EX-99.1 2 dex991.htm SLIDES PRESENTED BY NORTH AMERICAN INSURANCE LEADERS, INC. Slides presented by North American Insurance Leaders, Inc.
January 2008
NORTH
AMERICAN
INSURANCE
LEADERS,
INC.
Acquisition of:
Exhibit 99.1

1
NORTH AMERICAN INSURANCE LEADERS, INC.
Forward-Looking Statements
North American Insurance Leaders, Inc. (“NAIL”), Deep South and their respective directors and executive officers may be deemed to be participants in the
solicitation
of
proxies
for
the
annual
meeting
of
NAIL’s
stockholders
to
be
held
to
approve
the
proposed
acquisition
of
Deep
South.
The
directors
and
executive
officers
of
NAIL
and
Deep
South
have
interests
in
this
transaction,
some
of
which
may
differ
from,
or
may
be
in
addition
to
those
of
the
respective
stockholders
of
NAIL
generally.
Information
regarding
NAIL’s
directors
and
executive
officers
is
available
in
its
Form
10-K
for
the
fiscal
year
ended
June
30,
2007
and
the
preliminary
proxy
statement
originally
filed
by
NAIL
with
the
U.S.
Securities
and
Exchange
Commission
(“SEC”)
on
November
8,
2007,
and
amended
on
December
20,
2007,
as
such
information
may
be
supplemented
in
the
definitive
proxy
statement
when
filed
with
the
SEC.
STOCKHOLDERS
OF
NAIL
AND
OTHER
INTERESTED
PERSONS
ARE
ADVISED
TO
READ
NAIL’S
PRELIMINARY
PROXY
STATEMENT
AND,
WHEN
FILED,
ITS
DEFINITIVE
PROXY
STATEMENT
IN
CONNECTION
WITH
NAIL’S
SOLICITATION
OF
PROXIES
FOR
AN
ANNUAL
MEETING
OF
STOCKHOLDERS
TO
CONSIDER
THE
APPROVAL
OF
THE
ACQUISITION
OF
DEEP
SOUTH
BECAUSE
THESE
PROXY
STATEMENTS
CONTAIN
IMPORTANT
INFORMATION.
The
definitive
proxy
statement
will
be
mailed
to
stockholders
as
of
a
record
date
to
be
established
for
voting
on
the
acquisition.
Stockholders
may
also
obtain
a
copy
of
the
preliminary
proxy
statement
and,
when
filed,
the
definitive
proxy
statement
without
charge,
by
directing
a
request
to:
North
American
Insurance
Leaders,
Inc.,
885
Third
Avenue,
31st
Floor,
New
York,
New
York
10022,
Attention:
Joan
Mikos.
The
preliminary
proxy
statement
and,
once
available,
the
definitive
proxy
statement,
as
well
as
any
other
relevant
documents
that
NAIL
files
with
the
SEC,
can
also
be
obtained,
without
charge,
at
the
SEC’s
internet
site,
www.sec.gov.
This
Presentation
includes
forward-looking
statements
within
the
meaning
of
Section
27A
of
the
Securities
Act
of
1933,
as
amended
(the
“Securities
Act”),
and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended
(the
“Exchange
Act”),
that
involve
substantial
risks
and
uncertainties.
We
have
based
these
forward-looking
statements
on
our
current
expectations,
estimates
and
projections
about
our
industry,
our
beliefs,
our
assumptions
and
future
events.
These
forward-looking
statements
are
subject
to
known
and
unknown
risks,
uncertainties
and
assumptions
about
us
that
may
cause
our
actual
results,
levels
of
activity,
performance
or
achievements
to
be
materially
different
from
any
future
results,
levels
of
activity,
performance
or
achievements
expressed
or
implied
by
such
forward-looking
statements.
In
some
cases,
you
can
identify
forward-looking
statements
by
terminology
such
as
“may, ”
“should,”
“could,”
“would,”
“expect,”
“plan,”
“anticipate,”
“believe,”
“estimate,”
“continue,”
or
the
negative
of
such
terms
or
other
similar
expressions.
Factors
that
might
cause
or
contribute
to
such
a
discrepancy
include,
but
are
not
limited
to,
those
described
in
NAIL's
preliminary
proxy
statement
and,
when
filed,
its
definitive
proxy
statement,
including
in
the
section
entitled
“RISK
FACTORS”,
and
NAIL's
other
SEC
filings.
This
presentation
contains
disclosures
of
EBITDA
and
pro
forma
EBITDA
for
certain
periods,
which
may
be
deemed
to
be
non–GAAP
financial
measures
within
the
meaning
of
Regulation
G
promulgated
by
the
SEC.
Management
of
NAIL
believes
that
EBITDA,
or
earnings
before
interest,
taxes,
depreciation
and
amortization,
and
pro
forma
EBITDA,
are
appropriate
measures
of
evaluating
operating
performance
because
they
focus
on
consolidated
operating
performance,
exclusive
of
income
and
expense
that
relate
to
the
financing
and
capitalization
of
the
business.
The
disclosure
of
EBITDA
and
pro
forma
EBITDA
may
not
be
comparable
to
similarly
titled
measures
reported
by
other
companies.
EBITDA
and
pro
forma
EBITDA
should
be
considered
in
addition
to,
and
not
as
a
substitute
for,
or
superior
to,
operating
income,
cash
flows,
revenue,
or
other
measures
of
financial
performance
prepared
in
accordance
with
generally
accepted
accounting
principles.

