EX-99.3 4 0004.txt UNAUDITED PRO FORMA STATEMENT OF OPERATIONS Exhibit 99.3 ACQUISITION OF BUZZCOMPANY.COM INC. On May 10, 2000, Multex.com, Inc. ("Multex") completed its acquisition with BuzzCompany.com Inc. a Delaware Corporation ("Buzz") pursuant to an Agreement and Plan of Merger dated May 10, 2000 by and between Multex.com, Inc., Multex B Acquisition Corporation, a wholly-owned subsidiary of Multex ("Merger Sub"), and Buzz and the shareholders of Buzz. The acquisition was accomplished through the merger of Merger Sub with and into Buzz. Consideration payable by Multex was determined as a result of negotiation between Multex and Buzz. Consideration paid consisted of approximately 1,058,000 shares of common stock of Multex and approximately $500,000 in cash. Total purchase price for this acquisition was approximately $23.5 million. The difference between the fair market value of Buzz's net tangible assets and purchase price will be accounted for as goodwill and will be amortized over ten years, the expected benefit period. 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 acquisitions of Buzz and Sage as if they had occurred on January 1, 1999. The pro forma statement of operations is based on historical results of operations of Multex, Buzz 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 of Buzz as if it had occurred on March 31, 2000. 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, Buzz and Sage and notes thereto. These pro forma statements do not purport to be indicative of the consolidated results of operations or financial position which would have been achieved had the operations or financial position which would have been achieved had the transactions described above taken place at the dates indicated and should not be construed as representative of the Company's consolidated financial position or consolidated results of operations for any future date or period. 1 Multex.com, Inc. Unaudited Pro Forma Condensed Consolidated Balance Sheet March 31, 2000 (in thousands)
Multex.com, Inc. BuzzCompany.com Inc. Adjustments Pro Forma ---------------- --------------------- ----------- ---------- Assets Current assets: Cash and cash equivalents $4,310 $145 ($500) (a) $3,955 Marketable securities 42,900 - - 42,900 Accounts receivable, net 12,250 537 - 12,787 Other current assets 2,006 12 - 2,018 ------------ ---------- ---------- ------------ Total current assets 61,466 694 (500) 61,660 Property and equipment, net 20,638 462 - 21,100 Capitalized computer software, net - 44 - 44 Goodwill 16,987 - 23,004 (a) 39,991 Other 1,897 268 - 2,165 ------------ ---------- ---------- ------------- Total assets $100,988 $1,468 $22,504 $124,960 ============ ========== ========== ============ Liabilities and stockholders' equity Current liabilities: Accounts payable $2,762 $559 $226 $3,547 Accrued expenses 4,543 55 - 4,598 Long term debt - 99 - 99 Current portion of capital lease obligations 198 58 - 256 Deferred revenues 6,337 95 - 6,432 Dividend payable - 45 - 45 ------------ ---------- ---------- ------------- Total current liabilities 13,840 911 226 14,977 Capital lease obligations 159 - - 159 Deferred rent 2,662 34 - 2,696 Other liabilities 24 - - 24 ------------- ---------- --------- ------------ Total long term liabilities 2,845 34 - 2,879 Preferred Stock, $.01 par value, 5,000,000 shares, none issued and outstanding at March 31, 2000 - - - - Common stock, $.01 par value 292 111 (100) (a) 303 Additional paid-in capital 157,992 1,483 22,378 (a) 181,853 Accumulated deficit (62,218) (1,071) - (63,289) Deferred equity consideration (11,720) - - (11,720) Accumulated other comprehensive loss (43) - - (43) ---------- ---------- --------- ------------ Total stockholders' equity 84,303 523 22,278 107,104 Total liabilities and stockholders' equity $100,988 $1,468 $22,504 $124,960 ========== ========== ========= ============
2 Multex.com, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations Three Months Ended March 31, 2000 (in thousands)
Sage Oneline, Inc Pro Forma Multex.com, Inc. Sage Online, Inc. BuzzCompany.com Inc. Adjustments --------------- ----------------- --------------------- -------------- Revenues $16,083 $253 $905 $ - Cost of revenues 3,968 1,114 587 - ------------- -------------- ---------------- ----------- Gross profit 12,115 (861) 318 - Operating expenses: Sales and marketing 6,240 3 143 - Research & development 2,255 - - - General and administrative 6,347 98 982 431(b) ------------- -------------- ---------------- ----------- Total operating expenses 14,842 101 1,125 431 ------------- -------------- ---------------- ------------ Loss from operations (2,727) (962) (807) (431) Other income (expense) Interest income 710 - 1 - Interest expense (13) (24) (4) - ------------- -------------- ---------------- ------------ Loss from continuing operations before income tax expense (2,030) (986) (810) (431) Income taxes (47) - - - ------------- -------------- ---------------- ------------ Net loss ($2,077) ($986) ($810) ($431) ============== ============== ================ ============ Earnings (loss) per commom share-basic and diluted: Net loss ($0.07) - - - ============== ============== ================ ============== Number of shares used in computed basic and diluted loss per share 28,297 - - 354 ============== ============== ================ ==============
BuzzCompany.com Inc. Pro Forma Pro Forma Adjustments Combined --------------- --------------- Revenues $ - $17,241 Cost of revenues - 5,669 ------------- ------------- Gross profit - 11,572 Sales and marketing - 6,386 Research & development - 2,255 General and administrative 575 (b) 8,433 ------------ ------------- Total operating expenses 575 17,074 ------------ ------------- Other income (expense) (575) (5,502) Interest income - 711 Interest expense - (41) ------------ ------------- Loss from continuing operations before income tax expense (575) (4,832) Income taxes - (47) ------------ -------------- Net loss ($575) ($4,879) ============= ============== Earnings (loss) per common share - basic Net loss - ($0.16) ============ ============== Number of shares used in computed basic and diluted loss per share 1,058 29,709 ============ ==============
