EXHIBIT 99.2
Published on August 4, 2006
Exhibit 99.2
Unaudited Pro Forma Financial Information
On May 22, 2006, we completed the sale of our Digital TV solutions (“DTV solutions”) business
to Kudelski S.A. (“Kudelski”) and transferred certain assets and liabilities to Kudelski pursuant
to the terms of the Asset Purchase Agreement. The total consideration of $11 million includes up to
$2 million payable subject to the successful completion of certain product development milestones
that are expected to be completed by Kudelski subsequent to the close of the transaction; however,
no assurance can be given that these milestones will be achieved. Based on the carrying value of
the assets and the liabilities attributed to our DTV solutions business on May 22, 2006, and the
estimated costs and expenses incurred in connection with the sale, we anticipate that we will
record a net pretax gain of approximately $5.5 million excluding the $2 million payable noted
above. The anticipated gain will be adjusted to reflect final net assets attributed to this
business unit as of the completion date of the sale.
The unaudited pro forma condensed balance sheet as of March 31, 2006 is presented as if the
disposition occurred on March 31, 2006. The unaudited pro forma condensed statement of operations
for the three months ended March 31, 2006 is not presented as the Company determined that the sale
of substantially all the assets and some of the liabilities associated with the DTV solutions
business was probable and, in accordance with Statement of Financial Accounting Standards (“SFAS”)
No. 144 (“SFAS 144”), Accounting for the Impairment or Disposal of Long Lived Assets , the Company
has accounted for the DTV solutions business as a long-lived asset (disposal group) to be sold. For
the three months ended March 31, 2006 and 2005, this business has been presented as discontinued
operations in the condensed consolidated statements of operations and cash flows in the Company’s
Quarterly Report on Form 10-Q. The unaudited pro forma condensed statement of operations for the
three years ended December 31, 2005 is presented as if the disposition had taken place on December
31, 2002 and were carried forward through December 31, 2005.
The unaudited pro forma financial information represents, in the opinion of our management,
all adjustments necessary to present pro forma results of operations and financial position of our
former DTV solutions business unit and is based upon available information and certain assumptions
considered reasonable under the circumstances as of the date of this report. The unaudited pro
forma financial information excludes the gain on the sale noted above, and any non-recurring
charges or credits attributable to the transaction.
The unaudited pro forma condensed consolidated financial information should be read in
conjunction with our unaudited condensed consolidated financial statements and notes thereto
included in our Quarterly Report on Form 10-Q for the period ended March 31, 2006 and the audited
consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for
the year ended December 31, 2005. The unaudited pro forma information may not necessarily be
indicative of what our financial position or results of operations would have been had the
transaction been in effect as of and for the periods presented, nor is such information necessarily
indicative of our results of operations or financial position for any future period or date.
SCM Microsystems, Inc
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(in thousands, except per share data)
(in thousands, except per share data)
The following table shows the unaudited pro forma condensed consolidated balance sheet as of
March 31, 2006 as if the transaction had taken place on March 31, 2006:
| Business | Pro forma | |||||||||||||||
| to be | adjust- | |||||||||||||||
| Historical (2) | disposed | ments | Pro forma | |||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 11,885 | $ | — | $ | 9,000 | (1) | $ | 20,885 | |||||||
Short-term investments |
15,842 | — | — | 15,842 | ||||||||||||
Restricted short-term investments |
2,000 | — | — | 2,000 | ||||||||||||
Accounts receivable, net |
6,345 | — | — | 6,345 | ||||||||||||
Inventories |
5,041 | — | — | 5,041 | ||||||||||||
Other current assets |
2,839 | — | — | 2,839 | ||||||||||||
Assets held for sale |
3,407 | (3,407 | ) | — | — | |||||||||||
Total current assets |
47,359 | (3,407 | ) | 9,000 | 52,952 | |||||||||||
