Arturo, TCLL recently posted an amended 8k that gave pro-forma numbers for the first 6 mos of 2006 for the fds.
The fds count appears to be 227MM shares. It does include the impact of the acquisition shares, as per footnote (6):
"Adjustment to include shares issued to purchase NJJ and for the shares and warrants issued to Barron as a result of the securities purchase agreement in the earnings per share calculations. "
What threw me off earlier was the purchase obligation:
"The Company shall purchase Escrow Shares from the NJJ Shareholders at a purchase price per share equal to $0.20 per share (the “Escrow Purchase Price”), subject to adjustment. The number of Escrow Shares being purchased shall be determined by dividing the Payment Amount (as set forth below) by the Escrow Purchase Price. Within five (5) business days after the determination of the net profits for any fiscal quarter or any portion thereof for the Company up until the one year anniversary of the NJJ Agreement (a “Covered Period”), the Company shall make a payment in the total amount (the “Payment Amount”) equal to the lesser or (x) seventy percent (70%) of net profit for the applicable Covered Period; or (y) the amount by which twenty four million dollars ($24,000,000) exceeds all payments previous made by the purchase of such Escrow Shares. In no event shall the total of the payments for the purchase of the Escrow Shares exceed twenty four million dollars ($24,000,000).
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My guess is that this purchase was factored into the share count on a proforma basis. That reduced fds by 120MM.
AI
