-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JSwlZ3qV4esc2UChmh8gmiJzwHAjSEAeIDGjfUxjzNCOdZd4WNMF9dMsg2/MuU8W 7AF4c/8rn/rz1fnwexk6mQ== /in/edgar/work/20000602/0000950130-00-003260/0000950130-00-003260.txt : 20000919 0000950130-00-003260.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950130-00-003260 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000320 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTEX COM INC CENTRAL INDEX KEY: 0001061310 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-24559 FILM NUMBER: 648708 BUSINESS ADDRESS: STREET 1: 100 WILLIAM ST STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2128599800 MAIL ADDRESS: STREET 1: 33 MAIDEN LANE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: MULTEX SYSTEMS INC DATE OF NAME CHANGE: 19980508 8-K/A 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 20, 2000 ---------------------------- Multex.com, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-24559 22-3253344 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 William Street, 7th Floor, New York, New York 10038 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 607-2500 ---------------------------- Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) This Current Report on Form 8-K/A amends the Current Report on Form 8- K filed on April 5, 2000 to incorporate Item 7(a), Financial Statements of Business Acquired and Item 7(b), Pro Forma Financial Information. Item 2. ACQUISITION OF ASSETS - ------ --------------------- On March 20, 2000, Multex.com, Inc. (the "Registrant") acquired Sage Online, Inc., a Pennsylvania corporation ("Sage"), pursuant to a merger whereby the Registrant issued an aggregate of 354,183 shares of Registrant's common stock and $6,000,000 in cash in exchange for the common stock and options of Sage outstanding immediately prior to the consummation of the transaction. A copy of the Agreement and Plan of Reorganization is attached hereto as Exhibit ------- 2.1 and incorporated herein by reference. The amount of such consideration was - --- determined based upon arm's-length negotiations between Multex.com and Sage. The transaction is intended to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended. A copy of the press release issued by the Registrant on March 14, 2000 concerning the foregoing transaction is attached hereto as Exhibit 20.1, and ------------ incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS - ------ ------------------------------------------------------------------- (a) Financial Statements of Business Acquired. ----------------------------------------- The following appear as Exhibit 99.1 to this Current Report on Form 8- K/A and are incorporated into this document by reference: (i) Balance sheet of Sage Online, Inc. as of December 31, 1999, and the related statement as of operations and cash flows for the period January 1, 1999 to December 31, 1999. (b) Pro Forma Financial Information. ------------------------------- The following appear as Exhibit 99.3 to this Current Report on Form 8- K/A and are incorporated into this document by reference: (i) Unaudited condensed consolidated pro forma statements of operations for the period January 1, 1999 to December 31, 1999 and the period January 1, 2000 to March 31, 2000. (c) Exhibits. The following documents are filed as exhibits to this -------- report: 2.1 * Agreement and Plan of Reorganization dated as of 2 March 13, 2000 by and among Multex.com, Inc., Multex A Acquisition Corp., Sage Online, Inc., and the shareholders of Sage Online, Inc. 20.1 * Press Release of Registrant, dated March 14, 2000, announcing the execution of the Agreement and Plan of Reorganization. 23.1 Consent of Independent Accountants. 99.1 Consolidated balance sheet of Sage Online, Inc. as of December 31, 1999, and the related consolidated statement as of operations and cash flows for the period January 1, 1999 to December 31, 1999. 99.2 Unaudited condensed consolidated pro forma statements of operations for the period January 1, 1999 to December 31, 1999 and the period January 1, 2000 to March 31, 2000. ______________________ * Previously filed. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MULTEX.COM, INC. /s/ Isaak Karaev ---------------------------------------- Date: June 2, 2000 Isaak Karaev Chairman and Chief Executive Officer 4 Exhibit Index ------------- Exhibit 2.1 * Agreement and Plan of Reorganization dated as of March 13, 2000 by and among Multex.com, Inc., Multex A Acquisition Corp., Sage Online, Inc., and the shareholders of Sage Online, Inc. 20.1 * Press Release of Registrant, dated March 14, 2000, announcing the execution of the Agreement and Plan of Reorganization. 23.1 Consent of Independent Accountants. 99.1 Balance sheet of Sage Online, Inc. as of December 31, 1999, and the related statement as of operations and cash flows for the period January 1, 1999 to December 31, 1999. 