2
NORTH AMERICAN INSURANCE LEADERS, INC.
Use longstanding industry ties to identify
and acquire an excellent target at an
attractive price
Acquire attractive platform for future growth
NAIL has Delivered on its Commitment to Invest in a
Highly Profitable Insurance Business at an Attractive Price
Acquire an attractive broker, Managing
General Agency (MGA) or specialty insurer
Deep South is a leading, highly profitable
MGA focused on niche, commercial auto
insurance
Commitment
Deep South was not for sale; transaction was
negotiated on an exclusive basis
Initial purchase price is 5.94x 2007 EBITDA;
all-in price expected to be between 5.94x and
6.21x trailing EBITDA
Similar companies have been acquired at an
average of 8.72x LTM EBITDA
Deep South has grown its revenue
organically at a 17.7% CAGR over the last
five years
Post-merger, we will complement organic
growth through acquisitions in a highly
fragmented market
Deep South

3
NORTH AMERICAN INSURANCE LEADERS, INC.
A Leading Managing General Agency Focused
on Commercial Auto Insurance
Exceptional niche commercial auto insurance program
–
Expected $227 million of premiums produced in 2007
–
Sells through over 2,000 retail agents principally across the Sunbelt
–
Concentrates on less competitive, small-account niche
–
Unique, proactive claims handling focused on early settlement
Highly profitable commission and fee based revenue model
–
Average pro forma EBITDA margin of 27.5% over the past five years; 2007 estimated
EBITDA margin of 35.0% and 2008 forecasted EBITDA margin of 40.2%
–
Fee revenue from multiple sources
Strong financial performance
–
Expected 2007 revenue of $53.7 million and pro forma EBITDA of $18.8 million (EBITDA
margin -
35.0%)
–
2008 forecasted revenue of $59.5 million and EBITDA of $23.9 million (EBITDA margin -
40.2%)
–
Substantial additional growth available from acquisitions

4
NORTH AMERICAN INSURANCE LEADERS, INC.
A Talented Management Team with Substantial
Operating Experience
Name
Age
Position
David J. Disiere
55
Founder
Mark W. Haushill
45
Chief Executive Officer
Michael P. Dugan
48
President of Deep South Surplus, Inc.
Geoffrey G. Gregory
51
Chief Risk Officer
Clessie F. Titus
54
Vice President of Claims
Michael R. Trotter
39
Chief Financial Officer

5
NORTH AMERICAN INSURANCE LEADERS, INC.
A Committed and Experienced Board of Directors
with Significant M&A and Governance Experience
Management, Board and NAIL sponsors’
long-term interest aligned with public shareholders through
approximately 30% combined ownership
Name
Age
Positions
Scott A. Levine
58
Chairman of the Board; former CEO of Zurich Centre Group and founder of ACE
Limited, XL Capital Ltd., Centre Reinsurance Company and Mid Ocean
Reinsurance Company
Mark W. Haushill
45
Chief Executive Officer; former Chief Financial Officer of Argonaut Group, Inc.
William R. de Jonge
50
President of NAIL
John T. Hompe
46
Managing Director and Co-head of Insurance Investment Banking at Keefe,
Bruyette & Woods, Inc.
Francis E. Lauricella, Jr.
54
Executive Vice President of NAIL; former director of Arrowhead General
Insurance Agency
E. Miles Prentice, III
65
Partner of Eaton & Van Winkle LLP
William E. Roche
45
President of Ocean Harbor Casualty Insurance Group
Robert Sroka
58
Managing Director of Corporate Solutions Group

