Attached files

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8-K/A - FORM 8-K AMENDMENT NO. 1 - Identiv, Inc.d8ka.htm
EX-99.6 - UNAUDITED PRO FORMA CONDENSED COMBINED FIN STATEMEMTS OF SCM MICROSYSTEMS, INC. - Identiv, Inc.dex996.htm
EX-99.2 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR BLUEHILL ID AG - Identiv, Inc.dex992.htm
EX-23.1 - CONSENT OF INDEPENDENT AUDITORS - Identiv, Inc.dex231.htm
EX-99.4 - AUDITED FINANCIAL STATEMENTS AND NOTES OF MULTICARD GMBH - Identiv, Inc.dex994.htm
EX-99.3 - AUDITED FINANCIAL STATEMENTS AND NOTES OF MULTICARD AG - Identiv, Inc.dex993.htm

EXHIBIT 99.5

INDEX TO AUDITED FINANCIAL STATEMENTS OF TAGSTAR SYSTEMS GMBH

SAUERLACH, GERMANY

Tagstar Systems GmbH is a predecessor company of Bluehill ID AG, a stock corporation incorporated in Switzerland, and was acquired by Bluehill ID AG effective as of June 30, 2008. Bluehill ID AG was acquired by SCM Microsystems, Inc., a Delaware corporation, on January 4, 2010.

 

     Page

Auditor’s Opinion

   2

Audited Balance Sheet as of June 30, 2008

   3

Audited Income Statement for the six months ended June 30, 2008

   4

Notes to Audited Financial Statements

   5


Zurich, 12 March 2010

Report of the independent auditor on the financial statements

As independent auditor and in accordance with your instructions, we have audited the accompanying financial statements of Tagstar Systems GmbH, which comprise the balance sheet, income statement and notes for the period from 1 January 2008 to 30 June 2008.

Management is responsible for the preparation of the financial statements in accordance with the accounting and valuation principles described in the notes to the financial statements. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Management is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements as of and for the six-month period ended 30 June 2008 have been prepared in accordance with the accounting and valuation principles described in the notes.

This report is intended solely for the information and use of Tagstar Systems GmbH and for filing with the US Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

Ernst & Young Ltd    

/s/ Louis Siegrist

   

/s/ Pramit Mehta

Louis Siegrist     Pramit Mehta
Swiss Certified Accountant     Certified Public Accountant

 

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TAGSTAR SYSTEMS GMBH, SAUERLACH

BALANCE SHEET

AS OF 30 JUNE 2008

(in euros)

 

ASSETS

  

Current assets:

  

Cash

   57,769   

Receivables from goods and services

     123,086   

Other short-term receivables

     338,787   

Inventories

     447,941   

Prepaid expenses

     79,056   
        

Total current assets

     1,046,639   
        

Non-current assets:

  

Tangible fixed assets

     170,170   

Participations

     252,010   

Licenses

     43,500   
        

Total non-current assets

     465,680   
        

Total assets

   1,512,319   
        

LIABILITIES AND SHAREHOLDER’S EQUITY

  

Current liabilities:

  

Payables from goods and services:

  

Third parties

   206,834   

Affiliated companies

     208,018   
        
     414,852   

Other short-term liabilities

     469,537   

Tax provisions

     64,298   

Accrued liabilities and deferred income

     148,969   
        

Total current liabilities

     1,097,656   
        

Long-term financial liabilities affiliated company

     70,000   
        

Total non-current liabilities

     70,000   
        

Total liabilities

     1,167,656   
        

Equity:

  

Share capital

     25,000   

General legal reserves

     395,000   

Loss carry forward:

  

Balance brought forward

     292,493   

Net loss for the period

     (367,828
        

Loss carry forward

     (75,336
        

Total shareholders’ equity

     344,664   
        

Total liabilities and shareholders’ equity

   1,512,320   
        

See accompanying notes to Audited Financial Statements of Tagstar Systems GmbH.

 

3


TAGSTAR SYSTEMS GMBH, SAUERLACH

INCOME STATEMENT

FOR THE SIX MONTHS ENDED JUNE 30, 2008

(in euros)

 

Income

  

Net sales from goods and services

   1,423,780   

Other operating income

     75,657   

Financial income

     331   
        

Total income

     1,499,768   
        

Expenses

  

Material and merchandise expenses

     1,061,146   

Personnel expenses

     270,757   

Other operating expenses

     406,371   

Depreciation

     90,652   

Financial expenses

     2,766   

Tax

     35,904   
        

Total expenses

     1,867,596   
        

Net loss for the period

   (367,828
        

See accompanying notes to Audited Financial Statements of Tagstar Systems GmbH.

 

4


TAGSTAR SYSTEMS GMBH, SAUERLACH

NOTES TO AUDITED FINANCIAL STATEMENTS

AS OF 30 JUNE 2008

Company Background

TagStar Systems GmbH is a leading supplier of Radio Frequency Identification inlays for ticketing, labeling, smart cards and special transponder designs in two frequency bands: HF and UHF. Its smart inlay production meets the highest levels of quality using an advanced, cost efficient production processes.

Summary of Significant Accounting Policies

The financial statements have been prepared on a historical cost basis. All amounts are stated in euros (EUR).

Raw materials, semi-finished and finished goods, as well as merchandise, have been valued at a maximum of the acquisition or manufacturing costs. If the cost is higher than the market value generally applicable on the date of the balance sheet, then such market value shall be determinative.

Tangible fixed assets and intangible assets are stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any.

Investments in affiliated companies are shares of the capital in other companies held with the intention of a permanent investment and of exercising a substantial influence. Shares representing at least twenty percent of the votes are deemed to be investments.

Revenue from the sale of goods is recognized when the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods.

Depreciation, value adjustments and provisions have been made to the extent required by generally accepted accounting principles in Switzerland. Provisions are to be created in particular to cover uncertain contingent liabilities and potential losses from contractual obligations.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

 

     June 30, 2008  
     (EUR)  

Joint and several liability

  

Tagstar Systems GmbH belongs to a VAT group and is jointly and severally liable with Exypnotech GmbH for the VAT payments arising from the VAT group’s activities.

  

Total amount of liabilities from leasing contracts not included in the balance sheet

   1,075,766   

Investment

  

Exypno Tech GmbH

  

Purpose:

  

Development and production of microelectronic components and software

  

Share capital

   102,000   

Quote

   100

 

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