99.2 Unaudited condensed consolidated pro forma statements of operations for the period January 1, 1999 to December 31, 1999 and the period January 1, 2000 to March 31, 2000. ______________________ * Previously filed. 5 EX-23.1 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 Consents of Ernst & Young LLP, Independent Auditors We consent to the use of our report dated May 4, 2000 with respect to the financial statements of Sage Online Inc., for the year ended December 31, 1999 included in the Amendment to Current Report (Form 8K/A) of Multex.com, Inc. /s/ Ernst & Young LLP New York, New York June 1, 2000 EX-99.1 3 0003.txt CONSOLIDATED BALANCE SHEET OF SAGE ONLINE, INC. EXHIBIT 99.1 Financial Statements Sage Online, Inc. December 31, 1999 Sage Online, Inc. Financial Statements December 31, 1999 Contents Report of Independent Auditors............................................ 1 Balance Sheet............................................................. 2 Statement of Operations................................................... 3 Statement of Stockholders' Deficiency..................................... 4 Statement of Cash Flows................................................... 5 Notes to Financial Statements............................................. 6
Report of Independent Auditors The Board of Directors and Stockholders Sage Online, Inc. We have audited the accompanying balance sheet of Sage Online, Inc. as of December 31, 1999, and the related statements of operations, stockholders' deficiency and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sage Online, Inc. as of December 31, 1999, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLC New York, New York May 4, 2000 1 Sage Online, Inc. Balance Sheet December 31, 1999 Assets Current assets: Cash and cash equivalents $ 84,202 Accounts receivable 49,584 Prepaid expenses and other current assets 1,895 --------------- Total current assets 135,681 Property and equipment, net 39,126 --------------- $ 174,807 =============== Liabilities and stockholders' deficiency Current liabilities: Note payable $ 124,002 Accounts payable 22,404 Accrued expenses 70,179 Deferred revenue 74,200 --------------- Total current liabilities 290,785 Commitments and contingencies Stockholders' deficiency: Common Stock, par value $.01 per share; 2,000,000 shares authorized, 900,000 shares issued and outstanding 9,000 Additional paid-in capital 564,649 Accumulated deficit (689,627) --------------- Total stockholders' deficiency (115,978) --------------- $ 174,807 ===============
See accompanying notes. 2 Sage Online, Inc. Statement of Operations Year ended December 31, 1999 Revenues $ 745,763 Operating expenses: Cost of services 969,523 Selling, general and administrative 245,814 ------------ Operating loss (469,574) Interest expense 18,338 ------------ Net loss $(487,912) ============ See accompanying notes. 3 Sage Online, Inc Statement of Stockholders' Deficiency Year ended December 31, 1999
Additional Common Paid-in Accumulated Stock Capital Deficit Total --------------------------------------------- Balance at December 31, 1998 $9,000 $229,530 $(201,715) $ 36,815 Contribution from affiliate 312,091 312,091 Contributions from stockholders 23,028 23,028 Net loss (487,912) (487,912) --------------------------------------------- Balance at December 31, 1999 $9,000 $564,649 $(689,627) $(115,978) ============================================
See accompanying notes. 4 Sage Online, Inc. Statement of Cash Flows Year ended December 31, 1999 Operating activities Net loss $(487,912) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 10,341 Non-cash interest expense 18,338 Changes in assets and liabilities: Accounts receivable 134,649 Prepaid expenses and other current assets 2,244 Accounts payable 478 Accrued expenses (57,134) Deferred revenue 64,200 ------------------- Net cash used in operating activities (314,796) ------------------- Investing activities Equipment purchases (4,595) ------------------- Net cash used in investing activities (4,595) ------------------- Financing activities Principal payments on note payable (11,787) Contribution from stockholders 23,028 Contribution from affiliate 312,091 ------------------- Net cash provided by financing activities 323,332 ------------------- Net increase in cash and cash equivalents 3,941 Cash and cash equivalents, beginning of year 80,261 ------------------- Cash and cash equivalents, end of year $ 84,202 ===================