6
NORTH AMERICAN INSURANCE LEADERS, INC.
Two Key Hires Made Since the Announcement of
the Acquisition
•
Mark W. Haushill, Chief Executive Officer
SVP and Chief Financial Officer of Argonaut Group, Inc.
Previously, Haushill
was a member of USAA’s capital management and treasury operations
division within corporate finance
Prior to that, Haushill
was a Vice President and Controller at Titan Holdings, Inc.
Before that, Haushill
worked at KPMG Peat Marwick where he was responsible for the audits
of financial services companies and SEC registrants
Haushill
is a certified public accountant and a graduate of Baylor University with a B.B.A.
•
Geoffrey G. Gregory, Chief Risk Officer
Over 30 years of underwriting experience
Former Chief Underwriting Officer of American Safety Insurance Holdings, Ltd.
Previously, Gregory was President, Casualty Risk at ACE Limited
Before that, Gregory was Executive Vice President and Chief Operations Officer, Excess
Casualty Division at American International Group
Gregory is a graduate of Rutgers University with a B.A. and Regis University with an M.B.A.

7
NORTH AMERICAN INSURANCE LEADERS, INC.
$5.4
$5.5
$7.9
$12.3
$14.1
$18.8
$23.9
$-
$5.0
$10.0
$15.0
$20.0
$25.0
$30.0
2002
2003
2004
2005
2006
2007E
2008F
Excellent Historical and Projected Performance
Total Written Premiums ($mm)
Total Revenues ($mm)
Pro Forma EBITDA Margins (%)
Pro Forma EBITDA ($mm)
$20.0
$45.9
$49.1
$52.6
$53.9
$85.0
$121.0
$148.9
$160.3
$188.5
$208.3
$233.8
$223.8
$226.8
$265.0
$-
$50
$100
$150
$200
$250
$300
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007E
2008F
$42.9
$53.7
$59.5
$48.9
$23.8
$27.3
$31.7
$-
$10.0
$20.0
$30.0
$40.0
$50.0
$60.0
$70.0
2002
2003
2004
2005
2006
2007E
2008F
22.6%
20.0%
25.0%
28.7%
28.8%
35.0%
40.2%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
2002
2003
2004
2005
2006
2007E
2008F

8
NORTH AMERICAN INSURANCE LEADERS, INC.
Why Deep South?
Who We Are
What We Do
Why We’re Successful
Where We’re Going
Why Invest in Deep South

9
NORTH AMERICAN INSURANCE LEADERS, INC.
Who We Are
Family-operated Managing General Agency for 40 years
–
Deep South started in 1967 in Louisiana
Deep South is a premier Managing General Agency focused on commercial
auto insurance
What is a Managing General Agency?
–
A full-service MGA, such as Deep South, is a service organization paid on a fee basis to
manage the underwriting, claims administration, marketing, loss control, audit and policy
service for an insurance company
–
This distribution method is mutually beneficial to both the insurance company and the
MGA.  It allows the insurance company to deploy its capital to access profitable
premium created through the MGAs’
long established customers known as independent
retail agents 

10
NORTH AMERICAN INSURANCE LEADERS, INC.
Deep South Distribution Structure
Independent
Retail
Agents
(2,004)
Insureds
Results Driven Partnership
•
Strong, 15-year partnership with QBE
•
Deep South has complete authority and
responsibility for one common set of
very focused UW Guidelines
•
This underwriting authority and
responsibility is the catalyst for the
exceptional results achieved from this
partnership
•
Three-year Agreement

11
NORTH AMERICAN INSURANCE LEADERS, INC.
What We Offer
Exceptional niche commercial auto insurance program focused on less
competitive market
–
Focus on more stable small accounts --
average annual policy premiums of $16,000 in 2007
–
Specialize in the small owner/operator market segment
Increasingly diverse mix of products including
–
Commercial auto
–
General liability
–
Inland marine
–
Commercial property
Product mix continually focused on profitable market opportunities
–
Deep South quickly adapts to market changes and capitalizes on market opportunities

