EXHIBIT 99.2 Unaudited Pro Forma Condensed Financial Statements On May 1, 1998, DynamicWeb Enterprises, Inc. (the "Company") completed a stock-for-stock exchange transaction with Design Crafting, Inc. ("Design") which will be accounted for as a pooling of interests. The following unaudited pro forma condensed consolidated statement of operations for the year ended September 30, 1997 and the unaudited pro forma consolidated balance sheet as of September 30, 1997 are adjusted to give effect to the combination with Design by the issuance by the Company of 92,500 of its common shares in exchange for 100% of the Design shares as if such transaction had occurred on October 1, 1996. 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 the Company and Design and the notes thereto. The pro forma information is not necessarily indicative of what the financial position and results of operations would have been had the transactions 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) The pro forma information includes the issuance of 92,500 shares of the Company's common stock on May 1, 1998. It does not reflect any contingently issuable shares, up to 10,000, that may be issued in the event that the Company collects certain amounts from the realization of certain assets reported on the Design Crafting, Inc. balance sheet as of May 1, 1998. (2) The pro forma weighted average number of shares outstanding is as follows: (a) Includes 654,597 shares of the Company's common stock contributed by certain of the Company's shareholders in exchange for 125,000 warrants. (b) Includes the 92,500 shares issued in connection with the exchange transaction as if they were outstanding for the entire period presented. (3) Elimination of the current federal income tax liability. Pro Forma Financial Statements
Historical DynamicWeb Enterprises, Inc. Design and Subsidiaries Crafting, Inc. as of as of Pro Forma Pro Forma September 30, 1997 September 30, 1997 Adjustments Consolidated (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 188,270 $ 5,015 $ 193,285 Accounts receivable, less allowance for doubtful accounts 100,425 56,812 157,237 Prepaid and other current assets 20,738 468 21,206 Total current assets 309,433 62,295 371,728 Property and equipment 284,512 4,602 289,114 Patents and trademarks, less accumulated amortization 21,808 21,808 Customer list, less accumulated amortization 83,333 83,333 Deferred registration costs 128,169 128,169 Other assets and fees 60,461 60,461 $ 887,716 $66,897 $ 954,613 =========== ======= =========== LIABILITIES Current liabilities: Accounts payable $ 182,340 $ 182,340 Accrued expenses 165,941 $30,597 196,538 Current maturities of long-term debt 7,925 7,925 Loan payable - banks 24,049 24,049 Loans from stockholders 117,163 117,163 Deferred revenue 15,065 15,065 Subordinated notes payable 840,873 840,873 Taxes payable - current 1,480 $(1,120)(3) 360 Taxes payable - deferred 6,195 6,195 Total current liabilities 1,353,356 38,272 (1,120) 1,390,508 Long-term debt, less current maturities 185,811 185,811 1,539,167 38,272 (1,120) 1,576,319 CAPITAL DEFICIENCY (1,000)(1) Common stock 214 1,000 9 (1) 223 Additional paid-in capital 3,530,324 991 (1) 3,531,315 Unearned portion of compensatory stock options (204,000) (204,000) Accumulated deficit (3,577,989) 27,625 1,120 (3) (3,549,244) (251,451) 28,625 1,120 (221,706) Less treasury stock (400,000) (400,000) Total capital deficiency (651,451) 28,625 1,120 (621,706) $ 887,716 $66,897 $ 0 $ 954,613 =========== ======= ======= =========== /TABLE
Pro Forma Financial Statements Historical DynamicWeb Enterprises, Inc. Design and Subsidiaries Crafting, Inc. For the Year Ended For the Year Ended Pro Forma September 30, 1997 September 30, 1997 Adjustments Pro Forma (Unaudited) Net sales: System sales $ 116,106 $ 116,106 Services 521,071 $462,541 983,612 637,177 462,541 1,099,718 Cost of sales: System sal 40,323 40,323 Services 213,180 384,244 597,424 253,503 384,244 637,747 Gross profit 383,674 78,297 461,971 Expenses: Selling, general and administrative 1,854,686 65,772 1,920,458 Research and development 234,808 234,808 2,089,494 65,772 2,155,266 Operating income (loss) (1,705,820) 12,525 (1,693,295) Purchased research and development (713,710) (713,710) Interest expense (770,041) (770,041) Interest income 5,068 5,068 Income (loss) before income taxes (3,184,503) 12,525 (3,171,978) Income tax (expense) benefit 21,700 (3,250) $ 1,120(3) 19,570 Net income (loss) $(3,162,803) $ 9,275 $ 1,120 (3,152,408) =========== ========= ======= =========== Pro forma net loss per pro forma weighted average number of shares outstanding $ (2.13) ========== Pro forma weighted average number of shares outstanding 1,386,383(2) 92,500(2) 1,478,883 =========== ====== ===========