See accompanying notes. 5 Sage Online, Inc. Notes to Financial Statements December 31, 1999 1. Organization Sage Online, Inc. (the "Company") is an online provider of live events and interactive community for personal finance, including mutual fund and equity content, chat rooms, forums and message boards. 2. Summary of Significant Accounting Policies Cash and Cash Equivalents Cash equivalents include all highly-liquid investments with maturities of three months or less when purchased. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method, ranging from five to seven years. Income Taxes The Company uses the liability method to account for income taxes. Deferred taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities. Advertising The Company expenses the costs of advertising as incurred. Advertising expense for the year ended December 31, 1999 was approximately $28,400. Revenue Recognition Revenues from marketing service agreements are recognized in equal installments over the term of the agreement. Non-marketing service revenues from book sales and advertising are recognized upon sale. 6 Sage Online, Inc. Notes to Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Deferred Revenue Deferred revenue represents the unamortized portion of marketing services received in advance. Stock-Based Compensation As permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation ("Statement 123"), the Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25") and related interpretations in accounting for its employee stock-based compensation. Under APB 25, no compensation expense is recognized at the time of option grant if the exercise price of the employee stock option is fixed and equals or exceeds the fair market value of the underlying common stock on the date of grant, and the number of shares to be issued pursuant to the exercise of such option are known and fixed at the grant date. The Company accounts for non-employee stock-based compensation in accordance with Statement 123. Start-Up Activities In 1999, the Company adopted Statement of Position 98-5, Reporting on the Cost of Start-Up Activities, which requires costs of start-up activities to be expensed as incurred. This statement had no effect on the Company's financial position or results of operations because the Company expensed such costs as incurred in 1999. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and note payable approximate their fair values. 7 Sage Online, Inc. Notes to Financial Statements (continued) 3. Property and Equipment Property and equipment at December 31, 1999 consists of the following: Furniture and fixtures $ 3,698 Equipment 53,390 ----------- 57,088 Less accumulated depreciation 17,962 ----------- $ 39,126 =========== 4. Note Payable On December 1, 1997, the Company entered into a loan agreement with a financial institution to fund its working capital. Under the terms of the agreement, the Company could borrow a maximum of $100,000 by November 30, 1998. The Company is required to make quarterly payments based upon 3% of the Company's revenues. The loan is required to be repaid by July 1, 2004, and maximum repayment amount is limited to three times the funds borrowed. As of December 31, 1999, the note payable of $124,002 is comprised of net drawdowns of $73,376 and an accretion of interest of $50,626, as defined in the agreement. The Company incurred interest expense of $18,354 during the year ended December 31, 1999. The loan is secured by first security lien in the Company's technology. This note was repaid subsequent to year-end. 5. Income Taxes Deferred income taxes are determined using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilties (i.e. temporary differences) and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. No deferred tax asset or liability exists at December 31, 1999 or 1998. The Company has elected to be treated under Subchapter S of the Internal Revenue Code for federal and state purposes. Accordingly, no provision is made for federal or state taxes. 6. Common Stock The Company's Board of Directors approved a one-thousand-to-one stock split on May 27, 1999. 8 Sage Online, Inc. Notes to Financial Statements (continued) 7. Stock Options Effective May 27, 1999, the Company adopted the 1999 Stock Incentive Plan (the "1999 Plan"), which authorizes the grant of options to purchase common stock of the Company. Under the 1999 Plan, incentive stock options and non-qualified stock options for an aggregate maximum of 100,000 shares of common stock are available for grant, of which none remain available for grant at December 31, 1999. The exercise price of all incentive stock options granted under the 1999 Plan must be at least equal to the fair market value of the shares on the date of grant. Options granted pursuant to the 1999 Plan will have terms not to exceed 10 years and become exercisable over a vesting period as specified in such options. The Board of Directors may accelerate the exercisability of any or all outstanding options at any time, for any reason. The 1999 Plan will terminate no later than 2008. Options granted under the plan are nontransferable, other than by will or by the laws