTORY

MANAGING PARTNER / PRINCIPAL

LWB Development - full-service coastal NC and SC real estate development

firm

2006 to Present

As with many partnerships, came to the conclusion that the time was

appropriate to start own business and move forward from existing

relationship with former partners at Strand Capital Group. In 2006, formed

LWB Development Group and continues to provide major development expertise

and counsel on the Carolina coast.

Maximizing Opportunities, Creating Innovative and Leading Edge

Developments. Known as a successful and proven developer on the "Grand

Strand." Was in the enviable position of being able to arrange

"confidential" meetings and "scope" the best of potential deals with land

owners in the area who lacked the expertise or available financing to move

forward.

As a result of these meetings, would "visualize" the project, evaluate

the regulatory/entitlement hurdles (i.e., moving of existing public access

walkways, etc.) and conduct a personal economic feasibility analysis based

on extensive knowledge of the elements necessary to move from "scratch" to

completion on large Planned Unit Developments.

Based upon that initial analysis, often negotiated joint ventures, more

often than not using the original owners' land as equity, obtaining

controlling Managing/General Partnership interest and a controlling

financial interest.

An example would be the Prince Resort @ the Cherry Grove Pier ("Prince"),

a strategically differentiated full-service Resort. Four older two-story

hotels on five different plots, owned by four different family owners, made

for an extremely complex and challenging situation. Planned and designed

this development in its entirety.

"Soup to Nuts" does not accurately describe the level of involvement. A

partial list of activities includes:

1. Negotiating Development and Sale Agreement with the land owner, buying

out two owners at below market land value with two family members

remaining in a passive position.

2. Developing plans to maximize land use while meeting statutory

requirements.

3. Setting up Working Capital Line at bank funding pre-development costs,

creating a "no cash out-of- pocket" situation" and ultimately

receiving a $70M+ financing package from a bank syndicate.

4. Creating a "three phase" financial model for construction and

development of the project.

5. Negotiating successfully with all governmental entities.

6. Overseeing construction planning and on-going Critical Path issues.

7. Arranging end loan financing with several lenders, with finance

packages and updates sent to all buyers.

8. Coordinating hundreds of closings with multiple attorneys and buyers.

Also planned and led the design of a mixed use, LEED approved development

comprised of a 4-star hotel, fractional, timeshare, condo, townhome and

single family residence, and a town center with retail locations. This

project received national recognition and placed fourth in a US-wide LEED

design contest.

SENIOR PARTNER and FOUNDER

Strand Capital Group, LLC

1997 to 2006

Oversaw operations, sales, and financial activity for the construction,

sale and management of major resort properties. Initially this business

was formed as a corporate finance consulting practice and many successful

engagements were completed, including developing an ESOP for the 2nd

largest Prudential franchise in the US, financial and business plan

preparation for a start up cargo airline, etc. This entity ultimately

became exclusively involved in real estate in late 1998 after a successful

start as a boutique corporate finance advisory firm.

Led and/or supported more than $600M in Financings for Complex Real

Estate Opportunities. Led (and with the other senior partner) met with

major players in the market and developed financial models and economic

projections. These activities led to a cascade of deals based on successes

of financing initial projects. Noted for working with all stakeholders to

ensure accuracy of project needs as well as ability to quickly financially

model the reality of a deal envisioned from a "back-of-the-napkin"

negotiation.

Through a mutual friend, introduced to prominent investors with

significant ocean front property and other land, hotel and real estate

holdings in the area. In a very short time this led to the opportunity to

purchase the Patricia Grand Resort Hotel (308 rooms, 18 story restaurant,

bar, gift shop, etc.), one of the largest and most prominent hotels on the

Grand Strand.

The seller had another "companion" property called the Patricia North.

Seizing the opportunity, negotiated, in the same closing, a lease purchase

of this property and closed this collective $54M deal.

At this point, brought in the owner and developer of a large and

prominent group of golf courses ("Large Golf Owner"). The Large Golf Owner

needed hotel rooms to better leverage golf packages. This approach would

prove beneficial in the future for two major developments: Coral Beach and

Sands, discussed below. With this success, it is fair to say that "the word

began to spread."

After leading the effort of placing the senior debt, subordinated debt,

preferred and common equity, and closing the Patricia deal ($54M),

approached by the same sell side investment banking group (Hodges, Ward &

Elliott in Atlanta) to look at another large hotel.

Hodges Ward & Elliott (again representing a different seller) presented

the opportunity to purchase the Coral Beach Resort Hotel (301 rooms, 18

stories, restaurants, bar & lounge, 10 lane bowling alley, gift ship,

convenience store, etc.). Brought together an investor group, including the

Large Golf Owner, as an equity participant. After obtaining the Sell-Side

Offering Memorandum, prepared the initial analysis and deal structure as

well as a Private Placement Memorandum (or Reg. D Memorandum).

This was an extremely complex deal, as the capital markets on Wall Street

had tightened for hotels. Since many did not understand Myrtle Beach and

the Grand Strand, it was expected that a "flag fee of 5-7%" was an

"assumed" to be built into underwriting models. Therefore, the loan to

value was not acceptable and getting local senior debt was more attractive.

