<PAGE>
Exhibit 99(c)
ACQUISITION OF RESUMIX, INC.
On May 11, 2000, HotJobs.com, Ltd., a Delaware corporation (the "Company"),
completed its acquisition of Resumix, Inc.("Resumix"), a Delaware corporation,
pursuant to an Agreement and Plan of Merger, dated April 25, 2000.
The consideration payable by the Company was determined as a result of
negotiation between the Company and certain stockholders of Resumix owning in
the aggregate approximately 99.1% of the outstanding capital stock of Resumix
received, in exchange for their outstanding shares of preferred stock and
common stock of Resumix. The consideration paid consisted of 3,560,019 shares
of common stock of the Company, of which 359,282 will be held in escrow for
one year from the May 11, 2000 closing date pending satisfaction of certain
conditions. As a result of the merger, all other stockholders of Resumix who
were not "accredited investors" received, in exchange for each of their
shares of common stock of Resumix, an amount in cash of approximately
$392,000. In addition, the Company assumed Resumix's existing stock option
plans, resulting in the potential additional issuance of approximately
1,100,000 shares of the Company's common stock upon the exercise of Resumix
employee stock options.
The total purchase price for this transaction was approximately $45.5 million.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
The Unaudited Condensed Consolidated Pro Forma Statement of Operations (the "Pro
Forma Statements of Operations") for the year ended December 31, 1999 and for
the three months ended March 31, 2000 gives effect to the acquisition of Resumix
Inc. (the "Acquisition") 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 HotJobs.com Ltd.and Resumix Inc. for the year ended
December 31, 1999 and three months ended March 31, 2000 respectively. The
Unaudited Condensed Consolidated Pro Forma Balance Sheet (the "Pro Forma Balance
Sheet") gives effect to the Acquisition as if it had occurred on March 31, 2000.
The Pro Forma Financial Information is intended for informational purposes only
and is not necessarily indicative of the future financial position or future
results of operations of the consolidated Company after the Acquisition or of
the financial position or results of operations of the consolidated Company that
would have actually occurred had the Acquisition been effected on the dates
indicated or which may be obtained in the future.
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. We have included the historical financial statements
of Resumix elsewhere in this document.
<PAGE>
HOTJOBS.COM, LTD.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
HOTJOBS.COM RESUMIX ADJUSTMENTS PRO FORMA
--------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 76,517,353 $ 2,560,000 $ - $ 79,077,353
Marketable securities 47,731,660 - - 47,731,660
Accounts receivable, net 10,169,403 4,880,000 - 15,049,403
Prepaid expenses and other current assets 2,505,719 976,000 - 3,481,719
--------------- --------------- ---------------- ----------------
Total current assets 136,924,135 8,416,000 - 145,340,135
Property and equipment, net 8,463,700 1,801,000 - 10,264,700
Goodwill and other intangible assets, net - - 42,546,070 (a) 42,546,070
Other Assets 419,753 66,000 - 485,753
--------------- --------------- ---------------- ----------------
Total assets $ 145,807,588 $ 10,283,000 $ 42,546,070 $198,636,658
=============== =============== ================ ================
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses $ 11,239,361 $ 2,181,000 $ 2,092,456 (a) $ 15,512,817
Deferred revenue - current portion 7,151,332 7,119,000 (2,000,000) (c) 12,270,332
Notes payable and other borrowings- current portion 808,876 - - 808,876
--------------- --------------- ---------------- ----------------
Total current liabilities 19,199,569 9,300,000 92,456 28,592,025
Notes payable and other borrowings- excluding current portion 833,612 - - 833,612
Deferred revenue, excluding current portion 1,633,061 - - 1,633,061
-
--------------- --------------- ---------------- ----------------
Total liabilities 21,666,242 9,300,000 92,456 31,058,698
Stockholders' equity:
Convertible preferred stock - 36,653,000 (36,653,000) -
Common stock 318,546 979,000 (943,400) (a) 354,146
Other stockholders' equity 123,822,800 (36,649,000) 80,050,014 (a) 167,223,814
-
--------------- --------------- ---------------- ----------------
Total stockholders' equity 124,141,346 983,000 42,453,614 167,577,960
--------------- --------------- ---------------- ----------------
Commitments and contingencies
--------------- --------------- ---------------- ----------------
Total liabilities and stockholders' equity $ 145,807,588 $ 10,283,000 $ 42,546,070 $198,636,658
=============== =============== ================ ================
</TABLE>
See accompanying notes to unaudited condensed consolidated pro forma financial
statements.
