ZCL COMPOSITES INC. FORM 51-102F4 BUSINESS ACQUISITION REPORT

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ZCL COMPOSITES INC. FORM 51-102F4 BUSINESS ACQUISITION REPORT Powered By Docstoc
					                                    ZCL COMPOSITES INC.

                                         FORM 51-102F4

                               BUSINESS ACQUISITION REPORT

      Identity of Company

1.1   Name and Address of Company

      ZCL Composites Inc.
      6907 – 36 Street
      Edmonton, AB T6B 2Z6

1.2   Executive Officer

      Venence G. Côté, President and Chief Executive Officer of ZCL Composites Inc., is
      knowledgeable about the significant acquisition and this Report and may be reached at (780) 466-
      6648.

      Details of Acquisition

2.1   Nature of Business Acquired

      ZCL Composites Inc. ("ZCL"), Rodney P. Burwell Revocable Trust, Burwell Family Holdings
      LLP and Albert F. Dorris entered into a share purchase agreement dated January 19, 2007, as
      amended, providing for the acquisition of all of the issued and outstanding capital stock of
      XAHC, Inc. (the "Acquisition"). The Acquisition was completed on February 22, 2007.

      XAHC, Inc. ("XAHC") is a corporation subsisting pursuant to the laws of the State of Minnesota
      in the United States. XAHC has one material subsidiary, Xerxes Corporation ("Xerxes"),
      subsisting pursuant to the laws of the State of Delaware in the United States. Xerxes is involved
      in the design, manufacture and marketing of fibreglass reinforced plastic ("FRP") structural
      products for the petroleum, chemical, water and wastewater industries with over 260 employee
      operating from 5 principal locations in Minnesota, California, Texas, Maryland and Iowa.

2.2   Date of Acquisition

      The date of the Acquisition for accounting purposes was February 22, 2007.

2.3   Consideration

      Pursuant to the Acquisition, ZCL acquired all of the issued and outstanding capital stock of
      XAHC, after adjustments, for USD $39.2 million (CDN $46.1 million based on hedged exchange
      rates), and remains subject to additional post closing adjustments, including adjustments for
      working capital and vendor indemnities, paid in cash.

      The Acquisition was funded primarily from the net proceeds received by ZCL from a "bought
      deal" private placement offering (the "Offering") of subscription receipts completed on February
      13, 2007 and the balance funded with commercial credit facilities.
                                                  -2-

      The Offering consisted of the private placement, pursuant to exemptions from prospectus and
      registration requirements of 4,000,000 subscription receipts at a price of CDN $10.00 per
      subscription receipt, which resulted in gross proceeds of CDN $40,000,000 received in escrow on
      February 13, 2007.

      As a result of the closing of the Acquisition, the net proceeds of the Offering were released to
      ZCL, each holder of subscription receipts was issued one common share of ZCL for every one
      subscription receipt held, without the payment of any additional consideration or any further
      action by such holders.

2.4   Effect on Financial Position

      The Acquisition is consistent with ZCL's focus on acquiring complementary or competitive
      businesses with attractive margins and strong growth prospects that will increase its ability to
      deliver its full spectrum of products to customers in the United States and adds complementary
      product lines to ZCL's current portfolio of products.

2.5   Prior Valuations

      Not applicable.

2.6   Parties to Transaction

      The Acquisition did not involve an informed person, associate or affiliate of ZCL.

2.7   Date of Report

      May 4, 2007

      Financial Statements

      The audited comparative consolidated financial statements and notes thereto of XAHC for the
      years ended December 31, 2006 and 2005, together with the report of the auditors are attached as
      Schedule "A" to this Report, including a reconciliation of the consolidated financial statements of
      XAHC for the year ended December 31, 2006 to Canadian generally accepted accounting
      principles.

      The unaudited pro forma consolidated financial statements of ZCL after giving effect to the
      Acquisition, including a pro forma balance sheet as at December 31, 2006, and a pro forma
      consolidated statement of income for the year ended December 31, 2006 (including a
      reconciliation of such statements to Canadian generally accepted accounting principles), are
      attached as Schedule "B" to this Report.

