EX-99.1
Published on May 12, 2009
Exhibit 99.1
INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
| Page | ||||
| Unaudited Pro Forma Condensed Combined Financial Information
 | 2 | |||
| Unaudited Pro Forma Condensed Combined Balance Sheets as of December 31, 2008
 | 3 | |||
| Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2008
 | 4 | |||
| Notes to Unaudited Pro Forma Condensed Combined Financial Statements
 | 5 | |||
1
SCM MICROSYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Introduction
     On April 30, 2009, SCM Microsystems, Inc., a Delaware corporation (“SCM” or the “Company”),
acquired Hirsch Electronics Corporation, a California corporation (“Hirsch”), pursuant to an
Agreement and Plan of Merger (the “Merger Agreement”) entered into on December 10, 2008 between
SCM, Hirsch and two wholly owned subsidiaries of SCM (formed solely for the purposes of effecting
the merger). Under the terms of the Merger Agreement, through a two-step merger, Hirsch became a
new Delaware limited liability company and a wholly owned subsidiary of SCM (the “Merger”). The
Merger was conditioned, among other things, on the Merger Agreement being approved by the
shareholder of Hirsch, the stockholders of SCM approving the issuance of shares of SCM’s common
stock and warrants to purchase SCM common stock in connection with the Merger, and on the shares of
SCM common stock and warrants to be issued in the Merger being registered on an effective
registration statement and authorized for listing on the NASDAQ. All the conditions of the Merger
Agreement were satisfied or waived as of, and the Merger was completed on, April 30, 2009 (the
“closing date”).
     Pursuant to the Merger Agreement, the former security holders of Hirsch received a combination
of SCM common stock, warrants to purchase shares of SCM common stock, and cash, for a total
estimated valuation of approximately $38.0 million, determined based on the price of SCM stock at
the time of closing. For each of the approximately 4.7 million Hirsch shares outstanding as of the
effective time of the Merger, Hirsch stockholders are to receive $3.00 in cash, two shares of SCM
common stock, and a warrant to purchase one share of SCM common stock at an exercise price of $3.00
with a five-year term, exercisable for two years following the third anniversary of the closing
date. In addition, outstanding warrants to purchase shares of Hirsch common stock were converted
into warrants to acquire shares of SCM’s common stock, and outstanding options to purchase shares
of Hirsch common stock were cancelled.
     This unaudited pro forma condensed combined financial data should be read in conjunction with
the historical financial statements of both SCM and Hirsch and the accompanying notes appearing in
SCM’s historical SEC filings, including SCM’s Registration Statement of Form S-4 (File N.
333-157067) and Annual Report on Form 10-K for the year ended December 31, 2008, filed with the
Securities and Exchange Commission on March 31, 2009. The financial statements of Hirsch and SCM
have been prepared in conformity with the accounting principles generally accepted in the United
States of America (U.S. GAAP).
     SCM’s fiscal year ends on December 31 of each year and Hirsch’s fiscal year ended on November
30 of each year. The Pro Forma Condensed Combined Balance Sheets as of December 31, 2008 combine
the historical SCM balance sheet as of December 31, 2008 and Hirsch balance sheet as of
November 30, 2008 and reflect the Merger and related events as if they had been consummated on
December 31, 2008. The Pro Forma Condensed Combined Statements of Operations for the year ended
December 31, 2008 combine the historical SCM and Hirsch statements of operations for the
twelve-month periods ended their respective fiscal year ends in 2008 and reflect the Merger and
related events as if they had been consummated on January 1, 2008, the beginning of SCM’s 2008
fiscal year. The pro forma financial information is presented for informational purposes only and
is not intended to represent or be indicative of the results of operations that would have been
achieved if the Merger had been completed as of the dates indicated, and should not be taken as
representative of future consolidated results of operations or financial condition of SCM.
Preparation of the pro forma financial information for all periods presented required management to
make certain judgments and estimates to determine the pro forma adjustments such as purchase
accounting adjustments, which include, among others, cost of sales resulted from step up of
inventory at fair value, amortization charges from acquired intangible assets, and related income
tax effects. In addition, with respect to the Pro Forma Condensed Combined Balance Sheets at
December 31, 2008, management estimated the fair value of Hirsch’s assets acquired and liabilities
assumed, based on the purchase price allocation performed as of the closing date.
