EX-99 4 ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 Unaudited Pro Forma Balance Sheet as of March 31, 2002. On May 23, 2002, Neoware completed a $12 million private placement of its Common Stock to accredited investors. A total of 1.6 million shares were sold at $7.50 per share. The following presents an unaudited pro forma balance sheet as of March 31, 2002 which was prepared as if the private placement took place on that date. The balance sheet gives pro forma effect to the shares issued and net cash received in connection with the transaction and is provided for illustrative purposes only. NEOWARE SYSTEMS, INC. UNAUDITED PROFORMA BALANCE SHEET March 31, 2002
(a) Proforma ASSETS Neoware Systems, Inc Adjustments Combined -------------------- ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 7,198,258 $11,175,000 $18,373,258 Marketable securities 333,333 333,333 Accounts receivable, net 6,121,645 6,121,645 Inventories 586,257 586,257 Prepaid expenses and other 346,444 346,444 Notes receivable officers 26,072 26,072 ----------- ----------- ----------- Total current assets 14,612,009 11,175,000 25,787,009 Property and equipment, net 625,355 625,355 Goodwill and other intangibles 11,636,422 11,636,422 Note receivable - Officers 21,549 21,549 Capitalized and purchased software, net 55,146 55,146 ----------- ----------- ----------- $26,950,481 $11,175,000 $38,125,481 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,695,618 $ $ 2,695,618 Accrued expenses 1,643,452 1,643,452 Current portion of long term debt 61,335 61,335 Deferred revenue 368,667 368,667 ----------- ----------- ----------- 4,769,072 - 4,769,072 LONG TERM DEBT 220,851 220,851 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock 11,327 1,600 12,927 Additional paid-in capital 28,856,626 11,173,400 40,030,026 Treasury stock (100,000) (100,000) Accumulated other comprehensive income 28,917 28,917 Retained earnings (6,836,312) (6,836,312) ----------- ----------- ----------- Total stockholders' equity 21,960,558 11,175,000 33,135,558 ----------- ----------- ----------- $26,950,481 $11,175,000 $38,125,481 =========== =========== ===========
(a) Represents the sale of 1.6 million shares of common stock with a par value $.001 per share at $7.50 per share, net of related costs of the transaction.