EX-99.1 2 dex991.htm UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Unaudited Pro Forma Combined Financial Statements

Exhibit 99.1

Noble International, Ltd.

Unaudited Pro Forma Combined Financial Statements

Overview

On August 31, 2007, Noble International, Ltd. (“Noble”) acquired the laser-welded blank business of Arcelor, S.A. (“Arcelor”), a Luxembourg corporation, pursuant to a Stock Purchase Agreement dated as of March 15, 2007 (the “Stock Purchase Agreement”). Arcelor’s laser-welded blank business includes the following entities (collectively “TBA”):

 

     Country    Ownership %

Entity

     

Arcelor Tailored Blank Genk N.V.

   Belgium    100%

Arcelor Tailored Blank Bremen GmbH

   Germany    100%

Arcelor Tailored Blank Lorraine S.A.

   France    100%

Arcelor Tailored Blank Zaragoza S.A.

   Spain    100%

Arcelor Tailored Blank Gent

   Belgium    100%

Tailor Steel America LLC

   United States    100%

Laser Welded Blanks Limited

   U.K.    100%

Arcelor Tailored Blank Senica s.r.o.

   Slovakia    100%

Equity Method Investments

     

Shanghai Baosteel & Arcelor Tailor Metal Co., Limited

   China    25%

Arcelor Neel Tailored Blank Private LTD

   India    50%

The unaudited pro forma combined financial statements show the effect of the acquisition of TBA (“Acquisition”). The Acquisition is being accounted for herein using the purchase method of accounting. Under the purchase method of accounting, the aggregate consideration paid is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values on the transaction date. Any purchase price in excess of net assets acquired is recorded as goodwill. These unaudited pro forma combined financial statements have been prepared based on preliminary estimates of fair values. The actual amounts and the allocation between net tangible and intangible assets ultimately recorded may differ materially from the information presented in these unaudited pro forma combined financial statements, including property, plant, and equipment, identifiable intangible assets and residual goodwill. The preliminary estimates of the fair values of the assets acquired and liabilities assumed reflected herein are subject to change based upon completion of the valuation of the assets acquired and liabilities assumed as of the closing date.

No account has been taken within these unaudited pro forma combined financial statements of any future changes in accounting policies or any synergies (including cost savings), all of which may or may not occur as a result of the Acquisition. In addition, the impact of ongoing integration activities and other changes in TBA’s assets and liabilities could cause material differences in the information presented.


These unaudited pro forma combined financial statements are not necessarily indicative of the consolidated results of operations or financial position of the combined company that would have been reported had the Acquisition been completed as of the dates presented, and are not necessarily representative of future consolidated results of operations or financial condition of the combined company.

These unaudited pro forma combined financial statements should be read in conjunction with (1) the historical financial statements and accompanying notes of TBA prepared in accordance with IFRS as adopted by the European Union (“EU”) included in Noble’s Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on August 2, 2007 and (2) Noble’s 2006 Annual Report on Form 10-K and Quarterly Reports on Forms 10-Q.


Noble International, Ltd.

Unaudited Pro Forma Combined Balance Sheet

Noble and TBA as of June 30, 2007

(In thousands)

 

     Historical   

Pro Forma Adjustments

(See Note 4)

   

Pro Forma

Combined

     Noble
06/30/2007
   TBA
06/30/2007
   Debit     Credit    

ASSETS

            

Current Assets:

            

Cash and cash equivalents

   $ 11,555    $ 1,368    $ —       $ —       $ 12,923

Accounts receivable, trade, net

     121,920      61,332      —         —         183,252

Inventories, net

     32,812      49,429      —         —         82,241

Unbilled customer tooling, net

     15,066      —        —         —         15,066

Prepaid expenses

     5,967      —        —         —         5,967

Deferred income taxes

     1,563      891      2,155  (j)     —         4,609

Income taxes refundable

     1,120      44      —           1,164

Other current assets

     3,280      39,769      18,163  (a)     —         61,212
                                    

Total Current Assets

     193,283      152,833      20,318       —         366,433

Property, Plant & Equipment, net

     107,485      142,424      32,738  (b)     —         282,647

Other Assets:

            