Property and equipment, net |
1,699 | — | — | 1,699 | ||||||||||||
Intangible assets, net |
738 | — | — | 738 | ||||||||||||
Other assets |
1,525 | — | — | 1,525 | ||||||||||||
Total assets |
$ | 51,321 | $ | (3,407 | ) | $ | 9,000 | $ | 56,914 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 6,766 | $ | — | — | $ | 6,766 | |||||||||
Accrued compensation and related benefits |
1,792 | — | — | 1,792 | ||||||||||||
Accrued restructuring and other charges |
4,032 | — | — | 4,032 | ||||||||||||
Accrued professional fees |
1,655 | — | 449 | (1) | 2,104 | |||||||||||
Accrued royalties |
1,209 | — | — | 1,209 | ||||||||||||
Other accrued expenses |
3,121 | — | 244 | (1) | 3,365 | |||||||||||
Income taxes payable |
2,256 | — | — | 2,256 | ||||||||||||
Liabilities held for sale |
943 | (943 | ) | — | — | |||||||||||
Total current liabilities |
21,774 | (943 | ) | 693 | 21,524 | |||||||||||
Deferred tax liability |
103 | — | — | 103 | ||||||||||||
Total liabilities |
21,877 | (943 | ) | 693 | 21,627 | |||||||||||
Stockholders equity: |
||||||||||||||||
Common stock |
16 | — | — | 16 | ||||||||||||
Additional paid-in capital |
227,856 | — | — | 227,856 | ||||||||||||
Treasury stock |
(2,777 | ) | — | — | (2,777 | ) | ||||||||||
Accumulated deficit |
(196,378 | ) | — | 5,843 | (1) | (190,535 | ) | |||||||||
Other cumulative comprehensive gain |
727 | — | — | 727 | ||||||||||||
Total stockholders equity |
29,444 | — | 5,843 | 35,287 | ||||||||||||
Total liabilities and stockholders equity |
$ | 51,321 | $ | (943 | ) | $ | 6,536 | $ | 56,914 | |||||||
SCM Microsystems, Inc
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
(in thousands, except per share data)
The following table shows the unaudited pro forma condensed consolidated results of operations
for the year ended December 31, 2005 as if the transaction had taken place as of December 31, 2002:
| Business | Pro forma | |||||||||||||||
| Historical | to be | adjust- | ||||||||||||||
| (2) | disposed | ments | Pro forma | |||||||||||||
Net revenue |
$ | 48,721 | $ | (20,785 | ) | $ | 27,936 | |||||||||
Cost of revenue |
31,153 | (14,047 | ) | 17,106 | ||||||||||||
Gross profit |
17,568 | (6,738 | ) | 10,830 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
9,295 | (5,214 | ) | 4,081 | ||||||||||||
Selling and marketing |
9,685 | (2,645 | ) | 7,040 | ||||||||||||
General and administration |
9,932 | (734 | ) | 9,198 | ||||||||||||
Amortization of intangible assets |
673 | — | 673 | |||||||||||||
Restructuring and other charges |
332 | (13 | ) | 319 | ||||||||||||
Total operating expenses |
29,917 | (8,606 | ) | 21,311 | ||||||||||||
Loss from operations |
(12,349 | ) | (1,868 | ) | (10,481 | ) | ||||||||||
Other income: |
||||||||||||||||
Interest income |
800 | (55 | ) | 745 | ||||||||||||
Foreign currency gains and other income, net |
1,753 | (24 | ) | 1,729 | ||||||||||||
Loss from continuing operations before income taxes |
(9,796 | ) | (1,789 | ) | (8,007 | ) | ||||||||||
Benefit (provision) for income taxes |
33 | 183 | (150 | ) | ||||||||||||
Loss from continuing operations |
$ | (9,763 | ) | $ | (1,606 | ) | $ | (8,157 | ) | |||||||
Basic and diluted loss per share from continuing operations |
$ | (0.63 | ) | $ | (0.53 | ) | ||||||||||
Shares used to compute basic and diluted loss per share |
15,532 | 15,532 | ||||||||||||||
SCM Microsystems, Inc
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
(in thousands, except per share data)
The following table shows the unaudited pro forma condensed consolidated results of
operations for the year ended December 31, 2004 as if the transaction had taken place as of
December 31, 2002:
| Business | Pro forma | |||||||||||||||
| Historical | to be | adjust- | ||||||||||||||
| (2) | disposed | ments | Pro forma | |||||||||||||
Net revenue |
$ | 49,084 | $ | (19,054 | ) | $ | 30,030 | |||||||||
Cost of revenue |
34,192 | (16,468 | ) | 17,724 | ||||||||||||
Gross profit |
14,892 | (2,586 | ) | 12,306 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
10,439 | (5,632 | ) | 4,807 | ||||||||||||
Selling and marketing |
11,511 | (2,951 | ) | 8,560 | ||||||||||||
General and administration |
10,387 | (1,366 | ) | 9,021 | ||||||||||||
Amortization of intangible assets |
1,078 | — | 1,078 | |||||||||||||
Impairment of intangible assets |
388 | — | 388 | |||||||||||||
Restructuring and other charges (credits) |
(185 | ) | 792 | 607 | ||||||||||||
Total operating expenses |
