EXHIBIT 99.2 DYNAMICWEB ENTERPRISES, INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Financial Statements On May 1, 1998, DynamicWeb Enterprises, Inc. and subsidiaries (the "Company") completed a stock-for-stock exchange transaction with Design Crafting, Inc. ("Design") which will be accounted for as a purchase in accordance with Accounting Principle Board No. 16. The transaction was previously presented on the basis of 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 for the purposes of presenting pro forma statement of operations data and as of September 30, 1997, for presenting the pro forma balance sheet data. 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. and subsidiaries. Unaudited Pro Forma Condensed Financial Statement Adjustments [1] To record the preliminary allocation of the purchase of Design Inc. valued at $474,063. 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] To record amortization of excess of cost over net assets of acquired business over ten years. [3] The pro forma weighted average number of shares outstanding is as follows: (a) Includes 654,597 shares of the Company's common stock subsequently contributed by certain of the Company's shareholders in exchange for 125,000 warrants. (b) 92,500 shares issued in connection with the purchase transaction as if they were outstanding for the entire period presented. PAGE 2 DynamicWeb Enterprises, Inc. and Subsidiaries Pro Forma Consolidated Balance Sheet Data Unaudited
Historical -------------------------------------- DynamicWeb Enterprises, Inc. Design and Subsidiaries Crafting, Inc. As Revised As Revised 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 Excess of cost over net assets of acquired business $445,438 445,438 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 $445,438 $1,400,051 ========== ======== ======== ========== 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 1,480 Taxes payable - deferred 6,195 6,195 ---------- -------- ---------- Total current liabilities 1,353,356 38,272 1,391,628 Long-term debt, less current maturities 185,811 185,811 ---------- -------- ---------- 1,539,167 38,272 1,577,439 ---------- -------- ---------- CAPITAL DEFICIENCY $ (1,000)(1) Common stock 214 1,000 9 (1) 223 Additional paid-in capital 3,530,324 474,054 (1) 4,004,378 Unearned portion of compensatory stock options (204,000) (204,000) Accumulated deficit (3,577,989) 27,625 (27,625)(1) (3,577,989) ---------- -------- -------- ---------- (251,451) 28,625 445,438 222,612 Less treasury stock (400,000) (400,000) ---------- -------- -------- ---------- Total capital deficiency (651,451) 28,625 445,438 (177,388) ---------- -------- -------- ---------- $ 887,716 $ 66,897 $445,438 $1,400,051 ========== ======== ======== ==========
PAGE 3 DynamicWeb Enterprises, Inc. and Subsidiaries Pro Forma Consolidated Statement of Operations Data Unaudited
Historical --------------------------------------- DynamicWeb Enterprises, Inc. Design and Subsidiaries Crafting, Inc. As Revised As Revised for the year ended for the year ended Pro Forma Pro Forma September 30, 1997 September 30, 1997 Adjustments Consolidated (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 sales 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 $ 44,543 (2) 1,965,001 Research and development 234,808 234,808 ---------- -------- -------- ---------- 2,089,494 65,772 44,543 2,199,809 ---------- -------- -------- ---------- Operating income (loss) (1,705,820) 12,525 (44,543) (1,737,838) 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 (44,543) (3,216,521) Income tax (expense) benefit 21,700 (3,250) 18,450 ---------- -------- -------- ---------- Net income (loss) $(3,162,803) $ 9,275 $(44,543) $(3,198,071) =========== ======== ======== =========== Pro forma net loss per pro forma weighted average number of shares outstanding $(2.16) ====== Pro forma weighted average number of shares outstanding 1,386,383 (3)(a) 92,500 (3)(b) 1,478,883 ========== ======== ===========