     The pro forma information does not reflect cost savings, operating synergies or revenue
enhancements expected to result from the Merger or the costs to achieve these cost savings,
operating synergies and revenue enhancements.
2
SCM MICROSYSTEMS, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 2008
AS OF DECEMBER 31, 2008
| Hirsch | Pro | |||||||||||||||||||||||||
| SCM | Hirsch | EMEA | Combined | Pro Forma | Forma | |||||||||||||||||||||
| (Historical) | Adjustments | Combined | ||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 20,550 | $ | 4,932 | $ | 25,482 | $ | (14,117 | ) | A | $ | 10,865 | ||||||||||||||
| (500 | ) | B | ||||||||||||||||||||||||
| Accounts receivable, net | 8,665 | 3,137 | 897 | 12,699 | (256 | ) | C | 12,443 | ||||||||||||||||||
| Inventories | 5,065 | 1,871 | 24 | 6,960 | 901 | D | 7,861 | |||||||||||||||||||
| Note receivable | 54 | 54 | 54 | |||||||||||||||||||||||
| Deferred income taxes | 245 | 245 | 257 | I | 502 | |||||||||||||||||||||
| Income taxes receivable | 1,023 | 1,023 | 1,023 | |||||||||||||||||||||||
| Other current assets | 1,139 | 226 | 7 | 1,372 | 1,372 | |||||||||||||||||||||
| Total current assets | 35,419 | 11,488 | 928 | 47,835 | (13,715 | ) | 34,120 | |||||||||||||||||||
| Property and equipment, net | 1,236 | 262 | 16 | 1,514 | 1,514 | |||||||||||||||||||||
| Equity investments | 2,244 | 48 | 2,292 | (48 | ) | E | 2,244 | |||||||||||||||||||
| Goodwill | 19,641 | F | 19,641 | |||||||||||||||||||||||
| Intangible assets, net | 307 | 39 | 346 | 22,310 | G | 22,656 | ||||||||||||||||||||
| Deferred income taxes | 191 | 191 | 3,263 | I | 3,454 | |||||||||||||||||||||
| Other assets | 1,932 | 37 | 1,969 | 1,969 | ||||||||||||||||||||||
| Total assets | $ | 41,138 | $ | 12,065 | $ | 944 | $ | 54,147 | $ | 31,451 | $ | 85,598 | ||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||
| Accounts payable | $ | 3,555 | $ | 1,009 | $ | 427 | $ | 4,991 | $ | (256 | ) | C | $ | 4,735 | ||||||||||||
| Royalties payable to
related parties | 0 | 349 | 349 | 643 | J | 992 | ||||||||||||||||||||
| Accrued expenses | 7,522 | 764 | 8,286 | 8,286 | ||||||||||||||||||||||
| Derivative liabilities | 518 | 518 | (518 | ) | H | |||||||||||||||||||||
| Other liabilities | 126 | 126 | 126 | |||||||||||||||||||||||
| Deferred revenue | 68 | 68 | 68 | |||||||||||||||||||||||
| Deferred income taxes | 388 | K | 749 | |||||||||||||||||||||||
| 361 | L | |||||||||||||||||||||||||
| Income taxes payable | 411 | 53 | 464 | 464 | ||||||||||||||||||||||
| Total current liabilities | 11,488 | 2,708 | 606 | 14,802 | 618 | 15,420 | ||||||||||||||||||||
| Deferred income taxes | 1,340 | 1,340 | 8,536 | K | 9,876 | |||||||||||||||||||||
| Long-term income taxes payable | 184 | 184 | 184 | |||||||||||||||||||||||
| Long-term royalties payable to related parties | 8,157 | J | 8,157 | |||||||||||||||||||||||
| Stockholders’ equity: | ||||||||||||||||||||||||||
| Common stock | 16 | 159 | 175 | (159 | ) | N | 25 | |||||||||||||||||||
| 9 | O | |||||||||||||||||||||||||
| Additional paid-in capital | 229,788 | 4,566 | 375 | 234,729 | 18,885 | M | 253,614 | |||||||||||||||||||
| Treasury stock | (2,777 | ) | (2,777 | ) | (2,777 | ) | ||||||||||||||||||||
| Accumulated earnings
(deficit) | (202,199 | ) | 4,791 | (265 | ) | (197,673 | ) | (4,526 | ) | N | (202,199 | ) | ||||||||||||||
| Accumulated other
comprehensive income | 3,298 | 69 | 3,367 | (69 | ) | N | 3,298 | |||||||||||||||||||
| Total stockholders’ equity | 28,126 | 9,357 | 338 | 37,821 | 14,140 | 51,961 | ||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 41,138 | $ | 12,065 | $ | 944 | $ | 54,147 | $ | 31,451 | $ | 85,598 | ||||||||||||||
See accompanying notes to Pro Forma Condensed Combined Financial Statements.