<PAGE>
HOTJOBS.COM, LTD.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
HOTJOBS.COM RESUMIX ADJUSTMENTS PRO FORMA
------------------ ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Revenues $20,673,814 $28,557,000 $ (2,000,000) (c) $47,230,814
Cost of revenues 3,490,496 9,980,000 - 13,470,496
------------------ ---------------- ----------------- ----------------
Gross profit 17,183,318 18,577,000 (2,000,000) 33,760,318
Operating expenses:
Product development and R&D 996,228 8,827,000 - 9,823,228
Sales and marketing 23,634,186 13,380,000 - 37,014,186
General and administrative 11,666,133 3,452,000 14,182,023 (a) 29,300,156
------------------ ---------------- ----------------- ----------------
Total operating expenses 36,296,547 25,659,000 14,182,023 76,137,570
------------------ ---------------- ----------------- ----------------
Loss from operations (19,113,229) (7,082,000) (16,182,023) (42,377,252)
Net interest income (expense) 1,296,773 (1,317,000) - (20,227)
Other income - 106,000 - 106,000
------------------ ---------------- ----------------- ----------------
Net loss before income taxes (17,816,456) (8,293,000) (16,182,023) (42,291,479)
Deemed dividend atttributable to issuance of
convertible preferred stock (16,200,000) - - (16,200,000)
Income tax benefit - 177,000 - 177,000
------------------ ---------------- ----------------- ----------------
Net loss attributable to common stcokholders $ (34,016,456) $ (8,116,000) $ (16,182,023) $ (58,314,479)
================== ================ ================= ================
Basic and diluted net loss per common share $ (1.46) $ (2.17)
================== ================
Weighted average common shares outstanding 23,334,936.00 3,560,019 (b) 26,894,955
================== ================= ================
</TABLE>
See accompanying notes to unaudited condensed consolidated pro forma financial
statements.
<PAGE>
HOTJOBS.COM, LTD.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
HOTJOBS.COM RESUMIX ADJUSTMENTS PRO FORMA
---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Revenues $13,879,610 $6,050,000 $ (500,000) (c) $19,429,610
Cost of revenues 2,496,860 2,154,000 - 4,650,860
---------------- ---------------- ----------------- ----------------
Gross profit 11,382,750 3,896,000 (500,000) 14,778,750
Operating expenses:
Product development and R&D 942,409 1,528,000 - 2,470,409
Sales and marketing 19,682,615 1,865,000 - 21,547,615
General and administrative 4,969,837 915,000 3,545,506 (a) 9,430,343
---------------- ---------------- ----------------- ----------------
Total operating expenses 25,594,861 4,308,000 3,545,506 33,448,367
---------------- ---------------- ----------------- ----------------
Loss from operations (14,212,111) (412,000) (4,045,506) (18,669,617)
Net interest income 1,904,703 7,000 - 1,911,703
Other expense - (83,000) - (83,000)
---------------- ---------------- ----------------- ----------------
Net loss (12,307,408) (488,000) (4,045,506) (16,840,914)
================ ================ ================= ================
Basic and diluted net loss per common share (0.39) (0.48)
================ ================
Weighted average common shares outstanding 31,569,033 3,560,019 (b) 35,129,052
================ ================= ================
</TABLE>
See accompanying notes to unaudited condensed consolidated pro forma financial
statements.
<PAGE>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
(a) On May 11, 2000, HotJobs.com, Ltd. ("HotJobs") acquired Resumix, Inc.
