Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Financial Statements of IceWeb, Inc. and Inline Corporation gives effect to the acquisition of assets of Inline Corporation, under the purchase method of accounting prescribed by Accounting Principles Board Opinion No. 16, Business Combinations. These pro forma statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. The Unaudited Pro Forma Combined Financial Statements do not purport to represent what the results of operations or financial position of IceWeb would actually have been if the acquisition had in fact occurred on January 1, 2007 nor do they purport to project the results of operations or financial position of IceWeb for any future period or as of any date, respectively.
These Unaudited Pro Forma Combined Financial Statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger between IceWeb and Inline.
You should read the financial information in this section along with IceWeb’s historical financial statements and accompanying notes in prior Securities and Exchange Commission filings and in this amended Current Report on Form 8-K.
1
IceWEB, Inc.
Unaudited Pro Forma Combined Balance Sheet
September 30, 2007
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| Pro Forma Adjustments | ||
CURRENT ASSETS: | Inline | IceWEB | Debit | Credit | Pro Forma |
Cash | 256,510 | 1,092,470 | - | (a) 1,311,318 | 37,662 |
Accounts receivable, net | 102,438 | 5,115,428 | - | - | 5,217,866 |
Inventory, Net | 407,138 | 8,097 | - | - | 415,235 |
Prepaid expenses | - | 27,718 | - | - | 27,718 |
Other current assets | 31,374 | - | - | - | 31,374 |
| 797,460 | 6,243,714 | - | 1,311,318 | 5,729,856 |
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OTHER ASSETS: |
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Property and equipment, net | 467,390 | 344,728 | - | - | 812,118 |
Deposits | 20,500 | 53,956 | - | - | 74,456 |
Intangible assets, net of accumulated amortization of $80,000) | - | 211,305 | (a) 1,588,162 | (b) 529,387 | 1,270,080 |
Total Assets | 1,285,350 | 6,853,702 | 1,588,162 | 1,840,705 | 7,886,510 |
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CURRENT LIABILITIES: |
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Accounts payable and accrued liabilities | 316,756 | 5,805,256 | - | - | 6,122,012 |
Notes payable | 131,000 | 2,293,560 | - | - | 2,424,560 |
Notes payable - related party | - | 115,767 | - | - | 115,767 |
Deferred revenue | - | 10,456 | - | - | 10,456 |
Total current liabilities | 447,756 | 8,225,039 | - | - | 8,672,795 |
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Long-Term Liabilities |
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Notes Payable | 290,673 | 98,716 | - | - | 389,389 |
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Total Liabilities | 738,429 | 8,323,755 | - | - | 9,062,184 |
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Stockholders’ Deficit |
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Preferred Stock ($.001 par value; 10,000,000 shares authorized) | - | - | - | - | - |
Series A convertible preferred stock ($.001 par value; 456,667 shares issued and outstanding) | - | 457 | - | - | 457 |
Series B convertible preferred stock ($.001 par value; 1,833,334 shares issued and outstanding) |
| 1,833 | - | - | 1,833 |
Common stock ($.001 par value; 1,000,000,000 shares authorized; 13,593,671 shares issued and 13,431,171 shares outstanding) | 45,000 | 13,042 | - | 503 | 58,545 |
Additional paid in capital | - | 12,248,779 | - | 276,341 | 12,525,120 |
Accumulated deficit | 501,921 | (13,721,164) | 529,387 | - | (13,748,630) |
Treasury stock, at cost, (162,500 shares) | - | (13,000) | - | - | (13,000) |
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Total Stockholders’ Deficit | 546,921 | (1,470,053) | 529,387 | 276,844 | (1,175,674) |
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Total Liabilities and Stockholders’ Deficit | 1,285,350 | 6,853,702 | 529,387 | 276,844 | 7,886,510 |
2
IceWEB, Inc.