Goodwill

     75,140      2,561      33,504  (c)     (2,561 ) (c)     108,644

Other intangible assets, net

     29,472      5,128      42,312  (c)     (5,128 ) (c)     71,784

Deferred income taxes

     —        2,354      —         —         2,355

Equity method investments

     —        4,580      —         —         4,580

Other assets, net

     4,422      1,729      3,274  (d)     —         9,425
                                    

Total Other Assets

     109,034      16,352      79,090       (7,690 )     196,788
                                    

Total Assets

   $ 409,802    $ 311,609    $ 132,146     $ (7,690 )   $ 845,868
                                    

LIABILITIES & STOCKHOLDERS’ EQUITY

            

Current Liabilities:

            

Accounts payable

   $ 112,546    $ 89,909    $ —       $ —       $ 202,455

Accrued liabilities

     35,324      454      —         —         35,778

Current maturities of long-term debt

     22,369      129,059      (124,0101 ) (e)     21,019  (f)     48,437

Income taxes payable, net

     —        7,985      —         —         7,985
                                    

Total Current Liabilities

     170,239      227,407      (124,012 )     21,019       294,656

Long-Term Liabilities:

            

Long-term debt, excluding current maturities

     85,189      10,185      —    (g)     91,415  (h)     186,789

Convertible subordinated notes

     36,216      —        —         —         36,216

Note payable to Arcelor

     —        —        —         15,000  (i)     15,000

Deferred income taxes

     15,176      11,222      18,929  (j)     —         45,327

Other liabilities

     7,481      930      —         —         8,411
                                    

Total Long-Term Liabilities

     144,062      22,337      18,929       106,415       291,743

Minority Interest

     5,104      —        —         —         5,104

Stockholders’ Equity:

            

Common stock

     9      —        —         6  (k)     15

Additional paid-in capital

     57,760      —        —         163,964  (k)     221,724

Retained earnings

     28,406      61,753      (61,753 ) (l)     —         28,406

Accumulated other comprehensive income net

     4,222      112      (112 ) (l)     —         4,222
                                    

Total Stockholders’ Equity

     90,397      61,865      (61,865 )     163,970       254,367
                                    

Total Liabilities & Stockholders’ Equity

   $ 409,802    $ 311,609    $ (166,947 )   $ 291,404     $ 845,868
                                    

The accompanying notes are an integral part of these unaudited pro forma combined financial statements


Noble International, Ltd.

Unaudited Pro Forma Combined Statement of Income

For the Six Months Ended June 30, 2007

(In thousands except share under per share data)

 

     Historical              
     Noble     TBA     Pro Forma
Adjustments
(See Note 5)
   

Pro Forma

Combined

 

Net sales

   $ 342,728     $ 246,205     $ 56,896  (a)   $ 645,830  

Cost of sales

     315,129       226,104       46,338  (b)     587,571  
                                

Gross margin

     27,599       20,102       10,558       58,258  

Selling, general and administrative expenses

     15,256       14,434       230  (c)     29,920  
                                

Operating profit

     12,343       5,668       10,328       28,339  

Interest income

     159       —         —         159  

Interest expense

     (6,147 )     (2,204 )     (1,703 ) (d)     (10,053 )

Net loss on derivative instruments

     (1,751 )     —         —         (1,750 )

Loss on extinguishment of debt

     (3,285 )     —         —         (3,285 )

Other, net

     936       130       —         1,066  
                                

Earnings before income taxes and minority interest

     2,255       3,594       8,625       14,475  

Income tax expense

     129       1,970       (748 ) (e)     1,351  
                                

Earnings before minority interest

     2,126       1,624       9,373       13,124  

Minority interest

     (464 )     —         —         (464 )
                                

Net earnings

   $ 1,662     $ 1,624     $ 9,373     $ 12,660  
                                

Basic earnings per share

   $ 0.12         $ 0.54  
                    

Diluted earnings per share

   $ 0.12         $ 0.54  
                    

Basic weighted average shares outstanding

     14,132,597         9,375,000  (f)     23,507,597  (f)

Diluted weighted average share outstanding

     14,156,886         9,375,000  (f)     23,531,886  (f)

The accompanying notes are an integral part of these unaudited pro forma combined financial statements


Noble International, Ltd.