("Resumix") for approximately $45.5 million including acquisition costs
pursuant to the terms of an Agreement and Plan of Merger dated April 25,
2000 (the "Resumix Merger Agreement"), among HotJobs, Resumix Acquisition
Corp., Resumix, Ceridian Corporation, General Atlantic Partners 48, L.P.,
Gap Coinvestment Partners, L.P., Double Diamond Associates, LLC and
Stephen J. Ciesitski. Pursuant to the terms of the Resumix Merger
Agreement, Resumix Acquisition Corp., a wholly-owned subsidiary of
HotJobs, merged with and into Resumix and Resumix became a wholly-owned
subsidiary of HotJobs. The acquisition will be accounted for as a
purchase business combination. The consideration paid by HotJobs in
connection with the acquisition of Resumix consisted of the following:
3,560,019 shares of HotJobs common stock valued at approximately $39.4
million. In addition, stockholders not considered "accredited
investors" received, in exchange for each of their shares of common
stock of Resumix, an amount in cash of approximately $392,000. In
addition, the Company assumed Resumix's existing stock option plans,
resulting in the potential additional issuance of approximately
1,100,000 shares of the Company's common stock upon the exercise of
Resumix employee stock options. These options have a ten year term,
with exercise prices of $1.41, $8.00 and $12.24 per share, resulting in
an addition to the purchase price of approximately $4 million. The
Company has estimated acquisition costs of approximately $1.7 million.
The following represents the allocation of the purchase price over the
historical net book values of the acquired assets and liabilities of Resumix at
March 31, 2000, and is for illustrative pro forma purposes only. Actual fair
values will be based on financial information as of the acquisition date (May
11, 2000).
The allocation is preliminary and may be subject to change upon evaluation of
the fair value of Resumix's acquired assets and liabilities as of the
acquisition date as well as the potential identification of certain intangible
assets. We cannot assure that the actual fair values will not differ
significantly from the net book values reflected in the pro forma financial
information.
Assuming the transaction had occurred on March 31, 2000, the allocation would
have been as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------
Assets acquired:
------------------------------------------------------------
<S> <C>
Cash $ 2,560,000
------------------------------------------------------------
Accounts receivables 4,880,000
------------------------------------------------------------
Prepaid royalties 580,000
------------------------------------------------------------
Other assets 396,000
------------------------------------------------------------
Property and equipment 1,801,000
------------------------------------------------------------
Other non-current assets 66,000
------------------------------------------------------------
Goodwill and other intangibles 42,546,070
------------------------------------------------------------
-----------
------------------------------------------------------------
Liabilities assumed (7,300,000)
------------------------------------------------------------
-----------
------------------------------------------------------------
Purchase price $45,529,070
------------------------------------------------------------
===========
------------------------------------------------------------
</TABLE>
The Pro Forma adjustment reconciles the historical balance sheet of Resumix at
March 31, 2000 to the allocated purchase price assuming the transaction had
occurred on March 31, 2000.
Goodwill and other intangible assets are amortized over a period of three years,
the expected period of benefit. The Pro Forma adjustment to the statements of
operations reflects twelve months of amortization expense for the year ended
December 31, 1999, assuming the transaction occurred on January 1, 1999 and
three months of amortization expense for the three months ended March 31, 2000,
assuming the transaction occurred on January 1, 2000, respectively. The value of
the goodwill and intangible assets as of March 30, 2000 would have been
approximately $42.5 million.
(b) In connection with the acquisition of Resumix, the Company issued
3,560,019 shares of HotJobs' common stock, par value $.01 per share, to
Resumix shareholders who were accredited investors. The pro forma basic
net loss per common share is computed by dividing the net loss
attributable to the calculation of the weighted average number of shares
outstanding. The calculation of the weighted average number of shares
outstanding assumes that shares issued in connection with the acquisition
were outstanding for the entire periods.
(c) Deferred revenue has been adjusted to reflect the estimated future
costs to be incurred in servicing the Company's deferred arrangements.
The adjustment is preliminary and the Company is in the process of
analyzing these costs to calculate a more accurate estimate of future
costs.