      Caution Regarding Forward-Looking Information

      This material change report contains forward-looking statements within the meaning of securities
      laws. Forward-looking information is often, but not always, identified by the use of words such
      as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "may", "will",
      "should", "could", "estimate", "predict" or similar words suggesting future outcomes or language
      suggesting an outlook. Forward-looking statements in this material change report include, but are
      not limited to, statements with respect to: benefits of the Acquisition, synergies, business strategy
                                           -3-

and strengths, acquisition criteria, capital expenditures, exchange rates, development plans and
programs, tax effect and treatment.

Forward-looking statements and information are based on current beliefs as well as assumptions
made by and information currently available to ZCL concerning anticipated financial
performance, business prospects, strategies and regulatory developments. Although management
considers these assumptions to be reasonable based on information currently available to it, they
may prove to be incorrect.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both
general and specific, and risks that predictions, forecasts, projections and other forward-looking
statements will not be achieved. We caution readers not to place undue reliance on these
statements as a number of important factors could cause the actual results to differ materially
from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions
expressed in such forward-looking statements. These factors include, but are not limited to: the
incorrect assessments of value when making acquisitions; increases in debt service charges; the
loss of key personnel; fluctuations in foreign currency and exchange rates; inadequate insurance
coverage; compliance with environmental laws and regulations; changes in tax laws; and ZCL's
ability to access external sources of debt and equity capital. Further information regarding these
factors may be found under the heading "Business Risks" in our management's discussion and
analysis for the year ended December 31, 2006 and under "Risk Factors" in our Annual
Information Form dated March 20, 2007 and in other recent filings with the Canadian securities
regulatory authorities.

The foregoing list of factors that may affect future results is not exhaustive. When relying on our
forward-looking statements to make decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking
statements contained in this business acquisition report are made as of the date of this business
acquisition report and ZCL does not undertake any obligation to up-date publicly or to revise any
of the included forward-looking statements, whether as a result of new information, future events
or otherwise. The forward-looking statements contained in this business acquisition report are
expressly qualified by this cautionary statement.
                SCHEDULE "A"

Audited Consolidated Financial Statements of XAHC
                     SCHEDULE "B"

Unaudited Pro-Forma Consolidated Financial Statements of ZCL
Unaudited Pro Forma Consolidated Financial Statements

ZCL Composites Inc.
December 31, 2006
                                  ZCL Composites Inc.
                     Unaudited Pro Forma Consolidated Balance Sheet
                                   December 31, 2006



                                                                   Xerxes          Pro Forma    Note     Pro Forma
(in thousands of Canadian dollars)              ZCL               (note 2a)       Adjustments    4a        Total

ASSETS
Current
Cash                                            7,802                  232              —                   8,034
Accounts receivable                             6,587                8,051              —                  14,638
Inventories                                    10,807                8,455             670      (i)        19,932
Prepaid expenses                                  142                  493              —                     635
Future tax assets                                  11                  863            (706)     (vii)         168
                                               25,349               18,094             (36)                43,407
Property, plant and equipment                  10,588                3,647           2,299      (ii)       16,534
Deferred costs                                  1,050                   —               74      (iii)       1,124
Intangible assets                                 687                   —           11,716      (iv)       12,403
Goodwill                                        1,991                   —           27,480      (v)        29,471
Future tax asset                                   —                   147             481      (vii)         628
Other assets                                      854                  503              —                   1,357
                                               40,519               22,391          42,014                104,924


LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities 5,329                       8,783            (549)     (vi)       13,563
Income tax payable                       1,398                         219              —                   1,617
Current portion of long term debt           —                        2,870              —                   2,870
Future tax liabilities                     180                         715            (681)     (vii)         214
                                         6,907                      12,587          (1,230)                18,264
Government grants                          136                          —               —                     136
Future tax liabilities                   1,228                          —            5,814      (vii)       7,042
Other liabilities                           —                          144              —                     144
Long term debt                              —                           —            8,905      (viii)      8,905
                                         8,271                      12,731          13,489                 34,491

Shareholders' equity
Share capital                                  23,135                    1          38,184      (viii &ix) 61,320
Contributed surplus                               452                   —               —                     452
Retained earnings                               8,661                9,659          (9,659)     (ix)        8,661
                                               32,248                9,660          28,525                 70,433
                                               40,519               22,391          42,014                104,924