12
NORTH AMERICAN INSURANCE LEADERS, INC.
•
Denver, CO
•
Albuquerque, NM
•
Phoenix, AZ
•
Los Angeles, CA
Why We’re Successful: Regional Presence
Deep South has established a solid regional presence, particularly in the fast-growing Sunbelt region
–
We started in Louisiana and grew 100% organically through geographic expansion –
no acquisitions to date
–
Just under 400 employees in 11 cities
•
Dallas, TX –
Corporate
Office
•
Little Rock, AR
•
Shreveport, LA
•
Cincinnati, OH
•
Nashville, TN
•
Atlanta, GA
•
Miami, FL
Office locations
Regional presence

13
NORTH AMERICAN INSURANCE LEADERS, INC.
Why We’re Successful: Premiums Growing
Across the Sunbelt
2007E Direct Premiums Produced: $227 million
2000 Direct Premiums Produced: $121 million
West Virginia
5%
Oklahoma
3%
Louisiana
30%
Georgia
7%
Arkansas
8%
South Carolina
5%
Tennessee
5%
Alabama
4%
Texas
25%
All Other
9%
Nevada
5%
Ohio
3%
Oklahoma
3%
South Carolina
3%
Tennessee
5%
Georgia
4%
Florida
7%
Colorado
3%
Arkansas
5%
Kentucky
5%
Texas
19%
Louisiana
31%
All Other
10%

14
NORTH AMERICAN INSURANCE LEADERS, INC.
Why We’re Successful: Business Line Transition
Product Mix in 2000
Product Mix in 2007E
Commercial Property
0.1%
Auto Liability
73%
Inland Marine
2%
General Liability
2%
Auto Physical Damage
23%
Commercial Property
3%
Auto Liability
55%
Inland Marine
7%
General Liability
18%
Auto Physical Damage
17%

15
NORTH AMERICAN INSURANCE LEADERS, INC.
Why We’re Successful: Admitted vs. Non-
Admitted
•
Approximately 26% of premium written by Deep South in 2000 was written on non-
admitted paper as compared with 62% in 2007E
•
The non-admitted market provides more flexibility on rate and policy form
Admitted
74%
Non-admitted
26%
2000
2007E
Non-admitted
62%
Admitted
38%

16
NORTH AMERICAN INSURANCE LEADERS, INC.
Why We’re Successful
Highly
profitable
revenue
model
=
estimated
pro
forma
EBITDA
margin
of
35.0%
in
2007
(average of 27.5% over past five years)
–
Traditional commissions
–
Loss control and claims management fees
–
Profit commissions tied to underwriting results
•
Creates
additional
incentives
to
achieve
profitable
underwriting
results
•
Results in better underwriting and significantly higher revenues
Exceptional loss ratio results
Average Commercial Lines
loss ratio (’03-’06)
(1)
1.
Source: A.M. Best Aggregates & Averages
Select Ultimate Loss Ratio on Accident Year Basis
65%
63%
64%
64%
62%
50%
55%
60%
65%
70%
75%
80%
2003
2004
2005
2006
9/30/2007

17
NORTH AMERICAN INSURANCE LEADERS, INC.
Well-Positioned to Continue its Significant
Growth
Strong historic growth over the long term
–
2002-2007E revenue compound annual growth of 17.7%
–
2002-2007E pro forma EBITDA growth of 28.5%
Well positioned for robust growth into medium term
–
Softening
rate
environment
favors
MGA
growth
as
many
carriers
turn
to
MGAs
for
incremental written premium
Outstanding platform for accelerated growth through
–
New product offerings
–
Geographic diversification
–
Additional underwriting capacity from current and new carriers