From the seller's perspective, the property also had a major negative

capital account issue from a tax basis. This had to be overcome.

Yet again, there day and night, pulling the complex pieces together from

a financial, legal, structuring and closing perspective. Part of the

proceeds raised was used to renovate the property, subsequently winning for

the Coral Beach the Travel Channel's Award as the #1 family hotel on the

Grand Strand.

With the success of the Coral Beach project, then contacted by the

largest law firm on the Grand Strand and involved in each of the above

deals, about the Sands Resorts Group. The owners of what is commonly known

as the Sands had been trying to sell the property, but no one had "pulled

it off." Following a full review of audited financials and a complete

property tour, found a way to put together this very large and complex

deal.

With a substantial development in the planning stages, which was to

require a planned unit development (PUD), Sands comprised fee simple hotel

rooms, condotel rooms/management contracts, a separate call reservation

center, separate in-house laundry, etc. The resort was the largest on the

Grand Strand, with approximately 1,600 total units. It effectively

controlled the "golf package" business.

Based on immediate past experience (valuation, market, investors, etc.),

prepared an initial valuation, deal structure and yet another formal Reg. D

Offering Memorandum. Contacted Large Golf Owner, meeting with him to

explore a significant equity position and ultimately to do complete due

diligence. Large Golf Owner and his family ended up taking 50.1 percent of

the total equity to ensure voting control.

With the raising of equity completed, went to work on completing the

capital structure. The complexity of the deal proved difficult for

investors and sellers to grasp. Following weeks of negotiations, when Bank

Boston dropped out as the mezzanine lender, went to the sellers, getting

them to agree to take a 2nd and 3rd mortgage in order to close the deal.

This was a difficult and complex transaction completed under heavy

pressure. After three months of planning, negotiation and execution, this

$65M transaction was closed. Took an equity position in the deal as well

as a Board seat. In addition, while this was occurring, the existing

owners, not knowing if the deal was going to close, had moved forward with

conceptual plans on an expansion of 110 three bedroom condo units, which

was going to require a Planned Unit Development ("PUD").

Negotiated to take over the aforementioned development, with the one of

the former owners of Sands as a short term consultant, for a development

fee. Formed a new South Carolina LLC development company, Strand Capital.

Rapidly expanding experience includes auditing construction and real estate

companies, completing substantial due diligence and closing major, large,

complex deals in the real estate development area.

CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER

Blue Rhino Corporation - propane supplier through major retailers

1995 to 1997

Recruited by Chairman and major venture capital investor (and former

Corporate Finance client) to restructure and reengineer the entire business

model. Created and presented an innovative virtual business model to the

corporate board, venture capitalists and high net worth investors. With a

successful turnaround in hand, led company through this restructured

business model to the national level. Chairman's recommendation readily

available.

Turned Around Blue Rhino, Revitalized and Drove Sale of Company.

Recruited by the company's Chairman and its largest investor (for whom he

had done corporate finance work at PwC - see below) to turn the company

around. Initial analysis demonstrated that the existing business model

would not work in the near or long term.

Led the restructuring and turnaround of the company's financial viability

through organizational reengineering and restructuring of the business

model. Led the migration from a vertical to virtual business model and

managed the transition team in redefining jobs and eliminating positions as

necessary, including that of the President.

Also worked with a former McKinsey Consultant to map strategies and

discuss company direction. Finance, operations, accounting and other

divisions were restructured, including hiring a new Controller and

establishing a streamlined reporting system. Worked directly with outside

legal counsel to develop a distributor agreement consistent with the new

business model and then worked with the new VP of Operations to meet with

and secure new distributor business all across the United States.

Also led presentations to private investor groups to secure additional

financing. Prepared the company for an IPO which was successfully completed

and shortly after, Blue Rhino was acquired by Ferrell Gas, one of the

largest publicly traded natural gas companies in the US.

DIRECTOR / MANAGER, CORPORATE FINANCE PRACTICE

Coopers & Lybrand - International Accounting, Tax, and Consulting Firm

(now PricewaterhouseCoopers)

1993 to 1995

Worked within the Financial Services Advisory Group. Directed a number of

significant IPOs in various asset classes, leading to significant new

consulting business. Also asked to lead the public and private real estate

business in the DC/Mid Atlantic region.

Used innovative techniques to drive the IPO of the Tanger Factory Outlet

REIT. After rapid "shoestring" growth, the owner of Tanger needed liquidity

and access to capital. Along with the firm's National Director of

Securitization, met with the client in order to complete a full analysis of

the situation, identifying numerous financial, tax and development issues

that needed to be resolved.

At the time, there had never been a Public Factory Outlet Center Asset

Class. Advised Stanley Tanger, the owner, that a REMIC (Real Estate

Mortgage Investment Conduit) may work well to meet his needs. Met with the

client to begin the REMIC process while discussing with Merrill Lynch about

creating a new public asset class so a public (umbrella) REIT could be

created.