33,618 | (9,157 | ) | 24,461 | ||||||||||||
Loss from operations |
(18,726 | ) | (6,571 | ) | (12,155 | ) | ||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
809 | (3 | ) | 806 | ||||||||||||
Foreign currency losses and other expense, net |
(1,203 | ) | 472 | (1,675 | ) | |||||||||||
Loss from continuing operations before income taxes |
(19,120 | ) | (6,096 | ) | (13,024 | ) | ||||||||||
Benefit (provision) for income taxes |
178 | (5 | ) | 173 | ||||||||||||
Loss from continuing operations |
$ | (18,942 | ) | $ | (6,091 | ) | $ | (12,851 | ) | |||||||
Basic and diluted loss per share from continuing operations |
$ | (1.23 | ) | $ | (0.83 | ) | ||||||||||
Shares used to compute basic and diluted loss per share |
15,402 | 15,402 | ||||||||||||||
SCM Microsystems, Inc
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
(in thousands, except per share data)
The following table shows the unaudited pro forma condensed consolidated results of
operations for the year ended December 31, 2003 as if the transaction had taken place as of
December 31, 2002:
| Business | Pro forma | |||||||||||||||
| Historical | to be | adjust- | ||||||||||||||
| (2) | disposed | ments | Pro forma | |||||||||||||
Net revenue |
$ | 66,488 | $ | (35,341 | ) | $ | 31,147 | |||||||||
Cost of revenue |
39,661 | (21,018 | ) | 18,643 | ||||||||||||
Gross profit |
26,827 | (14,323 | ) | 12,504 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
9,535 | (5,577 | ) | 3,958 | ||||||||||||
Selling and marketing |
11,469 | (3,526 | ) | 7,943 | ||||||||||||
General and administration |
11,502 | (484 | ) | 11,018 | ||||||||||||
Amortization of intangible assets |
1,129 | — | 1,129 | |||||||||||||
Restructuring and other charges (credits) |
4,728 | (1,445 | ) | 3,283 | ||||||||||||
Total operating expenses |
38,363 | (11,032 | ) | 27,331 | ||||||||||||
Loss from operations |
(11,536 | ) | 3,291 | (14,827 | ) | |||||||||||
Other income: |
||||||||||||||||
Interest income |
801 | 12 | 813 | |||||||||||||
Foreign currency losses and other expense, net |
475 | (1,928 | ) | 2,403 | ||||||||||||
Income (loss) from continuing operations before income taxes |
(10,260 | ) | 1,351 | (11,611 | ) | |||||||||||
Benefit (provision) for income taxes |
1,442 | (571 | ) | 2,013 | ||||||||||||
Income (loss) from continuing operations |
$ | (8,818 | ) | $ | 780 | $ | (9,598 | ) | ||||||||
Basic and diluted loss per share from continuing operations |
$ | (0.57 | ) | $ | (0.63 | ) | ||||||||||
Shares used to compute basic and diluted loss per share |
15,317 | 15,317 | ||||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Basis of Presentation
The above unaudited pro forma condensed consolidated financial statements present the
financial information for SCM Microsystems after giving effect to the sale of its Digital TV
solutions (“DTV solutions”) business, which was completed on May 22, 2006. The unaudited pro forma
condensed consolidated balance sheet as of March 31, 2006 is presented as if the transaction had
occurred on that date. The unaudited pro forma condensed consolidated statements of operations for
the years ended December 31, 2005, 2004 and 2003 are presented as if the transaction had occurred
on December 31, 2002 and in each case exclude the anticipated gain to be realized on the completion
of the sale of the DTV solutions business.
(1) Reflects the sale of certain assets and liabilities composing SCM Microsystems’ DTV
solutions business to Kudelski S.A. (“Kudelski”) for a cash payment of $9 million on May 22,
2006. Total consideration of $11 million includes up to $2 million payable subject to the
successful completion of certain product development milestones that are expected to be
completed by Kudelski subsequent to the close of the transaction; however, no assurance can be given that these milestones will be achieved.
completed by Kudelski subsequent to the close of the transaction; however, no assurance can be given that these milestones will be achieved.
The pro forma adjustments to accrued professional fees and other accrued expenses reflect
anticipated costs and expenses incurred by SCM Microsystems in connection with the sale, as if
the sale had occurred on March 31, 2006.
(2) The historical amounts were derived from unaudited and audited consolidated financial
statements included in the Company’s Quarterly Report on Form 10-Q for the period ended March
31, 2006 and the Annual Report on Form 10-K for the year ended December 31, 2005.