Unaudited Pro Forma Combined Statement of Operations
For the twelve months ended September 30, 2007
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| Pro Forma Adjustments | ||
| Inline | IceWEB | Debit | Credit | Pro Forma |
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Sales | $ 2,433,964 | 18,732,069 | - | - | 21,166,033 |
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Cost of sales | 1,020,639 | 16,811,274 | - | - | 17,831,913 |
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Gross profit | 1,413,325 | 1,920,795 | - | - | 3,334,120 |
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Operating expenses: |
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Marketing and selling | 93,983 | 192,816 | - | - | 286,799 |
Depreciation and amortization | 36,132 | 351,400 | (c) 529,387 |
| 916,919 |
Research and development | 130,000 | - | - | - | 130,000 |
General and administrative | 1,787,251 | 3,834,829 |
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| 5,622,080 |
Total Operating Expenses | 2,047,366 | 4,379,045 | 529,387 | - | 6,955,798 |
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Loss From Operations | (634,041) | (2,458,250) | 529,387 | - | (3,621,678) |
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Other income (expenses): |
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Gain/(loss) from sale of assets | - | 153,319 | - | - | 153,319 |
Interest income | 3,635 | 3,402 |
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| 7,037 |
Interest expense | (26,723) | (548,594) | - | - | (575,317) |
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Total other income (expenses): | (23,088) | (391,873) | - | - | (414,961) |
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Net loss | $ (657,129) | $ (2,850,123) | $ 529,387 | $ - | $ (4,036,639) |
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Basic income (loss) per common share | - | - | - | - | $ (0.39) |
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Weighted average common shares outstanding basic | - | - | - | - | 10,393,830 |
3
IceWEB, Inc.
Unaudited Pro Forma Combined Statement of Operations
For the three months ended December 31, 2007
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| Pro Forma Adjustments | ||
| Inline | IceWEB | Debit | Credit | Pro Forma |
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Sales | $ 1,642,228 | $ 4,212,732 | - | - | $ 5,854,960 |
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Cost of sales | 796,032 | 3,613,816 | - | - | 4,409,848 |
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Gross profit | 846,196 | 598,916 | - | - | 1,445,112 |
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Operating expenses: |
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Marketing and selling | 685 | 29,405 | - | - | 30,090 |
Depreciation and amortization expense | 7,256 | 75,831 | (c) 132,347 | - | 215,434 |
Research and development | 32,500 | - | - | - | 32,500 |
General and administrative | 655,857 | 1,006,948 | - | - | 1,662,805 |
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Total Operating Expenses | 696,298 | 1,112,184 | 132,347 | - | 1,940,829 |
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Income (loss) From Operations | 149,898 | (513,268) | 132,347 | - | (495,717) |
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Other income (expenses): |
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Interest income | 475 | 924 | - | - | 1,399 |
Interest expense | (2,869) | (97,636) | - | - | (100,505) |
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Total other income (expenses): | (2,394) | (96,712) | - | - | (99,106) |
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Net income (loss) | $ 147,504 | $ (609,980) | $ 132,347 | $ - | $ (594,823) |
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Basic income (loss) per common share | - | - | - | - | $ (0.04) |
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Weighted average common shares outstanding basic | - | - | - | - | 13,305,466 |
4
Unaudited Pro forma Adjustments to Combined Financial Statements
(a) To record the impact of the acquisition of Inline Corporation by IceWEB | ||||
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| Debit |
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Cash |
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| 1,311,318 |
Intangible assets | 1,588,162 |
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Common stock | - |
| 503 | |
Additional Paid in capital | - |
| 276,341 | |
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| 1,588,162 |
| 1,588,162 |
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(b) To record one year’s amortization expense of intangible assets acquired | ||||
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Amortization expense | 529,387 |
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Accumulated amortization expense | - |
| 529,387 | |
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| 529,387 |
| 529,387 |
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(c) To record three month’s amortization expense of intangible assets acquired | ||||
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Amortization expense | 132,347 |
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Accumulated amortization expense | - |
| 132,347 | |
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| 132,347 |
| 132,347 |
5