18
NORTH AMERICAN INSURANCE LEADERS, INC.
A Consistent Financial Performer
($ in thousands)
Nine months
Year ended December 31,
ended September 30,
CAGR
2002
2003
2004
2005
2006
2006
2007
('02-'06)
Gross Premiums Written
160,337
$
188,530
$
208,313
$
233,848
$
223,791
$
165,759
$
167,722
$
8.7%
Revenues
Policy fees and commissions
15,039
15,690
19,410
24,948
29,112
20,723
24,386
Loss control fees
5,698
7,490
8,767
9,979
9,962
7,399
7,544
Claims management fees
3,031
4,124
3,514
7,975
9,839
6,781
8,042
Total revenues
23,768
27,304
31,692
42,902
48,913
34,903
39,972
19.8%
Operating Expenses
Employee compensation and benefits
11,075
11,676
17,057
18,578
22,937
16,760
20,062
Other operating expenses
7,339
10,905
7,854
14,022
15,128
10,949
8,860
Total operating expenses
18,414
22,581
24,911
32,600
38,065
27,709
28,922
19.9%
EBITDA
5,354
4,723
6,781
10,302
10,848
7,194
11,050
19.3%
EBITDA Margin
22.5%
17.3%
21.4%
24.0%
22.2%
20.6%
27.6%
Pro Forma EBITDA Adjustments
Corporate jet expense
(1)
-
728
1,080
1,506
2,789
1,929
753
Legal and professional fees
(1)
11
2
50
494
453
441
1,555
Total pro forma adjustments
11
730
1,130
1,999
3,243
2,369
2,308
Pro Forma EBITDA
5,364
5,453
7,911
12,302
14,090
9,563
13,358
27.3%
Pro Forma EBITDA Margin
22.6%
20.0%
25.0%
28.7%
28.8%
27.4%
33.4%
(1) Non-GAAP measure. Represents expenses that will no longer be a part of the business going forward.

19
NORTH AMERICAN INSURANCE LEADERS, INC.
Well-Positioned to Increase its Growth
Through Acquisitions
Deep South is uniquely positioned to pursue acquisitions and is the most attractive
strategic option for most MGAs
–
Among the largest MGAs
–
Broad geographic reach
–
Only MGA with public currency
MGA / Program market is large and fragmented
–
According to a survey by Guy Carpenter & Co., U.S. specialty program market is estimated to
be $20 billion to $30 billion in 2007
–
Hundreds of independent MGAs
available as potential partners
NAIL’s
search process identified other attractive MGA targets
–
Discussions with over 100 MGAs, specialty insurance and insurance service companies
–
Non-disclosure agreements signed with 22 companies
–
Advanced
negotiations
with
several
other
MGAs
before
reaching
agreement
with
Deep
South

20
NORTH AMERICAN INSURANCE LEADERS, INC.
Outlook and Opportunities
Financial performance
2006
2007E
2008F
Gross Premiums Written ($mm)
$223.8
$226.8                       $265.0 
Revenue ($mm)
48.9                            53.7                       
59.5
EBITDA ($mm)
14.1                            18.8 
23.9
EBITDA Margin (%)
28.8%                         35.0%                       40.2%
Continued state expansion
–
Increase output from recently opened offices in Florida, California and Arizona
Hired additional seasoned underwriters to manage continued growth
Opportunity for substantial additional growth both through acquisitions and
new products

21
NORTH AMERICAN INSURANCE LEADERS, INC.
Our Growth and Margin Exceed Publicly
Traded Retail Brokers
1.
Represents pro forma results. 
Source: SNL and Bloomberg. As at January 14, 2008.
EBITDA Margin
Revenue Growth
EBITDA Growth
Average
Company
'02-'06
'06-'07E
'07E-'08F
'02-'06
'06-'07E
'07E-'08F
'02-'06
'07E
'08F
Arthur J. Gallagher & Co.
9.7
%
8.4
%
3.7
%
(1.1)%
28.0
%
11.5
%
16.0
%
16.8
%
18.0
%
Brown & Brown, Inc.
17.8
10.1
5.9
20.7
13.6
5.2
37.6
40.1
39.9
Hilb Rogal & Hobbs Company
11.9
12.2
12.5
10.6
6.8
9.3
26.0
25.5
24.8
National Financial Partners Corp.
32.7
11.3
18.4
34.4
11.5
20.6
14.4
13.4
13.7
Average
18.0
10.5
10.1
16.2
15.0
11.6
23.5
23.9
24.1
Deep South
(1)
19.8
9.7
10.9
27.3
33.4
27.1
25.0
35.0
40.2

