UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
The following unaudited condensed combined pro forma financial statements ("the
pro forma financial statements") and explanatory notes have been prepared and
give effect to the merger as a recapitalization of Albion Aviation, Inc.
("Albion") with Aradyme Development Corporation ("Aradyme") as the accounting
acquirer (reverse acquisition). The historical financial statements prior to the
effective date of the merger will be those of Aradyme.
In accordance with Article 11 of Regulation S-X under the Securities Act, an
unaudited condensed combined pro forma balance sheet (the "pro forma balance
sheet") as of March 31, 2003, and unaudited condensed combined pro forma
statement of income for the six months ended March 31, 2003, and the audited
condensed combined pro forma statement of income for the year ended September
30, 2002 (the "pro forma statements of income"), have been prepared to reflect,
for accounting purposes, the acquisition by Aradyme of Albion. For both the pro
forma balance sheet and the pro forma statements of income, the average number
of common shares gives effect to the exchange ratio of one share of Albion for
one share of Aradyme.
The following pro forma financial statements have been prepared based upon the
historical financial statements of Aradyme and Albion. The pro forma financial
statements should be read in conjunction with (a) the historical consolidated
financial statements and related notes thereto of Aradyme as of September 30,
2002, for the period ended September 30, 2002, included in this 8-K/A; and (b)
the historical consolidated financial statements and related notes thereto of
Albion as of December 31, 2002 and 2001, and for the years ended December 31,
2002, 2001, and 2000, which are noted in its 10-KSB.
The March 31, 2003, pro forma balance sheet assumes that the Albion merger was
completed on March 31, 2003. The March 31, 2003, pro forma balance sheet
includes the historical unaudited consolidated balance sheet data of Aradyme as
of March 31, 2003, and the historical unaudited consolidated balance sheet data
of Albion as of March 31, 2003. Aradyme and Albion have no intercompany activity
that would require elimination in preparing the pro forma financial statements.
The pro forma statement of income for the six months ended March 31, 2003,
assumes that the merger occurred on October 1, 2002, and includes the unaudited
historical consolidated statement of income data of Aradyme for the six months
ended March 31, 2003, and the unaudited historical consolidated statement of
income data of Albion for the six months ended March 31, 2003.
The pro forma statement of income for the year-end, assumes that the Albion
merger occurred on October 1, 2002, and includes the audited historical
consolidated statement of income data of Aradyme for the year ended September
30, 2002, and the audited historical consolidated statement of income data of
Albion for the year ended December 31, 2002.
The pro forma financial statements are provided for illustrative purposes only,
and are not necessarily indicative of the operating results or financial
position that would have occurred if the mergers had been consummated at the
beginning of the periods or on the dates indicated, nor are they necessarily
indicative of any future operating results or financial position.
ARADYME CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
Pro Forma
Combined
Aradyme Albion Combined Aradyme
as of as of Historical and Albion
March 31, March 31, Aradyme Pro Forma March
31,
2003 2003 and Albion Adjustments 2003
ASSETS
CURRENT ASSETS
Cash $ 1,257 $ - $ 1,257 $ - $ 1,257
Accounts receivable 19,112 - 19,112 - 19,112
Employee advances 1,654 - 1,654 - 1,654
Net assets of discontinued
operations - - - 54,535 (1) 54,535
Total Current Assets 22,023 - 22,023 54,535 76,558
PROPERTY AND
EQUIPMENT, NET 154,566 54,535 209,101 (54,535 ) (1) 154,566
OTHER ASSETS
Investments in available-
for-sale securities 17,700 - 17,700 - 17,700
Deposits and prepaid
expenses 13,958 - 13,958 - 13,958
Total Other Assets 31,658 - 31,658 - 31,658
TOTAL ASSETS $ 208,247 $ 54,535 $ 262,782 $ - $ 262,782
LIABILITIES AND
STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 64,830 $ 2,926 $67,756 $ (2,926) (1) $ 64,830
Related party payables 298,856 45,140 343,996 (45,140 ) (1) 298,856
Accrued expenses 48,656 18,804 67,460 (18,804 ) (1) 48,656
Deferred revenue - - - - -
Equipment leases payable 268 - 268 - 268
Liabilities applicable to
discontinued operation - - - 66,870(1) 66,870
Total Current Liabilities 412,610 66,870 479,480 - 479,480
Total Liabilities 412,610 66,870 479,480 - 479,480
STOCKHOLDERS' DEFICIT
Preferred stock 12 12 24 (12 ) (2) 12
Common stock 13,135 14,641 27,776 (13,135 ) (2) 14,641
Additional paid-in capital 1,464,743 203,979 1,668,722 (217,820) (3) 1,450,902
Accumulated other
comprehensive loss (39,300 ) - (39,300 ) - (39,300)
Accumulated deficit during the
development stage (1,642,953 ) (230,967 ) (1,873,920) 230,967(4) (1,642,953)
Total Stockholders' Deficit (204,363 ) (12,335 ) (216,698) - (216,698)
TOTAL LIABILITES AND
STOCKHOLDERS' DEFICIT $ 208,247 $ 54,535 $ 262,782 $ - $ 262,782
(1) To reclassify assets and liabilities of Albion as discontinued operations.