of descent and distributions, and may be exercised during the optionee's lifetime, only by the optionee. The 1999 Plan provides for an adjustment of the number of shares exercisable in the event of a merger, consolidation, recapitalization, change in control, stock split, stock dividend, combination of shares or other similar changes. The holders of options are required to enter into agreements with the Company that place certain restrictions upon their ability to sell or otherwise transfer such shares. In the event of termination of employment of the option holder by the Company, the Company can repurchase all of the shares or options held by such individuals, generally for an amount equal to the fair value of such shares or the excess of the fair value of such options over their exercise price. In the event of termination of employment, no further installments of the option holder's options shall become exercisable, and the options shall terminate after the passage of 90 days from the date of termination. The following table summarizes the activity under the 1999 Plan relating to the incentive stock options:
Number of Shares Exercise Price Outstanding Exercisable of Options -------------------------------------------------------- Outstanding at December 31, 1998 - - $ - Granted 100,000 - 10.00 Canceled - - - -------------------------------------------------------- Outstanding at December 31, 1999 100,000 - $10.00 ========================================================
9 Sage Online, Inc. Notes to Financial Statements (continued) 7. Stock Options (continued) The weighted-average fair value of options granted during 1999 was $2.51, and the weighted-average remaining contractual life of options outstanding at December 31, 1999 was 9.42 years. Pro forma information regarding compensation expense and net income is required by Statement 123 and has been determined as if the Company had been accounting for its employee stock options under the fair value method of that statement. The fair value of these options was estimated at the date of grant using the minimum value method for non-public companies permitted by Statement 123 with the following assumptions for 1999: weighted-average risk-free rate was 5.78%, an expected dividend yield of zero and a weighted-average expected life of such options of 5 years. Option valuation methods require the input of highly subjective assumptions including the expected life of the option. Because the Company's employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimates, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. For the purpose of pro forma disclosures, the estimated fair value of the options granted is amortized to expense over the option's vesting periods. On a pro forma basis, the Company's net loss for the year ended December 31, 1999 would have been approximately $525,000. These amounts may not be indicative of the pro forma effect of Statement 123 for future periods in which options may be granted. 8. Commitments and Contingencies Leases The Company has a lease agreement for its office space. Minimum future lease payments due by fiscal year are as follows as of December 31, 1999: Fiscal year 2000 $26,156 2001 26,156 2002 8,719 -------- $61,031 ======== 10 Sage Online, Inc. Notes to Financial Statements (continued) 8. Commitments and Contingencies (continued) Rent expense under operating leases was approximately $26,000 for the year ended December 31, 1999. 9. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit consist principally of cash investments and accounts receivables. The Company places its cash with major financial institutions. With respect to accounts receivable, the Company performs ongoing credit evaluations of its customers' financial condition and does not require collateral. During fiscal 1999, the Company was economically dependent on one customer for the majority of its revenue. Such customer represented approximately 41% of the Company's revenues for the year ended December 31, 1999. 10. Related-Party Transactions During 1999, the three stockholders contributed $23,028 to finance the Company's working capital. During 1999, an affiliate of the Company through common ownership contributed $162,091 to finance the Company's working capital and $150,000 to pay for the officers and stockholders salaries. 11. Subsequent Events On March 13, 2000, the stockholders entered into an agreement to merge the Company with Multex.com ("Multex"), a leading financial e-marketplace provider. Under the terms of the agreement, Multex will, among other things, acquire for cash and common stock, 100% of the stock of the Company. The merger was effective March 20, 2000, subsequently the Company became a wholly-owned subsidiary of Multex. 11 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. -----END PRIVACY-ENHANCED MESSAGE-----