EXHIBIT 99.2
IAT RESOURCES CORPORATION AND INFOLOCITY, INC.
UNAUDITED PRO FORMA FINANCIAL DATA
The following unaudited pro forma financial data and explanatory notes give
effect to the consummation of the merger of IAT Resources Corporation
("IATR")(now known as NetCurrents, Inc.) with Infolocity, Inc.
("Infolocity")(now known as NetCurrents Services Corporation). The unaudited pro
forma financial data should be read in conjunction with the historical
consolidated financial statements of IATR and the historical financial
statements of Infolocity.
The unaudited pro forma financial data has been prepared utilizing IATR's
audited consolidated financial statements for the year ended June 30, 1999 and
unaudited financial information for the period ending September 30, 1999 and the
audited financial statements of Infolocity for the period ended June 30, 1999
and unaudited financial information of Infolocity for the period ending
September 30, 1999.
The unaudited pro forma combined statements of operations represent the
unaudited pro forma results of operations for IATR for the year ended June 30,
1999 and for the three months ended September 30, 1999, adjusted to reflect the
Merger with Infolocity as if it had occurred on July 1, 1998 and July 1, 1999,
respectively. The unaudited pro forma combined balance sheets as of June 30,
1999 and as of September 30, 1999 represent the unaudited pro forma balance
sheets of IATR adjusted to reflect the Merger with Infolocity as if it had
occurred on June 30, 1999 and September 30, 1999, respectively.
Unaudited pro forma financial data is provided for illustrative purposes
only and are not necessarily indicative of the results of operations or
financial position that would have occurred had the Merger with Infolocity been
consummated at June 30, 1999 and on September 30, 1999, nor are they necessarily
indicative of operating results or financial position.
Page 21
IAT RESOURCES CORPORATION
PRO-FORMA BALANCE SHEET
JUNE 30, 1999
- - -------------------------------------------------------------------------------
ASSETS
Cash $ 367,382
Accounts Receivable 1,681,719
Receivable from related parties 102,156
Prepaid assets 22,807
Total current assets 2,174,064
Film Costs 471,762
Fixed assets, as cost, net 111,846
Goodwill, less accumulated amortization of $99,282 886,913
Investments 800,000
Other Assets 10,035
------------
TOTAL ASSETS $ 4,454,620
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 1,033,347
Dividends payable 278,750
Due to related parties 69,046
Capital lease obligation 33,258
------------
Total current liabilities 1,414,401
Notes payable - related parties 37,212
------------
Total liabilities 1,451,613
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred Stock, Series "A", $0.001 par value 1,000
Preferred Stock, Series "C", $0.001 par value 3,000
Preferred Stock, Series "D", $0.001 par value 50
Preferred Stock, Series "E", $0.001 par value 225
Preferred Stock, Series "F", $0.001 par value 275
Common Stock, $0.001 par value 19,351
Treasury Stock (1,010,192)
Additional paid-in capital 27,483,139
Accumulated deficit (23,493,841)
------------
Total Shareholders' Equity 3,003,007
------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,454,620
============
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IAT RESOURCES CORPORATION
PRO-FORMA STATEMENT OF OPERATIONS
JUNE 30, 1999
- - -------------------------------------------------------------------------------
REVENUES $ 2,991,953
COSTS RELATED TO REVENUES
Cost of sales 926,295
------------
NET REVENUES 2,065,658
WRITE-OFF OF PROJECTS IN DEVELOPMENT 301,037
GENERAL AND ADMINISTRATIVE EXPENSES 4,064,634
------------
LOSS FROM OPERATIONS 2,300,013
OTHER INCOME (EXPENSE)
Merger expenses (6,696)
Interest and dividend income 1,140
Interest and financing expense (12,447)
Write-off of notes receivable and other assets (166,965)
Amortization of related party covenant not to (115,000)
Amortization of goodwill (99,282)
Other expense (22,176)
------------
Total other income (expense) (421,426)
PROVISION FOR INCOME TAXES 800
NET LOSS (2,722,239)
============
NET LOSS PER SHARE (BASIC AND DILUTED) $ (0.17)
============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 16,400,053
============
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(1) The pro forma combined financial statements represent the pro forma results
of operations of IATR assuming that the Merger with Infolocity had occurred
on June 30, 1999.
(2) Reflects the issuance of 7,375,000 common shares of IATR, for all of the
outstanding securities of Infolocity.
(3) Represents the exchange of preferred stock as part of the Merger.
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IAT RESOURCES CORPORATION
PRO FORMA BALANCE SHEET
INCLUDING INFOLOCITY, INC.