Notes to Unaudited Pro Forma Combined Financial Statements

1. Basis of Presentation

These unaudited pro forma combined financial statements present the pro forma financial position and results of operations of the combined company based upon historical financial information after giving effect to the Acquisition and adjustments described in these notes. These unaudited pro forma combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the Acquisition actually taken place at the dates indicated and do not purport to be indicative of the results that may be expected to occur in the future.

The unaudited pro forma balance sheet combines the historical balance sheets of Noble and TBA each as of June 30, 2007 to reflect the Acquisition as if it had been consummated on June 30, 2007. The pro forma statement of income combines Noble’s unaudited historical statement of income with TBA’s unaudited historical statement of income for the six months ended June 30, 2007, as if the Acquisition had been consummated on January 1, 2007.

The unaudited pro forma combined statement of income includes the effect of a contract manufacturing agreement and a transition services agreement signed by Noble and Arcelor. The contract manufacturing agreement relates to the laser-welded blank and other production at two TBA facilities in Liege, Belgium and Eisenhuttenstadt, Germany.

2. Reconciliation of TBA Financial Statements from IFRS to U.S. GAAP

The TBA unaudited historical financial statements for the six months ended June 30, 2007 were prepared in accordance with IFRS as adopted by the EU and are denominated in Euros. An exchange rate of $1.3474 / € has been used to translate the TBA historical balance sheet as of June 30, 2007 from Euros to U.S. dollars. An exchange rate of $1.3287 / € has been used to translate the TBA historical statement of income for the six months ended June 30, 2007 from Euros to U.S. dollars. In addition, certain adjustments were made to the TBA unaudited historical financial statements prepared in accordance with IFRS to comply with U.S. GAAP including classifications in the statement of income.


3. Pro Forma Transaction

Noble acquired TBA to expand the global reach of its business much faster and at a lower cost than through internal growth, to add a seasoned international management team to help it manage and promote its global growth, to diversify its customer base, to partner with Arcelor on research and product development, and to become the world’s largest provider of laser-welded blanks. For these strategic considerations, if the Acquisition would have been consummated on June 30, 2007, Noble would have recognized $33.5 million of goodwill based upon June 30, 2007 TBA unaudited financial statements.

If the deal would have been consummated on June 30, 2007, Noble would have paid an aggregate net purchase price of $285.2 million for TBA. The components of purchase price are as follows (in thousands):

 

9.375 million shares of Noble common stock valued at $17.49 per share

   $ 163,970  

Cash paid at closing

     103,960  

Five-year, 6% note payable to Arcelor

     15,000  

Assumption of capital lease liabilities

     15,234  

Deal costs

     5,200  

Post closing purchase price adjustments

     (18,163 )
        
   $ 285,201  
        

The components of the post closing purchase price adjustments are as follows (in thousands):

 

Net working capital adjustment (1)

   $ (24,884 )

Net income tax payable adjustment (2)

     (7,940 )

Capital lease obligation adjustment (3)

     (2,944 )

Net VAT receivable adjustment (4)

     16,238  

Cash adjustment (5)

     1,368  
        
   $ (18,163 )
        

(1) Pursuant to a Working Capital Adjustment Agreement entered into by Arcelor and Noble (the “Working Capital Adjustment Agreement”), Arcelor is required to deliver €36.8 million of net working capital at closing. If actual net working capital at closing is less than the required net working capital, Arcelor would pay the difference to Noble. If actual net working capital at closing is greater than the required net working capital, Noble would pay the difference to Arcelor. The amount paid would be based upon closing financial statements delivered by Arcelor sixty days after closing. At June 30, 2007, there was €18.3 million of net working capital. Accordingly, if the transaction would have closed at June 30, 2007, Arcelor would have been required to pay Noble €18.5 million or $24.9 million (at an exchange rate of $1.3474 / €) as a purchase price adjustment.