See accompanying notes to unaudited pro forma consolidated financial statements
                                 ZCL Composites Inc.
                Unaudited Pro Forma Consolidated Statement of Income
                        For the Year Ended December 31, 2006


 (in thousands of Canadian dollars,                ZCL             Xerxes          Pro Forma    Note    Pro Forma
except for per share data)                       (note 2b)        (note 2c)       Adjustments    4b        Total

Revenue                                           55,060            62,592               —               117,652
Manufacturing and selling costs                   42,321            51,319              650     (i)       94,290
                                                  12,739            11,273             (650)              23,362
Amortization                                       1,655               564            1,853     (ii)       4,072
General and administration                         3,146             4,148               —                 7,294
Financing charges                                     47               297              594     (iii)        938
Other expenses                                        —                425               —                   425
Income before income taxes                         7,891             5,839           (3,097)              10,633

Income taxes
Current                                            2,864             1,957             (190)    (iv)       4,631
Future                                              (324)              300           (1,001)    (iv)      (1,025)
                                                   2,540             2,257           (1,191)               3,606

Net income from continuing operations              5,351             3,582           (1,906)               7,027
Net income (loss) from discontinued operations       319               (30)              —                   289
Net income                                         5,670             3,552           (1,906)               7,316

Basic earnings per share (note 5)
Net income from continuing operations              $0.25                                                   $0.28
Net income from discontinued operations            $0.02                                                   $0.01
Net income                                         $0.27                                                   $0.29

Diluted earnings per share (note 5)
Net income from continuing operations              $0.24                                                   $0.27
Net income from discontinued operations            $0.01                                                   $0.01
Net income                                         $0.25                                                   $0.28

See accompanying notes to unaudited pro forma consolidated financial statements
                                       ZCL Composites Inc.
                  Notes to Unaudited Pro Forma Consolidated Financial Statements
                              For the Year Ended December 31, 2006


1. Description of Transactions

On February 22, 2007, ZCL Composites Inc. (“ZCL” or the “Company”) completed the purchase of 100% of
the shares of XAHC Inc. (“XAHC”), the sole shareholder of Xerxes Corporation (collectively “Xerxes”) for
cash of USD $39.6 million (CDN $46.3 million) subject to certain post-closing adjustments including
adjustments for working capital and vendor indemnities. The purchase of the XAHC shares (the “Acquisition”)
was funded from the net proceeds received from the Company’s private placement offering and the commercial
debt financing referred to below (collectively the “Financings”).

XAHC was a privately held company based in the United States. Xerxes is involved in the design, manufacture
and marketing of fibreglass reinforced plastic (“FRP”) structural products for the petroleum, chemical, water
and wastewater industries with over 270 employees operating from five principal locations in Minnesota,
California, Texas, Maryland and Iowa.

On January 16, 2007, the Company entered into a term loan agreement with a commercial bank allowing for a
maximum limit of $20.0 million, bearing interest at an annualized rate of bank prime plus .25%, to be used to
fund a portion of the acquisition. The term loan contains certain restrictive covenants including the
maintenance of certain financial ratios and limitations on capital expenditures and additional debt.

On February 13, 2007 the Company completed a "bought deal" private placement of subscription receipts with a
syndicate of underwriters whereby the underwriters purchased as principals 4,000,000 subscription receipts at a
price of $10.00 per subscription receipt for total gross proceeds of $40.0 million (net proceeds of $37.4 million
after deducting expenses of the offering). Each holder of subscription receipts automatically acquired one
common share of the Company (4,000,000 shares issued) in exchange for every one subscription receipt held
without the payment of any additional consideration upon closing of the Acquisition. The issued shares are
subject to trading restrictions for a four-month period subsequent to issuance.

2. Basis of Presentation

The accompanying unaudited pro forma consolidated financial statements (the “Statements”) give effect to the
Acquisition and the Financings as if they had occurred as at:

•     December 31, 2006 for purposes of the unaudited pro forma consolidated balance sheet; and
•     January 1, 2006 for the purposes of the unaudited pro forma consolidated statement of income for the year
      ended December 31, 2006.

The Statements have been prepared by management in accordance with Canadian generally accepted accounting
principles (“GAAP”). The accounting policies used in the preparation of the Statements are consistent with
those used by ZCL in the preparation of the ZCL consolidated financial statements for the year ended December
31, 2006 available on www.SEDAR.com.