3
SCM MICROSYSTEMS, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008
FOR THE YEAR ENDED DECEMBER 31, 2008
(In thousands except per share amounts)
| Hirsch | ||||||||||||||||||||||||||
| SCM | Hirsch | EMEA | Combined | Pro Forma | Pro Forma | |||||||||||||||||||||
| (Historical) | Adjustments | Combined | ||||||||||||||||||||||||
| Net revenue | $ | 28,362 | $ | 23,042 | $ | 1,289 | $ | 52,693 | $ | (634 | ) | P | $ | 52,059 | ||||||||||||
| Cost of revenue | 15,817 | 11,228 | 783 | 27,828 | (634 | ) | P | 28,402 | ||||||||||||||||||
| 307 | Q | |||||||||||||||||||||||||
| 901 | R | |||||||||||||||||||||||||
| Royalties to related parties | 1,028 | 1,028 | (1,028 | ) | S | 0 | ||||||||||||||||||||
| Gross profit | 12,545 | 10,786 | 506 | 23,837 | (180 | ) | 23,657 | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Research and development | 3,902 | 3,762 | 7,664 | 7,664 | ||||||||||||||||||||||
| Selling and marketing | 9,620 | 6,301 | 433 | 16,354 | 16,354 | |||||||||||||||||||||
| General and administrative | 8,075 | 1,683 | 9,758 | 9,758 | ||||||||||||||||||||||
| Amortization of intangibles | 0 | 663 | Q | 663 | ||||||||||||||||||||||
| Gain on sale of assets | (1,455 | ) | (1,455 | ) | (1,455 | ) | ||||||||||||||||||||
| Total operating expenses | 20,142 | 11,746 | 433 | 32,321 | 663 | 32,984 | ||||||||||||||||||||
| Gain (loss) from operations | (7,597 | ) | (960 | ) | 73 | (8,484 | ) | (843 | ) | (9,327 | ) | |||||||||||||||
| Loss on equity investments | (256 | ) | (349 | ) | (605 | ) | 349 | T | (256 | ) | ||||||||||||||||
| Interest income (expense) | 757 | 125 | (13 | ) | 869 | (403 | ) | U | (326 | ) | ||||||||||||||||
| (792 | ) | V | ||||||||||||||||||||||||
| Foreign currency gains (losses) and other income
(expense), net | (2,638 | ) | (518 | ) | (3 | ) | (3,159 | ) | 518 | H | (2,641 | ) | ||||||||||||||
| Gain (loss) from continuing operations before
income taxes | (9,734 | ) | (1,702 | ) | 57 | (11,379 | ) | (1,171 | ) | (12,550 | ) | |||||||||||||||
| Benefit (provision) for income taxes | (752 | ) | 664 | (49 | ) | (137 | ) | 654 | W | 517 | ||||||||||||||||
| Gain (loss) from continuing operations | (10,486 | ) | (1,038 | ) | 8 | (11,516 | ) | (517 | ) | (12,033 | ) | |||||||||||||||
| Loss from discontinued operations, net of income
taxes | (213 | ) | (213 | ) | 0 | (213 | ) | |||||||||||||||||||
| Gain on sale of discontinued operations, net of
income taxes | 589 | 589 | 0 | 589 | ||||||||||||||||||||||
| Net income (loss) | $ | (10,110 | ) | $ | (1,038 | ) | $ | 8 | $ | (11,140 | ) | $ | (517 | ) | $ | (11,657 | ) | |||||||||
| Basic and diluted loss per share from continuing
operations | $ | (0.66 | ) | $ | (0.48 | ) | ||||||||||||||||||||
| Basic and diluted income per share from
discontinued operations | $ | 0.02 | $ | 0.02 | ||||||||||||||||||||||
| Basic and diluted net loss per share | $ | (0.64 | ) | $ | (0.46 | ) | ||||||||||||||||||||
| Shares used to compute basic and diluted income
(loss) per share | 15,743 | 9,411 | X | 25,154 | ||||||||||||||||||||||
See accompanying Notes to Pro Forma Condensed Combined Financial Statements.