(2) Pursuant to the Working Capital Adjustment Agreement, Arcelor is required to reimburse Noble for any accrued net income tax payable based upon closing financial statements. At June 30, 2007, TBA had recorded $7.9 million in net income tax payable.
(3) Pursuant to the Working Capital Adjustment Agreement, Noble is assuming $12.3 million of capital lease obligations from Arcelor. Based upon the closing financial statements, if actual capital lease obligations are greater than $12.3 million, Arcelor would pay the difference to Noble. If actual capital lease obligations are less than $12.3 million, Noble would pay the difference to Arcelor. At June 30, 2007, TBA had recorded $15.2 million of capital lease obligations. Accordingly, if the transaction would have closed on June 30, 2007, Arcelor would be required to pay Noble $2.9 million.
(4) Pursuant to the Stock Purchase Agreement, Noble is required to reimburse Arcelor for any net VAT receivable included in the closing financial statements. At June 30, 2007, there were $16.2 million of net VAT receivables. Accordingly, if the transaction would have closed on June 30, 2007, Noble would be required to pay Arcelor $16.2 million.
(5) Pursuant to the Stock Purchase Agreement, Noble is required to reimburse Arcelor for any cash and cash equivalents included in the closing financial statements. At June 30, 2007, TBA had recorded $1.4 million of cash and cash equivalents. Accordingly, if the transaction would have closed on June 30, 2007, Noble would be required to pay Arcelor $1.4 million.

The $17.49 per share valuation for Noble common stock is based upon the average closing price for the period from March 13, 2007 to March 19, 2007, around the date of the signing of the Stock Purchase Agreement. Noble financed the cash portion of the purchase price through a bank credit facility in Europe. This bank credit facility includes a five-year term loan with a variable interest rate of Euribor plus 1.5% (approximately 5.8% at June 30, 2007).

The preliminary purchase price allocation based upon the June 30, 2007 TBA balance sheet is as follows (in thousands):

 

Property, plant, and equipment

   $ 175,163  

Goodwill

     33,504  

Intangible assets

     42,312  

Current assets

     154,989  

Other assets

     8,662  

Current liabilities

     (98,348 )

Long-term liabilities

     (31,081 )
        
   $ 285,201  
        

The purchase consideration is preliminarily allocated to the assets acquired and liabilities assumed in the unaudited pro forma combined balance sheet based upon management’s preliminary analysis and estimates of fair values. The fair value of property, plant, and equipment is based upon a preliminary estimate of fair value which is $32.7 million greater than the book value included in the TBA unaudited balance sheet at June 30, 2007. Approximately, $20.0 million of this difference relates to buildings depreciated over 36 years. The useful lives of property, plant and equipment are estimated to range from 7 to 36 years for buildings and industrial installations and from 2 to 5 years for other property, plant and equipment.


Purchase price in excess of tangible net assets is preliminarily allocated $42.3 million to intangible assets and $33.5 million to goodwill. The $42.3 million preliminarily allocated to intangible assets is comprised of the value of customer contracts acquired. The preliminary estimates of the fair values of the assets acquired and liabilities assumed reflected herein are subject to change based upon completion of a valuation analysis.


4. Pro Forma Adjustments for the Unaudited Pro Forma Combined Balance Sheet for Noble and TBA as of June 30, 2007

Adjustments to TBA’s balance sheet as of June 30, 2007 in the unaudited pro forma combined balance sheet are as follows:

 

  (a) Adjustment accounts for post closing purchase price adjustments as follows (in thousands):

 

Net working capital adjustment (1)

   $ (24,884 )

Net income tax payable adjustment (2)

     (7,940 )

Capital lease obligation adjustment (3)

     (2,944 )

Net VAT receivable adjustment (4)

     16,238  

Cash adjustment (5)

     1,368  
        
   $ (18,163 )
        

(1) Pursuant to the Working Capital Adjustment Agreement, Arcelor is required to deliver €36.8 million of net working capital at closing. If actual net working capital at closing is less than the required net working capital, Arcelor would pay the difference to Noble. If actual net working capital at closing is greater than the required net working capital, Noble would pay the difference to Arcelor. The amount paid would be based upon closing financial statements delivered by Arcelor sixty days after closing. At June 30, 2007, there was €18.3 million of net working capital. Accordingly, if the transaction would have closed at June 30, 2007, Arcelor would have been required to pay Noble €18.5 million or $24.9 million (at an exchange rate of $1.3474 / €) as a purchase price adjustment.
(2) Pursuant to the Working Capital Adjustment Agreement, Arcelor is required to reimburse Noble for any accrued net income tax payable based upon closing financial statements. At June 30, 2007, TBA had recorded $7.9 million in net income tax payable.
(3) Pursuant to the Working Capital Adjustment Agreement, Noble is assuming $12.3 million of capital lease obligations from Arcelor. Based upon the closing financial statements, if actual capital lease obligations are greater than $12.3 million, Arcelor would pay the difference to Noble. If actual capital lease obligations are less than $12.3 million, Noble would pay the difference to Arcelor. At June 30, 2007, TBA had recorded $15.2 million of capital lease obligations. Accordingly, if the transaction would have closed on June 30, 2007, Arcelor would be required to pay Noble $2.9 million.
(4) Pursuant to the Stock Purchase Agreement, Noble is required to reimburse Arcelor for any net VAT receivable included in the closing financial statements. At June 30, 2007, there were $16.2 million of net VAT receivables. Accordingly, if the transaction would have closed on June 30, 2007, Noble would be required to pay Arcelor $16.2 million.
(5) Pursuant to the Stock Purchase Agreement, Noble is required to reimburse Arcelor for any cash and cash equivalents included in the closing financial statements. At June 30, 2007, TBA had recorded $1.4 million of cash and cash equivalents. Accordingly, if the transaction would have closed on June 30, 2007, Noble would be required to pay Arcelor $1.4 million.


