SALESTACTIX, INC. (F/K/A AGE RESEARCH, INC.)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

 

DECEMBER 31, 2003

 

ASSETS

"AGER"

"NBD"

"PROSP"

"SALES"

Adjustments

Pro Forma

Cash

$ 27

$ 36,120

$ -

$ 870

20,424

(9)

$ 57,441

Accounts receivable

1,070

-

-

-

1,070

Intercompany receivable

5,467

-

-

(5,467)

(1)

-

Other current assets

746

-

-

746

Total current assets

1,097

42,333

-

870

59,257

Property and equipment, net

-

-

-

1,680

56,600

(4)

58,280

Intangible assets, net

-

-

83,333

-

5,969,706

(4)

14,047,947

5,597,450

(7)

2,397,458

(8)

Other Assets

-

1,579

-

-

6,000,000

(2)

1,579

26,306

(3)

(6,026,306)

(4)

5,600,000

(5)

(2,550)

(6)

(5,597,450)

(7)

2,400,000

(8)

(2,400,000)

(9)

TOTAL ASSETS

$ 1,097

$ 43,912

$ 83,333

$ 2,550

$ 14,167,063

LIABILITIES AND

SHAREHOLDERS' DEFICIT

Accounts payable and accrued expenses

$ 12,221

$ 14,273

$ 13,986

$ -

17,882

(9)

$ 58,362

Deferred revenue

-

17,550

47,175

-

64,725

Intercompany payable

-

-

5,467

-

(5,467)

(1)

-

Notes payable to officers

14,800

48,100

7,000

-

69,900

Total current liabilities

27,021

79,923

73,628

-

192,987

Shareholders' capital

935,023

5,000

125,000

2,000

6,000,000

(2)

14,935,023

(130,000)

(3)

5,600,000

(5)

(2,000)

(6)

2,400,000

(8)

Accumulated deficit

(960,947)

(41,011)

(115,295)

550

156,306

(3)

(960,947)

(550)

(6)

TOTAL LIABILITIES AND

STOCKHOLDERS' DEFICIT

$ 1,097

$ 43,912

$ 83,333

$ 2,550

$ 14,167,063


SALESTACTIX, INC. (F/K/A AGE RESEARCH, INC.)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 

DECEMBER 31, 2003

 

"AGER"

"NBD"

"PROS"

"SALES"

Adjustments

Pro Forma

Revenues

$ 6,796

$ 602,626

$ 46,107

$ 87,266

$ 742,795

Cost and expenses:

Cost of revenues

885

309,787

37,517

2,200

350,389

Amortization of intangible assets

-

-

41,667

-

2,792,923

(12)

2,834,590

Selling, general and administrative

144,541

331,577

81,187

25,238

582,543

145,426

641,364

160,371

27,438

3,767,522

Operating (loss)

(138,630)

(38,738)

(114,264)

59,828

(3,024,727)

Other income (expenses)

(628)

(1,473)

(230)

(557)

(2,888)

(Loss) before income taxes

(139,258)

(40,211)

(114,494)

59,271

(3,027,615)

Income taxes(11)

800

800

800

-

2,400

Net (loss)

$ (140,058)

$ (41,011)

$ (115,294)

$ 59,271

$ (3,025,215)

Net (loss) per share-basic and diluted

$ (0.06)

$ (8.20)

$ (0.01)

$ 59.27

$ (0.90)

Weighted average number of shares (10)

2,181,218

5,000

10,000,000

1,000

1,166,667

3,347,885


SALESTACTIX, INC. (F/K/A AGE RESEARCH, INC.)

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNADUITED)

 

DECEMBER 31, 2003

 

NOTE 1 - BASIS OF PRESENTATION

 

On June 20, 2004, SalesTactix, Inc. (F/k/a Age Research, Inc., "STCX" or "SALESTACTIX") acquired all outstanding shares of NBD Marketing, Inc. ("NBD") in exchange for 7,500,000 shares of STCX common stock Prior to, and in connection with, the NBD transaction, NBD acquired all of the issued and outstanding shares of ProspectWorks, Inc. ("PROSPECTWORKS") in exchange for 340 shares of NBD common stock. As a result of these transactions, NBD became a wholly-owned subsidiary of SALESTACTIX, and PROSPECTWORKS became its indirect, wholly-owned subsidiary.

 

On June 21, 2004, SALESTACTIX acquired all outstanding shares of SalesWare, Inc. ("SALESWARE") in exchange for 7,000,000 shares of STCX common stock.

On June 22, 2004, SALESTACTIX acquired certain assets and liabilities, including customer contracts and intellectual property of CRM SalesWare, Inc. ("CRM") through its acquisition subsidiary, xSellsys, Inc. ("XSELLSYS"). XSELLSYS acquired certain assets and liabilities of CRM in exchange for the issuance of 1,000 shares of its common stock, constituting 100% of its issued and outstanding shares, to CRM SalesWare. Shortly thereafter, the SALESTACTIX acquired all of the outstanding shares of XSELLSYS for 3,000,000 shares of its common stock to CRM, the sole shareholder of XSELLSYS, in exchange for all of the outstanding shares of XSELLSYS. CRM intends to distribute the shares of the STCX common stock it acquired to its shareholders.