4
SCM MICROSYSTEMS, INC.
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. Basis of Presentation
     The pro forma condensed combined financial data was prepared using the purchase method of
accounting and was based on the historical financial statements of SCM and Hirsch. The purchase
method of accounting was based on Statement on Financial Accounting Standard (“SFAS”) No. 141
(revised 2007), Business Combinations (“SFAS No. 141(R)”) issued by the Financial Accounting
Standards Board in December 2007. The provisions of SFAS No. 141(R) became effective prospectively
to business combinations with acquisition dates on or after the beginning of an entity’s fiscal
year that begins on or after December 15, 2008, with early adoption prohibited. Since the
acquisition of Hirsch closed on April 30, 2009, SCM applied the provisions of SFAS No. 141 (R) for
the purpose of its pro forma disclosures.
     For the purpose of pro forma condensed combined financial information, the statement of
operations of Hirsch for the twelve months and fiscal year ended November 30, 2008 has been
regrouped and reclassified to match the groupings of SCM’s statement of operations and is prepared
in accordance with the recognition, valuation and disclosure principles used by SCM. As a result,
some of the line items in Hirsch’s historical audited statement of operations for the twelve months
and fiscal year ended November 30, 2008 will not agree to the Pro Forma Condensed Combined
Statement of Operations for the year ended December 31, 2008.
     As of December 10, 2008, the date of the Merger Agreement, Hirsch owned 29.4% of the
outstanding shares of Hirsch EMEA, Inc. (“Hirsch EMEA”), a British Virgin Islands company. Hirsch
EMEA comprises Hirsch EMEA, Inc. together with each of its other subsidiaries. As of the closing
date, Hirsch had purchased all of the outstanding shares of Hirsch EMEA for an aggregate of
$0.5 million in cash and 100,000 shares of Hirsch common stock. Accordingly, the Hirsch EMEA
financial information is included in the Pro Forma Condensed Combined Balance Sheets as of December
31, 2008 as if the purchase of the outstanding shares of Hirsch EMEA had been consummated on
December 31, 2008 and in the Pro Forma Condensed Combined Statements of Operations for the year
ended December 31, 2008 as if the purchase of the outstanding shares of Hirsch EMEA had been
consummated on January 1, 2008.
2. Purchase Price Allocation
     In exchange for all of the outstanding capital stock of Hirsch, SCM paid approximately
$14.1 million in cash and expects to issue approximately 9.4 million shares of SCM common stock at
the closing. In addition, SCM expects to issue warrants to purchase up to approximately 4.7 million
shares of SCM common stock at an exercise price of $3.00 with a five-year term, exercisable for two
years following the third anniversary of the closing date. Each warrant to purchase shares of
Hirsch common stock outstanding immediately prior to the effective date of the Merger was converted
into a warrant to purchase the number of shares of SCM common stock equal to the number of shares
of Hirsch common stock that could have been purchased upon the full exercise of such warrants,
multiplied by the conversion ratio, rounded down to the nearest whole share. The per share exercise
price for each new warrant to purchase SCM common stock was determined by dividing the per share
exercise price of the Hirsch common stock subject to each warrant as in effect immediately prior to
the effective date of the Merger by the conversion ratio, and rounding that result up to the
nearest cent. “Conversion ratio” means the quotient obtained by dividing the aggregate estimated
value of the merger consideration per share of Hirsch common stock, by the 30-day volume weighted
average price of SCM’s common stock (as reported on the NASDAQ Stock Market during the 30 days
preceding the day prior to the day of the effective date of the Merger).