Worked diligently to prepare the issue of an IPO with the client, Merrill

Lynch, Bear Stearns and counsel to create the new asset class. The IPO

proved successful, leading to an $80M Convertible Preferred Stock Follow-On

Offering six months later for additional capital for debt reduction and

acquisitions.

Due to this work, garnered praise from the company and C&L colleagues,

and secured new business due to the Tanger IPO and follow-on Convertible

Preferred Stock Offering success. Continued to work with other REITs in

other asset classes, public offerings, M&A's and due diligence.

As a result, appointed by the firm, to handle public real estate

clientele business in the DC/Mid Atlantic region. Invited by partners to

present REITs and the going-public process to audit and tax partners as

well as important real estate clients of their office along the east coast.

Able to secure substantial business for the Firm.

Used creative strategy to assist cash-strapped King Pharmaceutical

Company. After a LBO, the company, a producer of Class I through IV generic

drugs, was turned down by 15 banks and unable to raise working capital. The

company was in real financial danger.

Took immediate action. Organized a "tiger team" to ensure quality,

detailing work on every aspect of the deal. Within three weeks, after

assessing the situation, a Business and Financial Plan was completed and a

financing strategy was put in place for the executive leadership team. The

company received an asset-based line of credit. The company grew rapidly,

went public and remains a very successful public company to this day.

Known for a solid reputation as a "deal" or "special projects guy" that

was called in by other offices for complex mergers, acquisitions, reverse

triangular mergers and public offerings, etc., was quickly enhancing this

reputation. With his significant experience working with SEC filings

(Regulation S-X and S-K, etc.) and with transaction attorneys, was

"formally" promoted into the newly-formed Financial Advisory Group (FAS)

that comprised Corporate Finance, Litigation Advisory Services, Business

Valuation, M&A and Due Diligence.

Led the audit team, and working directly with investment bankers/counsel,

was directly involved in the completion of the IPO of Winston Hotels, Inc.

Initially, met with the company's owners and explained the going-public

strategy; the REIT vs. Umbrella REIT process, timeline, and additional

complexities of hotel REIT's to comply with tax law.

Recommended lead underwriters counsel for the company. Directed all audit

team activity, creating a new consolidated company using pre-existing

financial/tax records, converting everything into SEC format. This project

continues to be one of the most successful hotel Equity REITs today.

Also stepped in to handle completely the follow-on Common Stock Offering

for First Washington Realty, Inc (1st Washington). This group of strip

shopping centers, primarily centered in the Mid-Atlantic, had done an IPO

approximately nine months earlier. Tasked to handle the deal, due to the

sudden illness of the Partner-in-Charge in Washington, DC.

Quickly building a strong working relationship with the entire 1st

Washington team (client, client's counsel, underwriter and underwriter's

counsel), aggressively dealt with the many issues that arose. Having

developed a relationship with the SEC branch chief and his assistant, was

required to make many urgent conference calls to the SEC in the middle of

this offering in order to get it done.

Advised, because of success and numerous relationships with Wall Street

and smaller investment banks (Legg Mason, Alex Brown, Freidman Billings,

Ramsey) as well as the DC real estate and securities law firms, that he

would be required to move to DC to oversee all real estate clients, public

and private in the greater Washington, DC and Baltimore areas.

Was asked to work closely with the major investment banks and law firms

to put on seminars, keeping the firm visible, ensuring that new work was

gained and retained.

SENIOR MANAGER, AUDIT/BUSINESS ASSURANCE PRACTICE

Coopers & Lybrand (now PricewaterhouseCoopers)

1991 to 1993

A leader in the start up of the Greensboro office. Directed up to 10

staff members' efforts on engagements while managing numerous simultaneous

engagements. Identified and was instrumental in bringing in the new

office's top tax executive. This executive is now the office Managing

Partner for PwC for Greensboro, Winston-Salem and High Point, managing over

85 people in a very successful practice.

Industry expertise includes, but is not limited to, manufacturing

(furniture, pharmaceuticals, textile, apparel, heavy equipment, etc.),

hotels, construction, retail, wholesale, high tech, governmental, non-

profit and real estate, including REITs in numerous property classes.

With attention to detail and ability to get the job done, became the

sought-after point person for complex transactions, including M&A, due

diligence, initial and follow on stock offerings, public companies, and

more. Worked in a number of Carolina-based locations to manage complex

deals for various clients.

Within days of joining firm, assigned to complete the acquisition of a

Triad-based heavy industrial firm by C&L international engineering /

industrial client ABB. Walking in "cold," completed a thorough due

diligence, saving an international client more than $450K in cash on a

$40+M acquisition.

Assigned to work with Health Equity Properties, Inc., a NYSE traded REIT

that was very active in public capital markets, completing more than five

public offerings and handling all SEC requirements. Assisted the President

with the subsequent sale and SEC requirements to Omega Healthcare

Investors.

Assigned to a complex biotech company, Genetic Design, Inc., a VC-backed

company, to handle all phases of this account which required audit and

consulting due to lack of in-house expertise. Led the buy-out of the

company by Genzyme, a Boston-based public company in an acquisition.

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