22
NORTH AMERICAN INSURANCE LEADERS, INC.
We Have Superior Margins and Better Growth
Prospects Than Retail Brokers
1.
Based on treasury stock method using the closing price as of January 14, 2008 of $7.90; assumes shares issued to Deep South at $8.00 per share. See Appendix.
($ and shares in millions)
Source: SNL and Factset
•
Deep South should perform better than retail brokers in a soft
market
-
Attractive incremental capacity for insurers
-
Multiple sources of revenue
-
Leverageable
distribution channel for additional products
•
Deep South’s organic revenue growth and margins are
substantially higher than retail brokers
•
Deep South’s estimates do not include impact of acquisitions –
retail brokers’
estimates do
Deep South should trade at a premium to retail
brokers
Implied Deep South 2008 EBITDA Multiple
NAIL Share Price (1/14/2008)
$7.90
NAIL Fully-diluted Shares
(1)
24.4
Implied Deep South Equity Value
$193.1
Less Cash
17.9
Implied Deep South Enterprise Value
$175.2
Deep South 2008F EBITDA
23.9
Implied Deep South EV / EBITDA Multiple
7.3x
Enterprise Value /
2008F EBITDA
Retail Brokers
(x)
A.J. Gallagher & Co.
7.3
Brown & Brown Inc.
8.1
Hilb Rogal & Hobbs Co.
6.7
National Financial Partners
8.7
Average
7.7

23
NORTH AMERICAN INSURANCE LEADERS, INC.
A Compelling Investment Opportunity
Deep South has an exceptional reputation in the marketplace, consistently produces 
high margins relative to its competition and has maintained a strict underwriting
discipline
Deep South’s geographic footprint is unique for MGAs
and provides a platform that
can be levered both organically and through M&A
The MGA market is ripe for consolidation (similar to the broker market in the last
decade) and we are in a position to be aggressive
The transaction is appropriately structured to align the interests of shareholders and
management
Our valuation is compelling even before considering M&A and new products

24
NORTH AMERICAN INSURANCE LEADERS, INC.
Appendix

25
NORTH AMERICAN INSURANCE LEADERS, INC.
Key Transaction Terms
Est. Initial Purchase Price:
$111.7 million
Cash -
$92.4 million (83%)
Stock -
$19.3 million (17%)
Closing Payment Adjustment:
The closing payment will be adjusted to equal
5.94x pro forma EBITDA for the year ended
December 31, 2007 (“Governing EBITDA”)
Year 1 Earn Out Payment:
Up to +/-
$31.7 million. To achieve the
maximum payment, 2008 EBITDA must be
125% of Governing EBITDA. Earn out starts at
93% of Governing EBITDA
Year 2 Earn Out Payment:
Up to +/-
$31.7 million. To achieve the
maximum payment, 2009 EBITDA must be
150% of Governing EBITDA. Earn out starts at
107% of Governing EBITDA
Maximum multiple assuming full earnout
payments made based on 2008 and 2009 EBITDA targets
is 6.21x 2009 EBITDA

26
NORTH AMERICAN INSURANCE LEADERS, INC.
8.9x
9.2x
8.1x
9.2x
8.4x
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
9.0x
10.0x
11.0x
2005
2006
2007
LTM
2007E
Upfront consideration to pro forma EBITDA of 5.94x compares favorably to
comparable transactions and retail brokers
Purchase Price Represents an Attractive Valuation
1.
Selected publicly traded retail brokers include AJG, BRO, HRH and NFP. As at January 14, 2008.
2.
Maximum
trailing
multiple
assuming
full
earnout
payments
made
based
on
2008
and
2009
EBITDA
and
based
on
2009
EBITDA
3.
Actual multiple for initial purchase price only
Source: Company documents and KBW estimates
6.21x
(2)
5.94x
(3)
Average LTM EBITDA Acquisition Multiples for
Insurance Broker and Insurance Service Transactions
Average EBITDA Multiples for Selected
Publicly Traded Retail Brokers
(1)

27
NORTH AMERICAN INSURANCE LEADERS, INC.
NAIL’s
Pro Forma Shares Outstanding
1.
Based on treasury stock method using the closing price as of January 14, 2008 of $7.90
2.
Assumes shares issued at $8.00
($ and shares in thousands)
NAIL Fully-diluted Shares Calculation
Basic
Full-Diluted
(1)
Public Shares Outstanding
14,375.0
14,375.0
NAO Initial Holders
3,593.8
3,593.8
Shares Issued to Deep South
(2)
2,448.0
2,448.0
Total Basic Shares
20,416.8
20,416.8
Total Warrants Outstanding
16,759.0
4,030.6
Total Fully-Diluted Shares Outstanding
24,447.4