The Statements have been prepared using the following information and should be read in conjunction with the
financial statements listed below:

    • Audited consolidated financial statements of ZCL as at and for the nine months ended December 31, 2006;
    • Audited consolidated statements for XAHC for the year ended December 31, 2006; and
    • Such other supplementary information that was considered necessary to reflect the Acquisition and the
      Financings in the Statements.

The Statements do not reflect possible synergies or changes to historical transactions that may have resulted had
the Acquisition and Financings actually occurred on the dates indicated. Furthermore, the Statements are not
necessarily indicative of the results of operations or the financial position that would have resulted had the
Acquisition and Financings actually occurred on the dates indicated, or the results that may be obtained in the
future.
                               ZCL Composites Inc.
              Notes to the Unaudited Pro Forma Financial Statements
                      For the Year Ended December 31, 2006

2. Basis of Presentation (continued)

a) Conversion of Xerxes Historical Balance Sheet Data to Canadian Dollars

The audited consolidated balance sheet of XAHC Inc. as at December 31, 2006 is reported in US dollars and is
prepared using US GAAP. Presented below is a schedule that reflects the reclassification of amounts to conform
to ZCL’s presentation and to translate the financial position of Xerxes at December 31, 2006 into Canadian
dollars. Xerxes balance sheet data was translated from US to Canadian dollars at the December 31, 2006
exchange rate of 1.1664.

As at December 31, 2006
                                        XAHC Inc.      Adjustments       USD            XAHC Inc.
(in thousands of dollars)                 USD             USD           Subtotal          CDN

ASSETS
Current
Cash                                       1,325         (1,126)*          199              232
Accounts receivable                        6,902             —           6,902            8,051
Inventories                                5,717          1,532**        7,249            8,455
Prepaid expenses                             423             —             423              493
Future tax assets                            740             —             740              863
                                          15,107            406         15,513           18,094
Property, plant and equipment              3,127             —           3,127            3,647
Future tax assets                            126             —             126              147
Other assets                                 431             —             431              503
                                          18,791            406         19,197           22,391
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable                   2,321                  5,209*         7,530            8,783
Income tax payable                    —                     188*           188              219
Cash overdrafts                    1,126                 (1,126)*           —                —
Accrued expenses                   5,397                 (5,397)*           —                —
Future tax liability                  —                     613**          613              715
Current portion of long term debt  2,461                     —           2,461            2,870
                                  11,305                   (513)        10,792           12,587
Due to shareholder                    52                    (52)*           —                —
Other liabilities                     71                     52*           123              144
                                  11,428                   (513)        10,915           12,731


Shareholders' equity
Share capital                                  1             —               1                1
Retained earnings                          7,362            919**        8,281            9,659
                                           7,363            919          8,282            9,660
                                          18,791            406         19,197           22,391

*Reclassification adjustments to align with ZCL presentation.

** Reverse LIFO adjustment to inventory to conform accounting policies to Canadian GAAP.
                                ZCL Composites Inc.
               Notes to the Unaudited Pro Forma Financial Statements
                       For the Year Ended December 31, 2006

2. Basis of Presentation (continued)

b) Supplementary Income Statement Data for ZCL

Following the Company’s March 31, 2006 year end, ZCL changed its year end from March 31 to December 31
resulting in a transition nine-month fiscal period beginning April 1, 2006 and ending December 31, 2006.
Audited financial statements for this period are included in the Company’s annual report which can be found at
www.sedar.com. In order to present the unaudited pro forma statement of income for a full twelve month
period ended December 31, 2006, unaudited operating results for the quarter ended March 31, 2006 have been
added to the nine month period ended December 31, 2006 as noted below:

(in thousands of Canadian dollars,           Nine months      Three months    Twelve months
     except for earning per share data)     December 2006      March 2006     December 2006

Revenue                                         41,399           13,661            55,060
Manufacturing and selling costs                 31,676           10,645            42,321
                                                 9,723            3,016            12,739
Amortization                                     1,269              386             1,655
General and administration                       2,499              647             3,146
Financing charges                                   —                47                47
Income before income taxes                       5,955            1,936             7,891

Income taxes
Current                                          2,177              687             2,864
Future                                            (278)             (46)             (324)
                                                 1,899              641             2,540

