To: rkral who wrote (4358 ) 2/7/2000 7:24:00 PM From: rkral Read Replies (1) | Respond to of 5102
Oops. I don't have control of the italics/bold yet. Here is how it was supposed to read.they are using 71.7 mil shares (diluted) which includes employee options etc. Outstanding was 58 mil.... Doesn't this jump in shares bother anyone? The increase is real and dilutes our share of the $1.07 billion that CORL is paying for INPR. Where did those shares come from? Let's look at the 1998 10-K and 3Q99 10-Q filings. Actually the "weighted average diluted shares" used in the 3Q99 SEC 10-Q filing has the somewhat higher 60.855 mln. The bulk of the other 11 mln shares come from the following statement in the 1998 10-K...Additionally, options to purchase 10,789,000, 11,871,000 and 10,621,000 shares of common stock were outstanding at December 31, 1998 and 1997 and March 31, 1997, respectively, were not included in the computation of diluted EPS because either the options' exercise prices were greater than the average market price of common stock or inclusion of such options would have been antidilutive. Well, these shares may have been anti-dilutive to EPS but they sure are dilutive for the acquisition. During the conference call available on ON24, someone asked the panel about this. Dale Fuller started to explain .. but he was cut off by someone (the INPR CFO, I believe). Dale managed to say something about "fully diluted" and "don't have to be reported" before the CFO cut him off. The CFO asked the questioner where his 59-60 mln share number came from and the questioner replied "from a very recent release of Inprise". (I am paraphrasing here.) The CFO then said he did not have that document in front of him and therefore couldn't comment. The conference call then went on to other topics. Soooooo .. apparently there are basic shares, diluted shares, and fully diluted shares.. OR is it basic shares, fully diluted shares, and fully fully diluted shares? I haven't read that many annual reports or SEC 10-K filings, so I'm not an expert .. but I have never seen anything like this anywhere else. Do we have an accountant on the board that can comment? Food for thought. Ron