Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS The following pro forma unaudited financial information gives effect to the acquisition of Software Associates, Inc. on November 30, 1996. The unaudited pro forma condensed consolidated balance sheet as at September 30, 1996 combines the historical balance sheet of DynamicWeb Enterprises, Inc. as at September 30, 1996 with the historical balance sheet of Software Associates, Inc. as at June 30, 1996 as if the acquisition occurred on September 30, 1996. The unaudited pro forma condensed consolidated statement of operations for the year ended September 30, 1996 combines the operations of DynamicWeb Enterprises, Inc. for the year ended September 30, 1996 with the operations of Software Associates, Inc. for the year ended June 30, 1996 as if the acquisition occurred on October 1, 1995. The transaction is accounted for as a purchase in accordance with Accounting Principles Board Opinion No. 16. The unaudited condensed pro forma consolidated balance sheet and statement of operations should be read in conjunction with the notes thereto and the audited financial statements of DynamicWeb Enterprises, Inc. and Software Associates, Inc. and notes thereto. The pro forma information is not necessarily indicative of what the financial position and results of operations would have been had the transaction occurred earlier, nor do they purport to represent the future financial position or results of operations of DynamicWeb Enterprises, Inc. UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENT ADJUSTMENTS 1) To record the preliminary allocation of the purchase price of Software Associates Inc. valued at $885,000 including professional fees of $25,000 and to expense purchased research and development as at October 1, 1995. The pro forma information does not reflect any contingently issuable shares, up to 1,140,000, that may be issued in the event that the average closing bid price of DynamicWeb Enterprises, Inc. common stock does not equal $3.375 per share for the five trading days immediately prior to January 30, 1999. 2) To amortize intangible asset over five years. 3) To record the difference in salary based on an employment contract for the then shareholder of Software Associates, Inc. 4) Pro forma weighted average number of shares outstanding reflects shares issued for the acquisition as if they were outstanding for the entire period presented. DYNAMICWEB ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATION FOR THE YEAR ENDED SEPTEMBER 30, 1996
PRO FORMA PRO FORMA CONSOLIDATED HISTORICAL ADJUSTMENTS RESULTS DYNAMICWEB SOFTWARE ENTERPRISES, INC. ASSOCIATES, INC. YEAR ENDED YEAR ENDED SEPTEMBER 30, 1996 JUNE 30, 1996 Net sales: System sales $147,337 $380,397 $ 527,734 Services 312,730 286,983 599,713 Total 460,067 667,380 1,127,447 Cost of sales: System sales 71,205 108,361 179,566 Services 81,194 79,944 161,138 Total 152,399 188,305 340,704 Gross profit 307,668 479,075 786,743 Expenses: Selling, general and administrative 719,443 555,660 (2) $ 20,000 1,323,103 (3) 28,000 Research and development 28,990 28,990 Total 748,433 555,660 48,000 1,352,093 Operating loss (440,765) (76,585) (48,000) (565,350) Interest expense (23,271) (125) (23,396) Interest income 8,806 8,806 Loss before benefit for income taxes (455,230) (76,710) (48,000) (579,940) Benefit for income taxes 29,000 29,000 Net loss $(455,230) $(47,710) $(48,000) $(550,940) Pro forma net loss per pro forma weighted average number of shares outstanding $ (0.08) Pro forma weighted average number of shares outstanding 6,382,873 (4) 860,000 7,242,873
DYNAMICWEB ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1996
PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS CONSOLIDATED DYNAMICWEB SOFTWARE ENTERPRISES, INC. ASSOCIATES, INC. AS AT AS AT SEPTEMBER 30, 1996 JUNE 30, 1996 ASSETS Cash and cash equivalents $ 174,403 $12,455 $ 186,858 Accounts receivable, net of allowance for doubtful accounts 70,518 61,209 131,727 Prepaid and other current assets 32,068 32,068 Total current assets 276,989 73,664 350,653 Property and equipment, net of depreciation and amortization 239,889 6,000 245,889 Patents and trademarks, net of amortization 19,299 19,299 Intangibles (1) $ 100,000 100,000 TOTAL $ 536,177 $79,664 $ 100,000 $ 715,841 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 34,581 $13,548 $ 48,129 Accrued expenses and other 18,487 13,955 (1) $ 25,000 57,442 Current maturities of long-term debt 12,434 3,350 15,784 Deferred revenue 11,330 11,330 Deferred income taxes 1,000 1,000 Total current maturities 76,832 31,853 25,000 133,685 Long-term debt, less current maturities 197,661 279 197,940 Total liabilities 274,493 32,132 25,000 331,625 STOCKHOLDERS' EQUITY (1) 86 Common stock 655 16,000 (1) (16,000) 741 Additional paid-in capital 676,215 23,641 (1) 836,273 1,536,129 Retained earnings (1) (7,891) (Accumulated deficit) (415,186) 7,891 (1) (737,468) (1,152,654) Total stockholders' equity 261,684 47,532 75,000 384,216 TOTAL $ 536,177 $79,664 $ 100,000 $ 715,841