     The acquisition will be accounted for under the acquisition method of accounting under SFAS
No. 141(R), and under this method of accounting, the total purchase consideration will be measured
at fair value as of the acquisition date when the control is obtained. Due to the short period of
time between the acquisition date and filing of this document, the acquisition-date fair value of
the total consideration transferred and measurement of the identifiable assets acquired and
liabilities assumed has not been finalized. SCM is in the process of obtaining a final third-party
valuation report to calculate the estimated fair value of the consideration transferred and to
measure the identifiable intangible assets acquired and liabilities assumed related to royalties
payable to related parties. Based on current information available, the total purchase
consideration was estimated to be approximately $38.0 million as of April 30, 2009.
5
     The following table summarizes the components of the estimated total purchase consideration
measured for accounting purposes for these pro forma condensed combined financial statements (in
thousands):
| Cash paid for Hirsch common stock
 | $ | 14,117 | ||
| Fair value of common stock issued
 | 22,305 | |||
| Fair value of warrants issued
 | 1,330 | |||
| Fair value of warrants converted
 | 200 | |||
| Total purchase consideration
 | $ | 37,952 | 
     The fair value of the shares of SCM common stock to be issued in connection with the
acquisition was determined using the closing price of SCM’s common stock on April 30, 2009 (the
Merger closing date), or $2.37 per share.
     SCM has obtained a preliminary third-party valuation of intangible assets and liability
assumed related to royalties payable to related parties. As this valuation is preliminary, the
provisional measurements of intangible assets, liability related to royalties payable to related
parties, and the resulting goodwill and deferred income taxes are subject to change. As the Company
finalizes certain valuation assumptions, adjustments may be recorded in the related purchase price
allocation. The estimated fair value of the tangible and identifiable intangible assets acquired
and liabilities assumed in the Merger included in the accompanying pro forma condensed combined
financial statements was based on management’s best estimates, assuming the acquisition had closed
on December 31, 2008. Since the purchase price accounting adjustments are based on preliminary
analysis, the final purchase accounting adjustments could be materially different from the
preliminary pro forma adjustments presented herein.
     The following represents the preliminary purchase price allocation assuming the acquisition
occurred on December 31, 2008 (in thousands):
| Cash and cash equivalents | $ | 4,432 | ||
| Accounts receivable, net | 3,778 | |||
| Inventories | 2,796 | |||
| Notes receivable and other assets | 324 | |||
| Deferred income taxes and taxes receivable | 1,459 | |||
| Property and equipment | 278 | |||
| Accounts payable | (1,180 | ) | ||
| Royalties payable to related parties | (349 | ) | ||
| Accrued expenses and other liabilities | (890 | ) | ||
| Income taxes payable | (53 | ) | ||
| Deferred revenue | (68 | ) | ||
| Amortizable intangible assets: | ||||
| Developed technology | 4,600 | |||
| Customer relationships | 9,949 | |||
| Intangible assets with indefinite lives (unamortizable): | ||||
| Trade names | 7,800 | |||
| Deferred tax liabilities in connection with acquired intangibles assets and inventory fair value adjustment | (9,285 | ) | ||
| Fair value of liabilities assumed related to royalties payable to related parties | (8,800 | ) | ||
| Deferred tax assets in connection with liabilities assumed related to royalties payable to related parties | 3,520 | |||
| Goodwill | 19,641 | |||
| Total estimated purchase consideration | $ | 37,952 | ||
     See further discussion of purchase accounting adjustments in Note 3 titled “Pro Forma
Adjustments” below.
     Intangible assets of $22.3 million consist primarily of developed technology, customer
relationships, and trade names. Developed technology relates to Hirsch’s contributory nature of
technology which is currently generating revenue. Customer relationships relate to Hirsch’s ability
to sell existing, in-process and future versions of its products to its existing customers. Trade
names represent future value to be derived associated with the use of existing trade names. Of the
$22.3 million of acquired intangible assets, $7.8 million was provisionally assigned to registered
trade names that are not subject to amortization. The remaining amount of $14.5 million of acquired
intangible assets is subject to amortization. SCM expects to amortize developed technology and
customer relationships over their expected useful life of 15 years. Assumed liabilities related to
royalties payable to related parties is estimated based on contractual payments to be made in
future periods through 2020. The Company has estimated the acquisition date fair value of this
liability to be $8.8 million, based on a discounted cash flow valuation technique.
     Of the total estimated purchase consideration, $19.6 million was recognized as goodwill.
