EX-99.15 OTH FIN ST 4 marpfs.txt PRO FORMA FINANCIAL STATEMENTS 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