  (b) The net book value of TBA property, plant and equipment per the June 30, 2007 unaudited financial statements was $142.5 million. Based upon a preliminary valuation, the fair value of property, plant and equipment at June 30, 2007 was estimated to be $175.2 million. Accordingly, an adjustment of $32.7 million is included in the unaudited pro forma combined balance sheet. Approximately $20.0 million of this adjustment relates to buildings depreciated over 36 years.

 

  (c) Purchase price in excess of tangible net assets is preliminarily allocated $42.3 million to intangible assets and $33.5 million to goodwill. The $42.3 million preliminarily allocated to intangible assets is comprised of customer contracts acquired. This allocation is subject to material change based upon the results of a final fair value analysis. $2.6 million and $5.1 million of goodwill and intangible assets, respectively, at TBA at June 30, 2007 are assumed to be eliminated in purchase accounting.

 

  (d) Adjustment represents debt issuance costs including a commitment fee paid at closing. Debt issuance costs are pursuant to financing received from a European bank to finance the Acquisition with a €118.0 million ($159.0 million) credit facility with a 1.5% commitment fee. The credit facility is comprised of a €78.0 million term loan and a €40.0 million revolving line of credit. The interest rate on each facility is Euribor plus 150 basis points (approximately 5.8% at June 30, 2007). The term loan will amortize in equal annual installments over five years.

 

  (e) Adjustment eliminates $124.0 million of current maturities of long-term debt at TBA at June 30, 2007. This debt was not assumed by Noble pursuant to the Stock Purchase Agreement. This debt primarily relates to intra-company amounts owed to Arcelor. Of the $129.1 million in current maturities of long-term debt at TBA at June 30, 2007, $5.1 million is for the current portion of capital lease liabilities. These capital lease liabilities were assumed by Noble.

 

  (f) Adjustment relates to current maturities of the term loan required to finance the Acquisition. Based upon a five-year term, the current maturity of the €78.0 million ($105.1 million) term loan is €15.6 million ($21.0 million).

 

  (g) The $10.2 million in long-term debt for TBA at June 30, 2007 is entirely for the long-term portion of capital lease liabilities. These capital lease liabilities were assumed by Noble.


  (h) Adjustment represents the long-term portion of the term loan ($84.0 million) and $7.4 million outstanding on the revolving line of credit at closing to finance the cash portion of the Acquisition, deal costs, and debt issuance costs. The current maturities of the term loan are $21.0 million and the long-term portion of the term loan is $84.0 million with future maturities as follows:

 

2008

   $ 21.0 million

2009

     21.0 million

2010

     21.0 million

2011

     21.0 million

2012

     21.0 million

 

  (i) Represents the $15.0 million five-year, 6% note payable to Arcelor pursuant to the Stock Purchase Agreement. The $15.0 million is payable five years after the date of the Acquisition.

 

  (j) Adjustments represent estimated deferred tax assets and liabilities to be recognized pursuant to purchase accounting. The adjustment for deferred tax liabilities is primarily for book-tax differences related to the basis of fixed assets.

 

  (k) Adjustments represent the value of 9.375 million shares issued pursuant to the Stock Purchase Agreement assuming a fair value of $17.49 per share. The $0.006 million allocated to common stock represents $0.00067 par value for each share issued. The remainder of the value of shares issued is allocated to additional paid-in capital.