Goodwill represents the excess of the purchase consideration of an acquired business over the fair
value of the underlying net tangible and intangible assets.
6
     In accordance with the Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, goodwill resulting from business combinations is tested for impairment at least
annually (or more frequently if certain indicators are
present). In the event that management determines that the value of goodwill has become
impaired, the combined company will incur an accounting charge for the amount of impairment during
the fiscal quarter in which the determination is made.
3. Pro Forma Adjustments
     The accompanying pro forma condensed combined financial statements have been prepared as if
the acquisition was completed on December 31, 2008 for balance sheet purposes and on January 1,
2008 for statement of operations purposes and reflect the following pro forma adjustments:
          (A) Adjustment to record payment of approximately $14.1 million in cash for Hirsch common
stock.
          (B) Adjustment to record payment of approximately $500,000 in cash for Hirsch EMEA common
stock.
          (C) Adjustment to eliminate intercompany accounts receivable and accounts payable between
Hirsch and Hirsch EMEA due to consolidation of Hirsch EMEA by Hirsch upon the acquisition of
Hirsch EMEA.
          (D) Adjustment to record acquired inventory at fair value.
          (E) Adjustment to eliminate the investment in Hirsch EMEA due to consolidation of Hirsch
EMEA by Hirsch upon the acquisition of Hirsch EMEA.
          (F) Adjustment to record the goodwill resulting from the Merger.
          (G) Adjustment to record the fair value of intangible assets acquired, which includes
developed technology, customer relationships and trade names.
          (H) Adjustment to eliminate put option for outstanding shares in Hirsch EMEA and the related
expense.
          (I) Adjustment to record deferred tax assets for fair value of liabilities assumed related
to royalties payable to related parties.
          (J) Adjustment to record the fair value of liabilities assumed related to royalties payable
to related parties.
          (K) Adjustment to record deferred tax liabilities related to identifiable intangible assets.
          (L) Adjustment to record deferred tax liabilities related to fair value adjustment on
inventory.
          (M) To adjust additional paid-in capital as follows (in thousands):
| Eliminate Hirsch’s historical shareholders’ equity | $ | (4,566 | ) | |
| Eliminate Hirsch EMEA’s historical shareholders’ equity | (375 | ) | ||
| Estimated fair value of SCM common stock issued in connection with the acquisition | 22,296 | |||
| Estimated fair value of SCM stock warrants issued in connection with the acquisition | 1,530 | |||
| Total | $ | 18,885 | ||
          (N) Adjustment to eliminate Hirsch’s and Hirsch EMEA’s historical common stock, accumulated
earnings and accumulated other comprehensive income.
          (O) Adjustment to include the par value of common stock issued as a purchase consideration.
          (P) Adjustment to eliminate intercompany revenue and cost of revenue between Hirsch and
Hirsch EMEA.
          (Q) To record amortization of the acquired intangible assets as follows (in thousands):
| Year Ended | ||||
| December 31, | ||||
| 2008 | ||||
| Amortization of acquisition-related intangible assets presented as part of the following captions: | ||||
| Cost of revenue (related to developed technology) | $ | 307 | ||
| Amortization intangible assets (related to customer relationships) | 663 | |||
| Total | $ | 970 | ||
7
          (R) Adjustment to record the cost of revenue resulting from step up of inventory fair value.
          (S) Adjustment to reduce royalty expense due to recording of liabilities assumed related to
royalties payable to related parties during purchase price accounting.
          (T) Adjustment to eliminate the impairment loss on investment in EMEA due to consolidation
of EMEA by Hirsch upon the acquisition of Hirsch EMEA.
          (U) To decrease interest income by applying the average rate of return for the respective
periods to the assumed net decrease in SCM’s cash balance of approximately $14.1 million to fund
the Merger.
          (V) To record interest accretion for royalty liability payable to related parties.
          (W) To record income tax impact related to pro forma adjustments (Q), (R), (S) and (V). The
pro forma combined benefit from income taxes does not reflect the amounts that would have
resulted had SCM and Hirsch filed consolidated income tax returns during the periods presented.
          (X) The pro forma basic and diluted net loss per share is based on the historical
weighted-average number of shares of SCM common stock used in computing basic and diluted net
loss per share, plus approximately 9.4 million shares of SCM common stock assumed to be issued in
connection with the Merger.
8