EX-99.2 4 0004.txt UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STMTS Exhibit 99.2 ACQUISITION OF SAGE ONLINE, INC. On March 22, 2000, Multex.com, Inc. ("Multex") completed its acquisition of Sage Online, Inc. a Pennsylvania Corporation ("Sage"), pursuant to an Agreement and Plan of Reorganization, dated March 13, 2000 by and between Multex.com, Inc., Multex A Acquisition Corp., a wholly-owned subsidiary of Multex ("Merger Sub"), and Sage and the shareholders of Sage. The acquisition was accomplished through the merger of Merger Sub with and into Sage. Consideration payable by Multex was determined as a result of negotiation between Multex and Sage. The consideration paid consisted of 354,183 shares of common stock of Multex and $6.0 million in cash. The total purchase price for this transaction was approximately $17.1 million. The difference between the fair market value of Sage's net tangible assets and the purchase price will be accounted for as goodwill and will be amortized over ten years, the expected benefit period. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited Pro Forma Condensed Consolidated Statement of Operations (the "Pro Forma Statements of Operations") for the year ended December 31, 1999 and the three months ended March 31, 2000 gives effect to the acquisition of Sage as if it had occurred on January 1, 1999 and January 1, 2000, respectively. The Pro Forma Statement of Operations is based on historical results of operations of Multex and Sage for the year ended December 31, 1999 and three months ended March 31, 2000. The unaudited Pro Forma Condensed Consolidated Balance Sheet (the "Pro Forma Balance Sheet") gives effect to the acquisition as if it had occurred on December 31, 1999. The Pro Forma Statement of Operations and Pro Forma Balance Sheet and accompanying notes (the "Pro Forma Financial Information") should be read in conjunction with and are qualified by the historical financial statements of the Company and notes thereto. Multex.com, Inc. Unaudited Pro Forma Condensed Consolidated Balance Sheet December 31, 1999 (in thousands)
Multex.com, Inc. Sage Online, Inc. Adjustments Pro Forma ---------------- ----------------- ----------- --------- Assets Current assets: Cash and cash equivalents $ 6,089 $ 84 $ (6,000) (a) $ 173 Marketable securities 33,028 - - 33,028 Accounts receivable, net 10,954 50 - 11,004 Prepaid expenses 1,404 1 - 1,405 Other current assets 1,789 1 - 1,790 ------- ------ --------- --------- Total current assets 53,264 136 (6,000) 47,400 Property and equipment, net 10,863 39 - 10,902 Goodwill - - 17,252 (a) 17,252 Other 1,473 - - 1,473 ------- ------ --------- --------- Total assets $65,600 $ 175 $ 11,252 $ 77,027 ======= ====== ========= ========= Liabilities and stockholders' equity (deficit) Current liabilities: Note payable $ - $ 124 $ - 124 Accounts payable 5,051 23 - 5,074 Accrued expenses 4,778 70 - 4,848 Deferred revenues 5,691 74 - 5,765 Current portion of capital lease obligations 225 - - 225 ------- ------ --------- --------- Total current liabilities 15,745 291 - 16,036 Capital lease obligations 193 - - 193 Deferred rent 2,431 - - 2,431 Other liabilities 31 - - 31 Preferred Stock, $.01 par value, 5,000,000 shares, none issued and outstanding at December 31, 1999 - - - - Common stock, $.01 par value 272 9 (5) (a) 276 Additional paid-in capital 109,564 565 11,257 (a) 121,386 Accumulated deficit (60,141) (690) - (60,831) Deferred equity consideration (2,431) - - (2,431) Accumulated other comprehensive loss (64) - - (64) -------- ----- -------- --------- Total stockholders' equity (deficit) 47,200 (116) 11,252 58,336 -------- ----- -------- --------- Total liabilities and stockholders' equity (deficit) $ 65,600 $ 175 $ 11,252 $ 77,027 ======== ===== ======== =========
Multex.com, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations Year ended December 31, 1999 (in thousands)
Multex.com, Inc. Sage Online, Inc. Adjustments Pro Forma ---------------- ----------------- ----------- --------- Revenues $ 40,850 $746 $ - $ 41,596 Cost of revenues 10,569 970 - 11,539 --------- ----- ------- --------- Gross profit 30,281 (224) - 30,057 Operating expenses: Sales and marketing 26,379 28 - 26,407 Research & development 6,301 - - 6,301 General and administrative 18,414 218 1,725 (b) 20,357 --------- ----- ------- --------- Total operating expenses 51,094 246 1,725 53,065 --------- ----- ------- --------- Loss from operations (20,813) (470) (1,725) (23,008) Other income (expense) Acquisition expenses (5,713) - - (5,713) Interest expense (114) (18) - (132) Interest and investment income 2,359 - - 2,359 --------- ----- ------- --------- Loss from continuing operations before tax expense) (24,281) (488) (1,725) (26,494) Income taxes 1,030 1,030 --------- ----- ------- --------- Loss from operations (25,311) (488) (1,725) (27,524) Discontinued operations Income (loss) from discontinued operations 106 - - 106 Gain on sale of discontinued operations, net of taxes 226 - - 226 --------- ----- ------- --------- 332 - - 332 --------- ----- ------- --------- Net loss (24,979) (488) (1,725) (27,192) --------- ----- ------- --------- Redeemable preferred stock dividends 1,188 - - 1,188 --------- ----- ------- --------- Net loss attributable to common stockholders' ($26,167) ($488) ($1,725) ($28,380) ========= ===== ======= ========= Earnings (loss) per common share - basic and diluted: Continuing operations, net of redeemable preferred stock dividends ($1.17) - - ($1.25) ========= ===== ======= ========= Discontinued operations $0.01 - - $0.01 ========= ===== ======= ========= Net loss ($1.15) - - ($1.23) ========= ===== ======= ========= Number of shares used in computing basic and diluted loss per share 22,688 - 354 23,042 ========= ===== ======= =========
Multex.com, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations Three Months Ended March 31, 2000 (in thousands)
Multex.com, Inc. Sage Online, Inc. Adjustments Pro Forma ---------------- ----------------- ----------- --------- Revenues $ 16,083 $ 253 $ - $16,336 Cost of revenues 3,968 1,114 - 5,082 -------- -------- -------- ------- Gross profit 12,115 (861) - 11,254 Operating expenses: Sales and marketing 6,240 3 - 6,243 Research & development 2,255 - - 2,255 General and administrative 6,347 98 431 (b) 6,876 -------- -------- -------- ------- Total operating expenses 14,842 101 431 15,374 -------- -------- -------- ------- Loss from operations (2,727) (962) (431) (4,120) Other income (expense) Acquisition expenses 710 - - 710 Interest expense (13) (24) - (37) Interest and investment income - - - - -------- -------- -------- ------- Loss from continuing operations before tax expense) (2,030) (986) (431) (3,447) Income taxes (47) (47) -------- -------- -------- ------- Net loss ($2,077) ($986) ($431) ($3,494) ======== ======== ======== ======= Earnings (loss) per common share - basic and diluted: Net loss ($0.07) - - ($0.12) ======== ======== ======== ======= Number of shares used in computed basic and diluted loss per share 28,297 - 354 28,651 ======== ======== ======== =======
PRO FORMA ADJUSTMENTS AND ASSUMPTIONS (a) On March 22, 2000, Multex.com, Inc. ("Multex") acquired Sage Online, Inc. ("Sage") for approximately $17.1 million including acquisition costs pursuant to the Agreement and Plan of Merger dated March 13, 2000 (the "Sage Merger Agreement"), among Multex, Sage and the shareholders of Sage. Pursuant to the terms of the Sage Merger Agreement, Sage merged with and into Multex and became a wholly-owned subsidiary of Multex. The acquisition will be accounted for as a purchase business combination. The consideration payable by Multex in connection with the acquisition of Sage consisted of the following: 354,183 shares of Multex common stock valued at $11 million and $6.0 million in cash . The Company also incurred acquisition costs of approximately $100,000. The following represents the allocation of the purchase price over the historical net book value of the acquired assets and liabilities of Sage at December 31, 1999, and is for illustrative pro forma purposes only. Actual fair values have been based on financial information as of the acquisition date (March 22, 2000), which are not expected to be significantly different from the historical net book value of the acquired assets and liabilities. Assuming the transaction occurred on December 31, 1999, the allocation would have been as follows: Assets acquired: Cash and cash equivalents $ 84,202 Accounts receivable 49,584 Prepaid expenses and other current assets 1,895 Property and equipment 39,126 Goodwill 17,252,320 ----------- 17,427,127 Liabilities assumed (290,785) ------------ $ 17,136,342 ============ This allocation is preliminary and my be subject to change upon evaluation of the fair value of Sage's acquired assets and liabilities as of the acquisition date as well as the potential identification of certain intangible assets. The Pro Forma adjustment reconciles the historical balance sheet of Sage at December 31, 1999 to the allocated purchase price assuming the transaction had occurred on December 31, 1999. (b) Goodwill will be amortized over a period of 10 years, the expected period of benefit. The Pro Forma adjustment to the Pro Forma Statement of Operations reflects twelve months of amortization expense for the year ended December 31, 1999, assuming the transaction occurred on January 1, 1999. The Pro Forma adjustment to the Pro Forma Statement of Operations reflects three months of amortization expense for the three months ended March 31, 2000.