 

  (l) Adjustment eliminates equity included in TBA’s balance sheet at June 30, 2007.

5. Pro Forma Adjustments for Unaudited Pro Forma Combined Statement of Income for Noble and TBA for the Six Months Ended June 30, 2007

Adjustments included in the unaudited pro forma statement of income for TBA’s results of operations for the six months ended June 30, 2007 to give effect to the Acquisition as if it occurred on January 1, 2007 are as follows:

 

  (a)

Contract manufacturing agreement ($56.9 million increase): Noble and Arcelor have signed a contract manufacturing agreement related to the laser-welded blank and other production at two TBA facilities in Liege, Belgium and Eisenhuttenstadt, Germany that Arcelor will continue to own after the Acquisition. Pursuant to the terms of this agreement, Noble will purchase from Arcelor substantially all of the output from these two facilities at a cost based upon the formula disclosed in Schedule A to the contract manufacturing agreement. Noble will sell the output from these two facilities at sales prices comparable to what Arcelor formerly sold to customers of these two facilities. Accordingly, based upon internal 2007 unaudited financial statements from these two facilities, it is estimated that Noble would have recognized net sales of $56.9 million for the six months ended June 30, 2007 (pending Noble’s final evaluation of the accounting treatment for this agreement).


 

This adjustment is factually supportable based upon the signed contract manufacturing agreement in conjunction with the unaudited financial statements for the two facilities.

 

  (b) Contract manufacturing agreement ($50.7 million increase): Pursuant to the contract manufacturing agreement described in (a), based upon internal 2007 unaudited financial statements from the two facilities, it is estimated that Noble would have recognized cost of sales of $50.7 million for the six months ended June 30, 2007 (pending Noble’s final evaluation of the accounting treatment for this agreement). This adjustment is factually supportable based upon the signed contract manufacturing agreement in conjunction with the unaudited financial statements for the two facilities.

Depreciation ($4.4 million decrease): A preliminary fair value estimate of TBA property, plant and equipment has been completed including estimates of useful lives. Based upon these estimates, TBA depreciation expense would have been approximately $11.3 million for the six months ended June 30, 2007. Depreciation expense of $15.7 million was included in the TBA unaudited financial statements for the six months ended June 30, 2007. Accordingly, an adjustment of $4.4 million is included in the unaudited pro forma combined statement of income for the six months ended June 30, 2007.

 

  (c) Amortization of intangible assets ($1.1 million net increase): Adjustment includes estimated amortization of identifiable intangible assets ($1.4 million) based upon the amount ($42.3 million) included in the pro forma combined balance sheet at June 30, 2007. It is assumed that intangible assets will be amortized on a straight-line basis over a 15 year period. The final fair value analysis of identifiable intangible assets could have a material effect on the amount of amortization included in this pro forma combined statement of income. Adjustment includes the elimination of $0.3 million of amortization expense related to intangible assets recognized by TBA in its unaudited income statement for the six months ended June 30, 2007.

Transition services agreement and steel supply and services agreement ($0.9 million net decrease): $2.8 million of shared services expense from Arcelor is included in the TBA unaudited statement of income for the six months ended June 30, 2007. Pursuant to a transition services agreement and steel supply and services agreement signed by Noble and Arcelor, Arcelor will charge Noble for certain services that Arcelor will continue to provide. It is approximated that Arcelor would have charged Noble $1.9 million for these services in the six months ended June 30, 2007.

 

  (d) Adjustment includes elimination of $2.2 million of interest expense incurred by TBA pursuant primarily to intra-company debt to Arcelor. Pursuant to the Stock Purchase Agreement, Noble is not assuming this intra-company debt. In addition, adjustment includes a ($3.9) million estimate of interest expense related to the assumed capital lease obligations at 5.0%, the $15.0 million five-year note payable to Arcelor at 6.0%, and bank debt incurred pursuant to the Acquisition at Euribor plus 150 basis points (approximately 5.8%).


  (e) Adjustment imputes a 10% estimated average tax rate for TBA including historical earnings before income taxes and the impact of adjustments.

 

  (f) The increase in basic and diluted shares outstanding is due to the issuance of 9.375 million shares pursuant to the Stock Purchase Agreement.