Net income from continuing operations            4,056             1,295            5,351
Net income from discontinued operations             —                319              319
Net income                                       4,056             1,614            5,670

Basic earnings per share
Net income from continuing operations            $0.19            $0.06             $0.25
Net income from discontinued operations             —             $0.02             $0.02
Net income                                       $0.19            $0.08             $0.27

Diluted earnings per share
Net income from continuing operations            $0.18            $0.06             $0.24
Net income from discontinued operations             —             $0.01             $0.01
Net income                                       $0.18            $0.07             $0.25
                                 ZCL Composites Inc.
                Notes to the Unaudited Pro Forma Financial Statements
                        For the Year Ended December 31, 2006

2. Basis of Presentation (continued)

c)   Conversion of Xerxes Historical Income Statement Data to Canadian Dollars

The audited consolidated income statement of XAHC Inc. for the year ended December 31, 2006 is reported in
US dollars and is presented using US GAAP. Presented below is a schedule that reflects the reclassification of
amounts to conform to ZCL’s presentation and to translate the income statement data of Xerxes for the year
ended December 31, 2006 into Canadian dollars. Xerxes income statement data was translated from US to
Canadian dollars at the average US exchange rate for the year of 1.13461.

For the year ended December 31, 2006

                                        XAHC Inc.     Adjustments         USD           XAHC Inc.
(in thousands of dollars)                 USD            USD             Subtotal         CDN

Revenue                                  51,566           3,600           55,166          62,592
Cost of sales                            38,015           7,215*          45,230          51,319
                                         13,551          (3,615)           9,936          11,273
Amortization                                 —              497              497             564
Selling, general and administration       7,894          (4,238)           3,656           4,148
Forgiveness of intercompany debt            289            (289)              —               —
Financing charges                           262              —               262             297
Loss on LLC investment                      375            (375)              —               —
Other expenses                               —              375              375             425
Income before income taxes                4,731             415            5,146           5,839

Income taxes
Current                                   1,675              50*           1,725           1,957
Future                                      264              —               264             300
                                          1,939              50            1,989           2,257

Net income from continuing operations     2,792             365            3,157           3,582
Income from discontinued operation          263            (289)             (26)            (30)
Net income                                3,055              76            3,131           3,552

*Reduced by $126,000 to eliminate the effect of the LIFO reserve on 2006 and align with Canadian GAAP. The
adjustment includes the tax effect at 40%.
                                    ZCL Composites Inc.
                   Notes to the Unaudited Pro Forma Financial Statements
                           For the Year Ended December 31, 2006

3. Accounting for the Acquisition

The Acquisition is accounted for using the purchase method of accounting. The total cash consideration for the
Acquisition of $39.6 million USD is comprised of share purchase consideration of $39.2 million plus estimated
transaction costs of $0.4 million. The purchase price is allocated to the acquired assets and assumed liabilities
based on the estimated fair values at the date of the acquisition, i.e. February 22, 2007, after considering the
preliminary fair value report provided by external valuators.

In the preparation of these pro forma consolidated financial statements, the purchase consideration has been
allocated on a preliminary basis to the fair value of assets acquired and liabilities assumed based on
management’s best estimates and taking into account all relevant information available at the time these
Statements were prepared. The Company expects that the actual amounts for each of the fair values of the assets
and liabilities acquired will vary from the pro forma amounts and that such variations could be material.

The estimated fair value of the assets acquired and liabilities assumed based on the information available at the
date of the preparation of these Statements are as follows:

(in thousands of dollars, CDN)                                                                       $

Cash, net of bank indebtedness                                                                      232
Non-cash working capital                                                                          6,276
Property, plant and equipment                                                                     5,946
Other long term assets                                                                              503
Intangible assets:
  Non-contractual customer relationships                                                          6,759
  Customer order backlog                                                                            350
  Brand                                                                                           3,548
  Air permits                                                                                       357
  International licenses                                                                            702
Future tax liabilities                                                                           (5,848)
Goodwill                                                                                         27,480
Net assets acquired                                                                              46,305

4. Pro forma Assumptions and Adjustments

a)          The unaudited pro forma consolidated balance sheet as at December 31, 2006 incorporates the following
            adjustments:

       i.       Finished goods inventory is increased by $670,000 to reflect the estimated selling price less disposal
                and selling costs.