(2) To eliminate the preferred stock and common stock of Aradyme as of the date
of the merger.
(3) To adjust additional paid-in capital to reflect the reverse merger.
(4) To eliminate the retained deficit of Albion as of the date of the merger.
ARADYME CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
Pro Forma
Combined
Aradyme
Aradyme Albion and Albion
For the Six For the Six For the Six
Months Ended Months Ended Combined Months Ended
March 31, March 31, Aradyme Pro Forma March 31,
2003 2003 and Albion Adjustments 2003
REVENUES $ 41,250 $ - $ 41,250 $ - $ 41,250
OPERATING EXPENSES
Depreciation and
amortization 16,345 1,875 18,220 (1,875 ) (1) 16,345
Rent 27,854 420 28,274 (420 ) (1) 27,854
Contract services 454,095 - 454,095 - 454,095
General and administrative 73,656 35,232 108,888 (35,232)(1) 73,656
Total Operating Expenses 571,950 37,527 609,477 (37,527 ) 571,950
LOSS FROM OPERATIONS (530,700 ) (37,527 ) (568,227 ) 37,527 (530,700)
OTHER INCOME (EXPENSE)
Other loss (1,993 ) - (1,993 ) - (1,993) (1,993)
Interest expense (17,280 ) (701 ) (17,981 ) 701 (1) (17,280)
Total Other
Income (Expense) (19,273 ) (701 ) (19,974 ) 701 (19,273)
NET LOSS (549,973 ) (38,228 ) (588,201 ) 38,228 (549,973)
OTHER COMPREHENSIVE LOSS
Unrealized loss on
available-for-sale securities (22,300 ) - (22,300 ) - (22,300)
TOTAL COMPREHENSIVE
LOSS $ (572,273 ) $ (38,228 ) $ (610,501 ) $ 38,228 $ (572,273)
BASIC LOSS PER SHARE $ (0.04 ) $ (0.03 ) $ 0.03 $ (0.04)
WEIGHTED AVERAGE
SHARES OUTSTANDING 12,947,364 1,527,000 1,527,000 12,947,364
(1) To eliminate all operations of Albion Aviation, Inc.
ARADYME CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
Year-end
Aradyme Albion Pro Forma
For The For The Combined Combined
Year Ended Year Ended Aradyme Pro
Forma Aradyme
Sept. 30, 2002 Dec. 31, 2002 and Albion Adjustments and Albion
REVENUES $ 30,148 $ - $ 30,148 $ - $ 30,148
OPERATING EXPENSES
Depreciation and
amortization 31,475 - 31,475 - 31,475
Rent 49,868 - 49,868 - 49,868
Contract services 720,658 - 720,658 - 720,658
General and administrative 71,592 18,845 90,437 (18,845 ) (1) 71,592
Total Operating Expenses 873,593 18,845 892,438 (18,845 ) 873,593
LOSS FROM OPERATIONS (843,445 ) (18,845 ) (862,290 ) 18,845 (843,445)
OTHER INCOME (EXPENSE)
Other loss - - - - -
Interest expense (30,755 ) (3,064 ) (33,819 ) 3,064 (1) (30,755)
Gain on sale of assets - 40,075 40,075 (40,075 ) (1) -
Total Other
Income (Expense) (30,755 ) 37,011 6,256 (37,011 ) (30,755)
NET LOSS (874,200 ) 18,166 (856,034 ) (18,166 ) (874,200)
OTHER COMPREHENSIVE LOSS
Unrealized loss on
available-for-sale securities (17,000 ) - (17,000 ) - (17,000)
TOTAL COMPREHENSIVE
LOSS $ (891,200 ) $ 18,166 $ (873,034 ) $ (18,166 ) $ (891,200)
BASIC LOSS PER SHARE $ (0.08 ) $ 0.02 $ (0.02 ) $ (0.08)
WEIGHTED AVERAGE
SHARES OUTSTANDING 11,246,996 1,059,000 1,059,000 11,246,996
(1) To eliminate all operations of Albion Aviation, Inc.
PF-1