3 Multex.com. Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations Year ened December 31, 1999 (in thousands)
Multex.com, Inc. Sage Online, Inc. BuzzCompany.com Inc. ---------------- ---------------- -------------------- Revenues $40,850 $746 $2,881 Cost of revenues 10,569 970 1,513 ---------------- ----------- ------------ Gross profit 30,281 (224) 1,368 Operating expenses: Sales and marketing 26,379 28 526 Research & development 6,301 - 74 General and administrative 18,414 218 1,265 ---------------- ----------- ------------ Total operating expenses 51,094 246 1,865 ---------------- ----------- ------------ Loss from operations (20,813) (470) (497) Other income (expense) Acquisition expenses (5,713) - - Interest expense (114) (18) (8) Interest and investment income 2,359 - 16 ---------------- ----------- ------------ Loss from continuing operations before tax expense (24,281) (488) (489) Income taxes 1,030 - - ---------------- ----------- ------------ Loss from operations (25,311) (488) (489) Discontinued operations Income (loss) from discontinued operations 106 - - Gain on sale of discontinued operations, net of taxes 226 - - ---------------- ----------- ------------ 332 - - ---------------- ----------- ------------ Net loss (24,979) (488) (489) ---------------- ----------- ------------ Redeemable preferred stock dividends 1,188 - - ---------------- ----------- ------------ Net loss attributable to common stockholders' ($26,167) ($488) ($489) ================ =========== ============ Earnings (loss) per common share - basic and diluted: Continuing operations, net of redeemable preferred stock dividends ($1.17) - - ================ =========== ============ Discontinued operations $0.01 - - ================ =========== ============ Net loss ($1.15) - - ================ =========== ============ Number of shares used in computing basic and diluted loss per share 22,688 - - ================ =========== ============
Sage Online, Inc. BuzzCompany.com Inc Pro Forma Pro Forma Pro Forma Adjustments Adjustments Combined ----------------- ---------------- ------------------ Revenues $ - $ - $44,477 Cost of revenues - 13,052 ---------------- ----------------- ------------------ Gross profit - - 31,425 Operating expenses: Sales and marketing - - 26,933 Research & development - - 6,375 General and administrative 1,725 (b) 2,300 (b) 23,922 ---------------- ----------------- ------------------ Total operating expenses 1,725 2,300 57,230 ---------------- ----------------- ------------------ Loss from operations (1,725) (2,300) (25,805) Other income (expense) Acquisition expenses - - (5,713) Interest expense - - (140) Interest and investment income - - 2,375 ---------------- ----------------- ------------------ Loss from continuing operations before tax expense) (1,725) (2,300) (29,283) Income taxes - - 1,030 ---------------- ----------------- ------------------ Loss from operations (1,725) (2,300) (30,313) Discontinued operations Income (loss) from discontinued operations - - 106 Gain on sale of discontinued operations, net of taxes - - 226 ---------------- ----------------- ------------------ - - 332 ---------------- ----------------- ------------------ Net loss (1,725) (2,300) (29,981) ---------------- ----------------- ------------------ Redeemable preferred stock dividends - - 1,188 ---------------- ----------------- ------------------ Net loss attributable to common stockholders' ($1,725) ($2,300) ($31,169) ================ ================= ================== Earnings (loss) per common share - basic and diluted: Continuing operations, net of redeemable preferred stock dividends - - ($1.31) ================ ================= ================== Discontinued operations - - $0.01 ================ ================= ================== Net loss - - ($1.29) ================ ================= ================== Number of shares used in computing basic and diluted loss per share 354 1,058 24,100 ================ ================= ==================
4 PRO FORMA ADJUSTMENTS AND ASSUMPTIONS (a) On May 10, 2000, Multex.com, Inc. ("Multex") acquired BuzzCompany.com Inc. ("Buzz") for approximately $23.5 million including acquisition costs pursuant to the Agreement and Plan of Merger dated May 10, 2000 (the "Buzz Merger Agreement), among Multex, Buzz and stockholders of Buzz. Pursuant to the terms of the Buzz Merger Agreement, Buzz 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 Buzz consisted of the following: (in thousands) 1,058,000 shares of Multex common stock valued at $21.55 per share $22,800 Cash paid 500 Acquisition costs 226 ------------------ Total consideration $23,526 ================== The following represents the allocation of the purchase price over the historical net book value of the acquired assets and liabilities of Buzz at March 31, 2000, and is for illustrative pro forma purposes only. Actual fair values have been based on financial information as of the acquisition date (May 10, 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 March 31, 2000, the allocation would have been as follows: (in thousands) Assets acquired: Cash and cash equivalents $ 145 Accounts receivable, net 537 Prepaid expenses and other current assets 12 Property and equipment 505 Other assets 268 Goodwill 23,004 ------- 24,471 Liabilities assumed (945) -------- $ 23,526 ======== This allocation is preliminary and may be subject to change upon evaluation of the fair value of Buzz'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 Buzz at March 31, 2000 to the allocated purchase price assuming the transaction had occurred on March 31, 2000. (b) Goodwill for Buzz and Sage 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. 5