 

The accompanying unaudited pro forma combined condensed balance sheet is presented as if the acquisitions occurred on December 31, 2003. The unaudited pro forma and combined statement of operations is presented as if the acquisitions had occurred on January 1, 2003. All material adjustments to reflect the acquisitions are set forth in the column "Pro Forma Adjustments."

 

The pro forma data is for informational purposes only and may not necessarily reflect future results of operations or financial position or what the results of operations or financial position would have been had STCX, NBD, PROSPECTSWORKS, SALESWARE and CRM been operating as combined entities for the period presented. The unaudited pro forma combined condensed financial statements should be read in conjunction with the historical financial statements, including notes thereto, of STCX, NBD, PROSPECTSWORKS, SALESWARE and CRM included in our Form 10-KSB for the year ended December 31, 2003, and with the historical financial statements of NBD, PROSPECTWORKS, SALESWARE AND CRM included elsewhere in this Form 8-K.

In accordance with the rules and regulations of the SEC, unaudited financial statements may omit or condense information and disclosures normally required for a complete set of financial statements prepared in accordance with generally accepted accounting principles. However, management believes that the notes to the financial statements contain disclosures adequate to make the information presented not misleading.

 

The pro forma financial statements are prepared in conformity with generally accepted accounting principles, which require management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

 

The unaudited pro forma financial statements are presented for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of the combined company

 

The pro forma financial statements have been prepared on the basis of assumptions relating to the allocation of the consideration paid to the acquired assets and liabilities of NBD, PROSPECTWORKS, SALESWARE and CRM, based on management's best estimates.


NOTE 1 - - BASIS OF PRESENTATION (Continued)

 

Following is a summary of the preliminary estimate of the total purchase price for the NBD, PROSPECTWORKS, SALESWARE AND CRM acquisitions (in thousands, as of December 31, 2003):

 

NBD and PROSPECTWORKS

 

 

Value of 7,500,000 shares of STCX common stock issued

$ 6,000

Liabilities assumed

148

 

 

Total purchase price

$ 6,148

 

SALESWARE

 

 

Value of 7,000,000 shares of STCX common stock issued

$ 5,600

Liabilities assumed

-

 

 

Total purchase price

$ 5,600

 

XSELLSYS and CRM

 

 

Value of 3,000,000 shares of STCX common stock issued

$ 2,400

Liabilities assumed

18

 

 

Total purchase price

$ 2,418

 

Management is in the process of obtaining a final allocation of the purchase price. Based upon the preliminary estimate of fair market values of the assets acquired, the purchase price was allocated for the NBD and PROSPECTSWORKS, SALESWARE, AND CRM acquisitions as follows (in thousands, as of December 31, 2003):


NOTE 1 - - BASIS OF PRESENTATION (Continued)

 

 

 

NBD and PROSPECTWORKS

SALESWARE

CRM SALESWARE

TOTAL

Current assets

$ 38

$ 1

$ 20

$ 59

Property and equipment

57

2

0

59

Identified intangible assets

6,053

5,597

2,398

14,048

 

$ 6,148

$ 5,600

$ 2,418

$ 14,166

 

Set forth in the table below is a list of the intangible assets, by category, the preliminary value attributable to, and the amortization period applicable to, each such category. The allocation of the purchase price to specific assets is based upon independent valuations of long-lived assets acquired.

 

 

 

(In thousands)

Est. Useful (lives)

Software Development

$ 83

3 years

Completed Technology

8,368

5 years

Acquired contract

5,597

5 years

 

$ 14,048

 

 

NOTE 2 - - PRO FORMA ADJUSTMENTS

 

The following pro forma adjustments have been made to the historical financial statements of the combined company based upon assumptions made by management for the purpose of preparing the unaudited pro forma condensed consolidated statement of operations and the pro forma condensed consolidated balance sheet.

  1. To eliminate intercompany transactions.

  2. To record the issuance of 7,500,000 shares of STCX common stock in connection with the acquisition of NBD and PropectsWorks.

  3. Adjustment to eliminate the existing equity of NBD and ProspectsWorks.

  4. To record the allocation of the purchase price of NBD and ProspectsWorks to the estimated fair values of assets and liabilities assumed.

  5. To record the issuance of 7,000,000 shares of STCX common stock in connection with the acquisition of SalesWare.

  6. Adjustment to eliminate the existing equity of Salesware.

  7. To record the allocation of the purchase price of Salesware to the estimated fair values of assets and liabilities assumed.

  8. To record the issuance of 3,000,000 shares of STCX common stock in connection with the acquisition of CRM's assets and liabilities.

  9. To record the allocation of the purchase prices of CRM to the estimated fair values of assets and liabilities assumed.

  10. To adjust retroactively to reflect the reverse split of 1 for 35 shares of common stock in connection with the acquisition.

  11. To reflect income taxes on a pro forma basis assuming the transaction took place at the beginning of the period presented and SalesWare was a C corporation in 2003.

  12. To reflect amortization expense related to the intangible assets identified from the acquisitions.


NOTE 3 - - PRO FORMA NET (LOSS) PER COMMON SHARE

 

The unaudited pro forma basic and diluted net (loss) per share are based on the weighted average number of shares of STCX common stock outstanding during each period and the number of shares of STCX common stock to be issued in connection with the acquisitions.