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<PAGE>
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
<PAGE>
Multex.com, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
March 31, 2000
(in thousands)
<TABLE>
<CAPTION>
Multex.com, Inc. BuzzCompany.com Inc. Adjustments Pro Forma
---------------- --------------------- ----------- ----------
<S> <C> <C> <C> <C>
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
========== ========== ========= ============
</TABLE>
2
<PAGE>
Multex.com, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Three Months Ended March 31, 2000
(in thousands)
<TABLE>
<CAPTION>
Sage Oneline, Inc
Pro Forma
Multex.com, Inc. Sage Online, Inc. BuzzCompany.com Inc. Adjustments
--------------- ----------------- --------------------- --------------
<S> <C> <C> <C> <C>
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
============== ============== ================ ==============
</TABLE>
<TABLE>
<CAPTION>
BuzzCompany.com Inc.
Pro Forma Pro Forma
Adjustments Combined
--------------- ---------------
<S> <C> <C>
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
============ ==============
</TABLE>
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<PAGE>
Multex.com. Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year ened December 31, 1999
(in thousands)
<TABLE>
<CAPTION>
Multex.com, Inc. Sage Online, Inc. BuzzCompany.com Inc.
---------------- ---------------- --------------------
<S> <C> <C> <C>
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 - -
================ =========== ============
</TABLE>
<TABLE>
<CAPTION>
Sage Online, Inc. BuzzCompany.com Inc
Pro Forma Pro Forma Pro Forma
Adjustments Adjustments Combined
----------------- ---------------- ------------------
<S> <C> <C> <C>
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
================ ================= ==================
</TABLE>
4
<PAGE>
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
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