      ii.       The carrying value of property, plant and equipment is increased by $2,299,000 to reflect the
                estimated fair value of the underlying assets.

     iii.       The estimated financing costs related to the term loan agreement of $74,000 are deferred and are
                amortized over the term of the loan.

     iv.        The fair market value of the intangible assets acquired is estimated to be $11,716,000 based on a
                preliminary fair value report prepared by external valuators.

      v.        As indicated in note 3, goodwill of $27,480,000 is estimated based on the estimated fair value of the
                assets acquired and liabilities assumed and the purchase consideration paid of $46,305,000.
                                    ZCL Composites Inc.
                   Notes to the Unaudited Pro Forma Financial Statements
                           For the Year Ended December 31, 2006

4. Pro forma Assumptions and Adjustments (continued)

       vi.      Adjustments of $623,000 to Xerxes provisions at December 31, 2006 have been made to align
                Xerxes’ accounts with ZCL’s policies. In addition, $74,000 has been accrued to record deferred
                financing costs incurred by ZCL in respect of the term loan agreement.

      vii.      Future tax assets and liabilities have been adjusted by an aggregate of $6,094,000 to reflect the
                estimated net future tax liability arising from the fair value adjustments made to acquired assets and
                liabilities. In addition, future tax assets have been increased by $785,000 for the tax benefit of the
                share financing costs described in note 4a)viii. Future taxes have been estimated using a tax rate of
                40% in respect of Xerxes temporary differences and 32% in respect of ZCL temporary differences.

     viii.      The adjustment reflects the proceeds of the subscription receipt financing of $40,000,000 less the
                after tax cost of the expenses of the offering of $1,815,000. Four million shares were issued at a
                price of $10.00 per subscription receipt for $40,000,000. Commissions of $2,400,000 and legal fees
                of $200,000 were paid resulting in net equity financing raised of $37,400,000. In addition, long term
                bank debt of $8,905,000 was used to finance the Acquisition.

       ix.      The Xerxes share capital of $1,000 and the Xerxes preacquisition retained earnings of $9,659,000
                are eliminated on consolidation.

b)           The unaudited pro forma consolidated statement of income for the year ended December 31, 2006
             incorporates the following adjustments:

      i.        The inventory of finished goods was increased to reflect the estimated selling price less disposal and
                selling costs. Since all finished good inventory would have been sold throughout the year, the
                increase in cost has been charged to manufacturing and selling costs.

     ii.        The amortization expense has been adjusted to record the additional amortization of intangible assets
                and to revise the Xerxes historical amortization of property, plant and equipment for the incremental
                fair value thereof and to align the amortization with ZCL’s accounting policies.

 iii.           Financing charges have been adjusted by $557,000 to reflect estimated interest at a rate of 6.25% for
                the term debt financing of $8,905,000 for the year ended December 31, 2006. In addition, deferred
                financing costs of $74,000 incurred on this debt have been amortized over 2 years, the term of the
                loan agreement, resulting in additional financing charges of $37,000,

 iv.            The tax provision is adjusted for the income statement adjustments affected by tax. The rate used to
                calculate the adjustment to the tax provision is 40% for US based taxes and 32% for Canadian based
                taxes.
                               ZCL Composites Inc.
              Notes to the Unaudited Pro Forma Financial Statements
                      For the Year Ended December 31, 2006

5. Pro Forma earnings per share

The following table sets forth the calculation of pro forma basic and fully diluted earnings per share for the year
ended December 31, 2006:

Numerator
Pro forma income from continuing operations                                         7,027,000
Pro forma income from discontinued operations                                         289,000
Pro forma total net income                                                          7,316,000

Denominator
Weighted average number of shares outstanding – basic                              25,049,658
Weighted average number of shares outstanding – diluted                            26,205,427

Pro forma basic earnings per share from continuing operations                            $0.28
Pro forma basic earnings per share from discontinued operations                          $0.01
Pro forma basic earnings per share from total operations                                 $0.29

Pro forma diluted earnings per share from continuing operations                          $0.27
Pro forma diluted earnings per share from discontinued operations                        $0.01
Pro forma diluted earnings per share from total operations                               $0.28