AS OF SEPTEMBER 30, 1999
- - -------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 1,289,562
Accounts Receivable, net trade 1,605,631
Receivable from related parties 99,891
Prepaid expenses 44,625
Film Costs, net 471,762
Fixed assets, net 116,773
Investments 1,068,750
Due from Infolocity 0
Goodwill 864,413
Other Assets 10,035
-------------
TOTAL ASSETS $ 5,571,442
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 1,144,854
Obligations under capital leases 21,084
Dividends payable 318,750
Due to related parties 44,046
Due to Astor Capital 50,000
Convertible Debenture 250,000
-------------
TOTAL LIABILITIES 1,828,734
SHAREHOLDERS' EQUITY
Preferred Stock, $0.001 par value, authorized 20,000,000 shares
Preferred Stock, Series "A", $0.001 par value, authorized 1,000,000
shares; 1,000,000 shares issued and outstanding 1,000
Preferred Stock, Series "B", $0.001 par value, authorized 1,375,662
shares; none issued and outstanding 0
Preferred Stock, Series "C," $0.001 par value, authorized 3,000,000
shares; 3,000,000 shares issued and outstanding 2,500
Preferred Stock, Series "D", $0.001 par value, authorized 50,000
shares, 50,000 shares issued and outstanding 50
Preferred Stock, Series "E", $0.001 par value, authorized 500,000
shares; 225,000 shares issued and outstanding 225
Preferred Stock, Series "F", $0.001 par value, authorized 500,000
shares; 275,000 shares issued and outstanding 275
Preferred Stock, Series "G", $0.001 par value, authorized 500,000
shares; 1,050,000 shares issued and outstanding 1,050
Common Stock, $0.001 par value, authorized 50,000,000 shares;
21,058,659 shares issued and outstanding 21,059
Additional paid-in capital 28,999,477
Accumulated deficit and dividends (24,541,486)
Accumulated Other Comprehensive Income 268,750
Treasury Stock, 93,536 shares at cost (1,010,192)
-------------
Net Shareholders' Equity 3,742,708
-------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5,571,442
=============
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page 24
IAT RESOURCES CORPORATION
PRO-FORMA STATEMENT OF OPERATIONS
INCLUDING INFOLOCITY, INC.
FOR THREE MONTHS ENDED SEPTEMBER 30, 1999
- - -------------------------------------------------------------------------------
REVENUES $ 235,743
COST RELATED TO REVENUES
Amortization of film costs 0
Costs of projects old 3,008
-----------
NET REVENUES 232,735
GENERAL AND ADMINISTRATIVE EXPENSES 1,178,852
OPERATING INCOME (LOSS) (946,117)
OTHER INCOME (EXPENSE)
Acquisition Expense 0
Amortization of Goodwill (22,500)
Amortization of acquisition Costs 0
Settlement expense 0
Net other income (expense) (22,500)
-----------
NET INCOME (LOSS) (968,617)
PROVISION FOR INCOME TAXES 14,744
NET INCOME (LOSS) (983,361)
Dividend requirement on Series A Preferred Stock (106,250)
NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS (1,089,611)
===========
NET LOSS PER SHARE (BASIC AND FULLY DILUTED) $ (0.06)
===========
WEIGHTED AVERAGE SHARES OUTSTANDING 19,475,054
===========
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET, SEPTEMBER 30, 1999
The following unaudited pro forma balance sheet, income statement and
explanatory notes of IAT Resources Corporation ("IATR") should be read in
conjunction with the historical consolidated financial statements of IATR which
are incorporated by reference herein.
The unaudited pro forma balance sheet as at September 30, 1999 and the statement
of operations for the three months ended September 30, 1999 has been prepared
utilizing the internal financial statements of IATR, its wholly owned subsidiary
MediaWorks International Inc, ("MWI") and the internal financial statements for
Infolocity, Inc. ("Infolocity").
The key assumptions, in addition to those reflected in IATR's 10-Q, related to
the preparation of the pro-forma balance sheet are as follows:
(1) The pro forma balance sheet assumes the closing of the acquisition of
Infolocity;
(2) The pro forma balance sheet represents the consolidated pro forma
results of operations of IATR, MWI and Infolocity for the period ended
September 30, 1999 based on the internal records of IATR, MWI and
Infolocity;
(3) The pro forma statement of operations for the three months ended
September 30, 1999 represents the consolidated statement of operations
for IATR, MWI and Infolocity for the three month period; and
(4) All intercompany eliminating entries have been accounted for in the
consolidation.